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What changed in Energy Transfer LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Energy Transfer LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+758 added−712 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-14)

Top changes in Energy Transfer LP's 2025 10-K

758 paragraphs added · 712 removed · 517 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

144 edited+40 added−59 removed346 unchanged
Biggest changeMidstream The following details our assets in the midstream segment: Description of Assets Net Gas Processing Capacity (MMcf/d) South Texas 2,530 Ark-La-Tex 922 North Central Texas 700 Permian Basin 4,945 Midcontinent 2,865 Williston Basin 400 Powder River Basin 345 Eastern 200 The following information describes our principal midstream assets: South Texas: • Our South Texas assets, which include the Southeast Texas System and the Eagle Ford System, are an integrated system that gathers, compresses, treats, processes, dehydrates and transports natural gas from the Austin Chalk trend and the Eagle Ford Shale. 18 Table of Contents Index to Financial Statements The assets in our Southeast Texas System include a large natural gas gathering system that covers thirteen counties between Austin and Houston, Texas and connects to the Katy Hub through the ETC Katy Pipeline and is also connected to the Oasis Pipeline.
Biggest changeOther LNG offtake agreements that have not been terminated could be assumed by a third party which continues the development of the project. 17 Table of Contents Index to Financial Statements Midstream The following details our assets in the midstream segment: Description of Assets Net Gas Processing Capacity (MMcf/d) South Texas 2,530 Ark-La-Tex 922 North Central Texas 700 Permian Basin 5,495 Midcontinent 2,865 Williston Basin 400 Powder River Basin 345 Eastern 200 The following information describes our principal midstream assets: South Texas: • Our South Texas assets, which include the Southeast Texas System and the Eagle Ford System, are an integrated system that gathers, compresses, treats, processes, dehydrates and transports natural gas from the Austin Chalk trend and the Eagle Ford Shale.
The terminal can receive and ship by pipeline in both directions and has a truck loading and unloading rack. • The Eastern region refined products pipelines consist of 6-inch to 16-inch diameter refined product pipelines in eastern, central and north central Pennsylvania, 8-inch refined products pipeline in western New York and various diameter refined products pipelines in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline). • The Midcontinent region refined products pipelines primarily consist of 3-inch to 12-inch refined products pipelines in Ohio and 6-inch and 8-inch refined products pipeline in Michigan. • The Southwest region refined products pipelines are located in East Texas and consist primarily of 8-inch and 12-inch diameter refined products pipeline. 23 Table of Contents Index to Financial Statements • The Inland refined products pipeline consists of 12-, 10-, 8- and 6-inch diameter pipelines in the western, northwestern, and northeastern regions of Ohio. • The J.C.
The terminal can receive and ship by pipeline in both directions and has a truck loading and unloading rack. • The Eastern region refined products pipelines consist of 6-inch to 16-inch diameter refined product pipelines in eastern, central and north central Pennsylvania, 8-inch refined products pipeline in western New York and various diameter refined products pipelines in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline). • The Midcontinent region refined products pipelines primarily consist of 3-inch to 12-inch refined products pipelines in Ohio and 6-inch and 8-inch refined products pipeline in Michigan. • The Southwest region refined products pipelines are located in East Texas and consist primarily of 8-inch and 12-inch diameter refined products pipeline. • The Inland refined products pipeline consists of 12-, 10-, 8- and 6-inch diameter pipelines in the western, northwestern, and northeastern regions of Ohio. 23 Table of Contents Index to Financial Statements • The J.C.
To the extent that these actions are pursued by PHMSA, midstream operators of NGL fractionation facilities and associated storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements, 37 Table of Contents Index to Financial Statements which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.
To the extent that these actions are pursued by PHMSA, 37 Table of Contents Index to Financial Statements midstream operators of NGL fractionation facilities and associated storage facilities subject to such inspection may be required to make operational changes or modifications at their facilities to meet standards beyond current PSM and RMP requirements, which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.
The map below and the maps included within the segment asset descriptions include certain non-wholly owned joint ventures and exclude corporate and field offices and certain assets that are less significant to the Partnership on a consolidated basis. 12 Table of Contents Index to Financial Statements Intrastate Transportation and Storage The following details our pipelines and storage facilities in the intrastate transportation and storage segment: Description of Assets Ownership Interest Miles of Natural Gas Pipeline Pipeline Throughput Capacity (Bcf/d) Working Storage Capacity (Bcf) ET Fuel System (1) 100 % 3,270 5.2 11.2 Oasis Pipeline (1) 100 % 750 2.0 — Houston Pipeline (“HPL”) System 100 % 3,920 5.3 52.5 ETC Katy Pipeline 100 % 460 2.9 — Regency Intrastate Gas System (“RIGS”) 100 % 450 2.1 — Enable Oklahoma Intrastate Transmission (“EOIT”) (1) 100 % 2,200 2.4 24.0 Comanche Trail Pipeline 16 % 195 1.1 — Trans-Pecos Pipeline 16 % 140 1.4 — Red Bluff Express Pipeline 70 % 120 1.4 — (1) Includes bi-directional capabilities 13 Table of Contents Index to Financial Statements The following information describes our principal intrastate transportation and storage assets: • The ET Fuel System serves some of the most prolific production areas in the United States and is comprised of intrastate natural gas pipelines and related natural gas storage facilities.
The map below and the maps included within the segment asset descriptions include certain non-wholly owned joint ventures and exclude corporate and field offices and certain assets that are less significant to the Partnership on a consolidated basis. 12 Table of Contents Index to Financial Statements Intrastate Transportation and Storage The following details our pipelines and storage facilities in the intrastate transportation and storage segment: Description of Assets Ownership Interest Miles of Natural Gas Pipeline Pipeline Throughput Capacity (Bcf/d) Working Storage Capacity (Bcf) ET Fuel System (1) 100 % 3,270 5.2 11.2 Oasis Pipeline (1) 100 % 750 2.0 — Houston Pipeline (“HPL”) System 100 % 3,920 5.3 52.5 Katy Pipeline 100 % 460 2.9 — Regency Intrastate Gas System (“RIGS”) 100 % 450 2.1 — Enable Oklahoma Intrastate Transmission (“EOIT”) (1) 100 % 2,200 2.4 24.0 Comanche Trail Pipeline 16 % 195 1.1 — Trans-Pecos Pipeline 16 % 140 1.4 — Red Bluff Express Pipeline 70 % 120 2.0 — (1) Includes bi-directional capabilities 13 Table of Contents Index to Financial Statements The following information describes our principal intrastate transportation and storage assets: • The ET Fuel System serves some of the most prolific production areas in the United States and is comprised of intrastate natural gas pipelines and related natural gas storage facilities.
The ETC Katy Pipeline expansions include the 36-inch East Texas extension to connect our Reed compressor station in Freestone County to our Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub and the 42-inch Southeast Bossier pipeline connecting our Cleburne to Carthage pipeline to the HPL System. • RIGS is a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets. • EOIT is a 2,200-mile pipeline system that provides natural gas transportation and storage services to customers in Oklahoma.
The Katy Pipeline expansions include the 36-inch East Texas extension to connect our Reed compressor station in Freestone County to our Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub and the 42-inch Southeast Bossier pipeline connecting our Cleburne to Carthage pipeline to the HPL System. • RIGS is a 450-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets. • EOIT is a 2,200-mile pipeline system that provides natural gas transportation and storage services to customers in Oklahoma.
Our operation of processing plants, pipelines and associated facilities, including compression, in connection with the gathering, processing, storage and transmission of natural gas and the storage and transportation of NGLs, crude oil and refined products is subject to stringent U.S. federal, tribal, state and local laws and regulations, including those governing, among other things, air emissions, wastewater discharges, the use, management and disposal of hazardous and nonhazardous materials and wastes, and the cleanup of contamination.
Our operation of processing plants, pipelines and associated facilities, including compression, in connection with the gathering, processing, storage and transmission of natural gas and the storage and transportation of NGLs, crude oil and refined products is subject to stringent U.S. federal, tribal, state and local laws and regulations, including those governing, among other things, air emissions, wastewater discharges, the generation, use, management and disposal of hazardous and nonhazardous materials and wastes, and the cleanup of contamination.
The Midcontinent Systems include 16 natural gas processing facilities (Mocane, Beaver, Wheeler I, Sunray, Spearman, Rose Valley, Hopeton, Bradley, McClure, Wheeler II, South Canadian, Clinton, Roger Mills, Canute, Cox City and Grady) with an aggregate capacity of approximately 2.9 Bcf/d. • We operate our Midcontinent Systems at low pressures to maximize the total throughput volumes from the connected wells.
The Midcontinent Systems include 16 natural gas processing facilities (Mocane, Beaver, Wheeler I, Sunray, Spearman, Rose Valley, Hopeton, Bradley, McClure, Wheeler II, South Canadian, Clinton, Roger Mills, Canute, Cox City and Grady) with an aggregate capacity of approximately 2.9 Bcf/d. • We operate our Midcontinent Systems primarily at low pressures to maximize the total throughput volumes from the connected wells.
ITEM 1. BUSINESS Overview Energy Transfer LP is a Delaware limited partnership with common units publicly traded on the NYSE under the ticker symbol “ET.” Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “Energy Transfer” mean Energy Transfer LP and its consolidated subsidiaries, which include Sunoco LP and USAC.
ITEM 1. BUSINESS Overview Energy Transfer LP is a Delaware limited partnership with common units publicly traded on the NYSE under the ticker symbol “ET.” Unless the context requires otherwise, references to “we,” “us,” “our,” the “Partnership” and “Energy Transfer” mean Energy Transfer LP and its consolidated subsidiaries, which include SunocoCorp, Sunoco LP and USAC.
In Texas, our intrastate transportation and storage segment provides transportation of natural gas to major markets from various prolific natural gas producing areas in Texas and Louisiana (Permian Basin and Barnett, Haynesville and Eagle Ford shales) through our Oasis Pipeline, ETC Katy Pipeline, Lobo Pipeline, RIGS and Pelico Pipeline as well as our two natural gas pipeline and storage systems: ET Fuel and HPL.
In Texas, our intrastate transportation and storage segment provides transportation of natural gas to major markets from various prolific natural gas producing areas in Texas and Louisiana (Permian Basin and Barnett, Haynesville and Eagle Ford shales) through our Oasis Pipeline, Katy Pipeline, Lobo Pipeline, RIGS and Pelico Pipeline as well as our two natural gas pipeline and storage systems: ET Fuel and HPL.
Nolan Terminal, a joint venture between a wholly owned subsidiary of the Partnership and a wholly owned subsidiary of Sunoco LP, provides diesel fuel storage in Midland, Texas. • This segment also includes the following joint ventures: a 15% membership interest in Explorer, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur and Houston, Texas and extends to Chicago, Illinois; a 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; a 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington. 24 Table of Contents Index to Financial Statements Crude Oil Transportation and Services The following details our pipelines and terminals in our crude oil transportation and services operations: Description of Assets Ownership Interest Miles of Crude Pipeline Working Storage Capacity (MBbls) Dakota Access Pipeline 36.4 % 1,170 — Energy Transfer Crude Oil Pipeline 36.4 % 745 — Bayou Bridge Pipeline 60 % 210 — West Texas Gulf Pipeline 100.0 % 584 Permian Express Pipelines 87.7 % 1,004 — ET-S Permian (1) 100.0 % 5,000 11,000 Wattenberg Oil Trunkline 100 % 75 360 White Cliffs Pipeline (2) 54.3 % 530 100 Maurepas Pipeline 51 % 35 — Mid Valley Pipeline 100 % 1,040 — Cushing Pipeline 100 % 745 — Wink to Webster Pipeline 5 % 642 — Other, crude gathering and water gathering and disposal 100 % 6,150 — Nederland Terminal 100 % — 30,000 Marcus Hook Terminal 100 % — 1,000 Houston Terminal 100 % — 18,200 Cushing Terminal 100 % — 9,500 Patoka Terminal 87.7 % — 1,900 25 Table of Contents Index to Financial Statements Price River Terminal 55 % — 200 Colt Hub 100 % 20 1,200 (1) A joint venture between Energy Transfer and Sunoco LP formed in 2024.
Nolan Terminal, a joint venture between a wholly owned subsidiary of the Partnership and a wholly owned subsidiary of Sunoco LP, provides diesel fuel storage in Midland, Texas. • This segment also includes the following joint ventures: a 15% membership interest in Explorer, a 1,850-mile pipeline which originates from refining centers in Beaumont, Port Arthur and Houston, Texas and extends to Chicago, Illinois; a 31% membership interest in the Wolverine Pipe Line Company, a 1,055-mile pipeline that originates from Chicago, Illinois and extends to Detroit, Grand Haven, and Bay City, Michigan; a 17% membership interest in the West Shore Pipe Line Company, a 650-mile pipeline which originates in Chicago, Illinois and extends to Madison and Green Bay, Wisconsin; a 14% membership interest in the Yellowstone Pipe Line Company, a 710-mile pipeline which originates from Billings, Montana and extends to Moses Lake, Washington. 24 Table of Contents Index to Financial Statements Crude Oil Transportation and Services The following details our pipelines and terminals in our crude oil transportation and services operations: Description of Assets Ownership Interest Miles of Crude Pipeline Working Storage Capacity (MBbls) Dakota Access Pipeline 36.4 % 1,170 — Energy Transfer Crude Oil Pipeline 36.4 % 745 — Bayou Bridge Pipeline 60 % 210 — West Texas Gulf Pipeline 100.0 % 584 Permian Express Pipelines 87.7 % 1,030 — ET-S Permian (1) 100.0 % 5,000 11,000 Wattenberg Oil Trunkline 100 % 75 360 White Cliffs Pipeline (2) 54.3 % 530 100 Maurepas Pipeline 51 % 35 — Mid Valley Pipeline 100 % 1,040 — Cushing Pipeline 100 % 745 — Wink to Webster Pipeline 5 % 642 — Other, crude gathering and water gathering and disposal 100 % 6,220 — Nederland Terminal 100 % — 30,000 Marcus Hook Terminal 100 % — 1,000 Houston Terminal 100 % — 18,200 Cushing Terminal 100 % — 9,500 Patoka Terminal 87.7 % — 1,900 25 Table of Contents Index to Financial Statements Price River Terminal 55 % — 200 Colt Hub 100 % 20 1,200 (1) A joint venture between Energy Transfer and Sunoco LP formed in 2024.
Our crude oil terminalling services operate with an aggregate storage capacity of approximately 73 MMBbls, including approximately 30 MMBbls at our Gulf Coast terminal in Nederland, Texas, approximately 18.2 MMBbls at our Gulf Coast terminal on the Houston Ship Channel and approximately 9.5 MMBbls at our Cushing Terminal in Cushing, Oklahoma, among others.
Our crude oil terminalling services operate with an aggregate storage capacity of approximately 73 MMBbls, including over 30 MMBbls at our Gulf Coast terminal in Nederland, Texas, approximately 18.2 MMBbls at our Gulf Coast terminal on the Houston Ship Channel and approximately 9.5 MMBbls at our Cushing Terminal in Cushing, Oklahoma, among others.
We also own an undivided interest in 80 MBbls/d of capacity in a segment of the EPIC Y-Grade Pipeline, LP (EPIC) pipeline from Orla, Texas to Benedum, Texas. • Our Mont Belvieu NGL Complex is an integrated liquids storage and fractionation facility. The storage facility has approximately 62 MMBbls of salt dome capacity providing 100% fee-based cash flows.
We also own an undivided interest in 80 MBbls/d of capacity in a segment of the EPIC Y-Grade Pipeline, LP (EPIC) pipeline from Orla, Texas to Benedum, Texas. • Our Mont Belvieu NGL Complex is an integrated liquids storage and fractionation facility. The storage facility has approximately 63 MMBbls of salt dome capacity providing 100% fee-based cash flows.
FGT is owned by Citrus, a 50/50 joint venture with Kinder Morgan, Inc. • Transwestern Pipeline transports natural gas supply from the Permian Basin, the San Juan Basin and the Anadarko Basin. The system has bi-directional capabilities and can access Texas and Midcontinent natural gas market hubs as well as major western markets in Arizona, Nevada and California.
FGT is owned by Citrus, a 50/50 joint venture with Kinder Morgan, Inc. • Transwestern Pipeline transports natural gas supply from the Permian Basin, the San Juan Basin and the Anadarko Basin. The system has bi-directional capabilities and can access Texas and Midcontinent natural gas market hubs as well as major western markets in Arizona, New Mexico, Nevada and California.
On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, and which delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18. 20 Table of Contents Index to Financial Statements NGL and Refined Products Transportation and Services The following details the assets in our NGL and refined products transportation and services segment: Description of Assets Miles of Liquids Pipeline NGL Fractionation / Processing Capacity (MBbls/d) Working Storage Capacity (MBbls) Liquids Pipelines: Gulf Coast NGL Express 900 — — West Texas Gateway 510 — — Other Permian Basin NGL 1,600 — — Mariner East 680 — — Mariner West 450 — — Mont Belvieu to Nederland 270 — — White Cliffs (1) 540 — — Other NGL 750 — — Liquids Fractionation and Storage Facilities: Mont Belvieu NGL Complex — 1,150 62,000 Spindletop — — 8,000 Crestwood assets — — 10,000 ET Geismar Olefins (2) — 35 — Hattiesburg — — 5,200 Cedar Bayou — — 1,600 21 Table of Contents Index to Financial Statements NGL Terminals: Nederland — — 3,100 Marcus Hook — — 6,000 Inkster — — 860 Refined Products Pipelines: Eastern region 1,580 — — Midcontinent region 480 — — Southwest region 590 — — Inland 610 — — J.C.
On behalf of ORS, we operate its Ohio Utica River System, which consists of 47 miles of 36-inch, 13 miles of 30-inch and 3 miles of 24-inch gathering trunklines, and which delivers up to 3.6 Bcf/d to Rockies Express Pipeline, Texas Eastern Transmission, Leach Xpress, Rover and DEO TPL-18. 20 Table of Contents Index to Financial Statements NGL and Refined Products Transportation and Services The following details the assets in our NGL and refined products transportation and services segment: Description of Assets Miles of Liquids Pipeline NGL Fractionation / Processing Capacity (MBbls/d) Working Storage Capacity (MBbls) Liquids Pipelines: Gulf Coast NGL Express 900 — — West Texas Gateway 510 — — Other Permian Basin NGL 1,600 — — Mariner East 680 — — Mariner West 450 — — Mont Belvieu to Nederland 320 — — White Cliffs (1) 540 — — Other NGL 750 — — Liquids Fractionation and Storage Facilities: Mont Belvieu NGL Complex — 1,150 63,000 Spindletop — — 8,000 Crestwood assets — — 12,000 ET Geismar Olefins (2) — 35 — Hattiesburg — — 5,200 Cedar Bayou — — 1,600 21 Table of Contents Index to Financial Statements NGL Terminals: Nederland — — 3,100 Marcus Hook — — 6,000 Inkster — — 860 Refined Products Pipelines: Eastern region 1,580 — — Midcontinent region 480 — — Southwest region 590 — — Inland 610 — — J.C.
The ethane refrigeration facility is part of the Orbit Gulf Coast NGL Exports joint venture, as described below. • The Orbit Gulf Coast NGL Exports joint venture consists of a 70-mile, 20-inch ethane pipeline with a throughput capacity of approximately 200 MBbls/d which delivers from our Mont Belvieu NGL Complex to our Nederland Terminal.
The ethane refrigeration facility is part of the Orbit Gulf Coast NGL Exports joint venture, as described below. • The Orbit Gulf Coast NGL Exports joint venture consists of a 70-mile, 20-inch ethane pipeline with a throughput capacity of approximately 380 MBbls/d which delivers from our Mont Belvieu NGL Complex to our Nederland Terminal.
During the year ended December 31, 2024, none of our customers individually accounted for more than 10% of our consolidated revenues. Regulation Regulation of Interstate Natural Gas Pipelines. The FERC has broad regulatory authority over the business and operations of interstate natural gas pipelines. Under the NGA, the FERC generally regulates the transportation of natural gas in interstate commerce.
During the year ended December 31, 2025, none of our customers individually accounted for more than 10% of our consolidated revenues. Regulation Regulation of Interstate Natural Gas Pipelines. The FERC has broad regulatory authority over the business and operations of interstate natural gas pipelines. Under the NGA, the FERC generally regulates the transportation of natural gas in interstate commerce.
Circuit vacated the January 20 order and on September 17, 2024, the Commission reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels.
Circuit vacated the January 20 order and on September 17, 2024, the FERC reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels.
And, in May 2024, the CEQ published a final rule revising the implementing regulations of the procedural provisions of NEPA and implementing amendments to NEPA included in the Fiscal Responsibility Act. The final rule was challenged by various states and the litigation remains ongoing. More recently, in November 2024, the U.S. Court of Appeals for the D.C.
And, in May 2024, the CEQ published a final rule revising the implementing regulations of the procedural provisions of NEPA and implementing amendments to NEPA included in the Fiscal Responsibility Act. The final rule was challenged by various states and the litigation remains ongoing. In November 2024, the U.S. Court of Appeals for the D.C.
However, in January 2025, President Trump signed an executive order once again withdrawing the United States from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change. Additionally, President Trump revoked any purported financial commitments made by the United States pursuant to the same.
However, in January 2025, President Trump signed an executive order withdrawing the United States from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change. Additionally, President Trump revoked any purported financial commitments made by the United States pursuant to the same.
Nolan Pipeline, a joint venture between a wholly owned subsidiary of the Partnership and a wholly owned subsidiary of Sunoco LP, transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and has a throughput capacity of approximately 36 MBbls/d. • We have 35 refined products terminals with an aggregate storage capacity of approximately 8 MMBbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines.
Nolan Pipeline, a joint venture between a wholly owned subsidiary of the Partnership and a wholly owned subsidiary of Sunoco LP, transports diesel fuel from a tank farm in Hebert, Texas to Midland, Texas, and has a throughput capacity of approximately 36 MBbls/d. • We have 37 refined products terminals with an aggregate storage capacity of approximately 8.6 MMBbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines.
Interstate Transportation and Storage The following details our pipelines in the interstate transportation and storage segment: Description of Assets Ownership Interest Miles of Natural Gas Pipeline Pipeline Throughput Capacity (Bcf/d) Working Storage Capacity (Bcf) Florida Gas Transmission (“FGT”) 50 % 5,380 4.1 — Transwestern Pipeline 100 % 2,590 2.1 — Panhandle Eastern Pipe Line (1) 100 % 6,300 2.8 57.0 Trunkline 100 % 2,190 0.9 13.0 Tiger 100 % 200 2.4 — Fayetteville Express Pipeline 50 % 185 2.0 — Sea Robin Pipeline 100 % 765 2.0 — Stingray Pipeline 100 % 335 0.4 — Rover Pipeline 32.6 % 720 3.4 — 15 Table of Contents Index to Financial Statements Midcontinent Express Pipeline 50 % 510 1.8 — Enable Gas Transmission (“EGT”) 100 % 5,700 4.8 29.3 Mississippi River Transmission (“MRT”) 100 % 1,675 1.7 48.9 Southeast Supply Header (“SESH”) 50 % 290 1.1 — Gulf Run Pipeline 100 % 335 3.0 — (1) Storage capacity figure includes storage leased from Southwest Gas and third-party companies.
Interstate Transportation and Storage The following details our pipelines in the interstate transportation and storage segment: Description of Assets Ownership Interest Miles of Natural Gas Pipeline Pipeline Throughput Capacity (Bcf/d) Working Storage Capacity (Bcf) Florida Gas Transmission (“FGT”) 50 % 5,375 4.4 — Transwestern Pipeline 100 % 2,590 2.1 — Panhandle Eastern Pipe Line (1) 100 % 6,300 2.8 57.0 Trunkline 100 % 2,190 0.9 13.0 Tiger 100 % 200 2.4 — Fayetteville Express Pipeline 50 % 185 2.0 — Sea Robin Pipeline 100 % 765 2.0 — Stingray Pipeline 100 % 335 0.4 — Rover Pipeline 32.6 % 720 3.4 — 15 Table of Contents Index to Financial Statements Midcontinent Express Pipeline 50 % 510 1.8 — Enable Gas Transmission (“EGT”) 100 % 5,700 4.8 29.3 Mississippi River Transmission (“MRT”) 100 % 1,675 1.7 48.9 Southeast Supply Header (“SESH”) 50 % 290 1.1 — Gulf Run Pipeline 100 % 335 3.0 — (1) Storage capacity figure includes storage leased by affiliate Southwest Gas Storage and third-party leased storage.
Since we do not control the entire transportation path of all crude oil, NGLs or products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions. Regulation of LNG Liquefaction Facilities and LNG Exports.
Since we do not control the entire transportation path of all crude oil, NGLs or products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions. Regulation of LNG Liquefaction Facilities.
The ETC Katy Pipeline serves producers in East and North Central Texas and provides access to the Katy Hub.
The Katy Pipeline serves producers in East and North Central Texas and provides access to the Katy Hub.
The following information describes our principal NGL and refined products transportation and services assets: • Gulf Coast NGL Express (formerly known as Lone Star Express) is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipelines, with throughput capacity of approximately 900 MBbls/d, that delivers mixed NGLs from processing plants in the Permian Basin, the Barnett Shale and from East Texas to our Mont Belvieu NGL Complex. • West Texas Gateway transports mixed NGLs produced in the Permian Basin and the Eagle Ford Shale to Mont Belvieu, Texas and has a throughput capacity of approximately 240 MBbls/d. • The Mariner East Pipeline System, consisting of Mariner East 2 and Mariner East 2x, has an aggregate capacity of 350 to 375 MBbls/d and transports NGLs from the Marcellus and Utica shales in western Pennsylvania, West Virginia and eastern Ohio to destinations in Pennsylvania, including our Marcus Hook Terminal on the Delaware River, where they are processed, stored and distributed to local, domestic and waterborne markets. • The Mariner West Pipeline provides transportation of ethane from the Marcellus Shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d. • The Mont Belvieu to Nederland Pipeline System consists of four pipelines, which deliver export-grade propane, butane, ethane and natural gasoline from our Mont Belvieu NGL Complex to our Nederland Terminal, having a total throughput capacity of approximately 730 MBbls/d.
The following information describes our principal NGL and refined products transportation and services assets: • Gulf Coast NGL Express (formerly known as Lone Star Express) is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipelines, with throughput capacity of approximately 900 MBbls/d, that delivers mixed NGLs from processing plants in the Permian Basin, the Barnett Shale and from East Texas to our Mont Belvieu NGL Complex. • West Texas Gateway transports mixed NGLs produced in the Permian Basin and the Eagle Ford Shale to Mont Belvieu, Texas and has a throughput capacity of approximately 240 MBbls/d. • The Mariner East Pipeline System, consisting of Mariner East 2 and Mariner East 2x, has an aggregate capacity of 380 MBbls/d and transports NGLs from the Marcellus and Utica shales in western Pennsylvania, West Virginia and eastern Ohio to destinations in Pennsylvania, including our Marcus Hook Terminal on the Delaware River, where they are processed, stored and distributed to local, domestic and waterborne markets. • The Mariner West Pipeline provides transportation of ethane from the Marcellus Shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border and has a throughput capacity of approximately 50 MBbls/d. • The Mont Belvieu to Nederland Pipeline System consists of five pipelines, which deliver export-grade propane, butane, ethane and natural gasoline from our Mont Belvieu NGL Complex to our Nederland Terminal, having a total throughput capacity of approximately 1,140 MBbls/d.
In summary, total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required 39 Table of Contents Index to Financial Statements remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties.
In summary, total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of the contamination at each site, the timing and nature of required remedial actions, the nature of operations at each site, the technology available and needed to meet the various existing legal requirements, the nature and terms of cost-sharing arrangements with other potentially responsible parties, the availability of insurance coverage, the nature and extent of future environmental laws and regulations, inflation rates, terms of consent agreements or remediation permits with regulatory agencies and the determination of the Partnership’s liability at the sites, if any, in light of the number, participation level and financial viability of the other parties.
We expect our subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, Energy Transfer may issue debt or equity securities from time to time as we deem prudent to provide liquidity for new capital projects of our subsidiaries or for other partnership purposes. 6 Table of Contents Index to Financial Statements The following chart summarizes our organizational structure as of February 7, 2025.
We expect our subsidiaries to utilize their resources, along with cash from their operations, to fund their announced growth capital expenditures and working capital needs; however, Energy Transfer may issue debt or equity securities from time to time as we deem prudent to provide liquidity for new capital projects of our subsidiaries or for other partnership purposes. 6 Table of Contents Index to Financial Statements The following chart summarizes our organizational structure as of February 13, 2026.
Our NGL and refined products transportation and services segment includes: • approximately 5,700 miles of NGL pipelines; • our Nederland Terminal and connecting pipelines which provide transportation of ethane, propane, butane and natural gasoline from our Mont Belvieu NGL Complex to our Nederland Terminal, where these products can be exported; • our Marcus Hook Terminal which includes fractionation, storage and exporting assets.
Our NGL and refined products transportation and services segment includes: • approximately 5,750 miles of NGL pipelines; • our Nederland Terminal and connecting pipelines which provide transportation of ethane, propane, butane, natural gasoline and ethylene from our Mont Belvieu NGL Complex to our Nederland Terminal, where these products can be exported; • our Marcus Hook Terminal which includes fractionation, storage and exporting assets.
Nolan Pipeline 500 — — Refined Products Terminals: Eagle Point — — 6,700 Marcus Hook Terminal — — 930 Marcus Hook Tank Farm — — 1,900 Marketing Terminals — — 7,700 J.C. Nolan Terminal — — 130 (1) The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
Nolan Pipeline 500 — — Refined Products Terminals: Eagle Point — — 6,700 Marcus Hook Terminal — — 930 Marcus Hook Tank Farm — — 1,900 Marketing Terminals — — 8,600 J.C. Nolan Terminal — — 130 (1) The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
Nolan joint venture), approximately 6,000 miles of crude oil pipeline (including the pipeline in the ET-S Permian joint venture), approximately 2,000 miles of ammonia pipeline and 67 terminals (including the J.C. Nolan and ET-S Permian joint ventures).
Nolan joint venture), approximately 6,000 miles of crude oil pipeline (including the pipeline in the ET-S Permian joint venture), approximately 2,000 miles of ammonia pipeline and 69 terminals (including the J.C. Nolan and ET-S Permian joint ventures).
Lake Charles LNG derives all of its revenue from a series of long-term contracts with Shell. Liquefaction Project Lake Charles LNG Export, our wholly owned subsidiary, is developing a natural gas liquefaction project at the site of our Lake Charles LNG import terminal and regasification facility.
Lake Charles LNG derives all of its revenue from a series of long-term contracts with Shell. Liquefaction Project Lake Charles LNG Export, our wholly owned subsidiary, was previously developing a natural gas liquefaction project at the site of our Lake Charles LNG import terminal and regasification facility.
Our northern Louisiana assets include the Bistineau, Creedence, Tristate, Logansport, Magnolia, Olympia, Amoruso, and Lumberjack systems, which collectively include 12 natural gas treating facilities, with aggregate capacity of 3.4 Bcf/d. The Ark-La-Tex assets gather, compress, treat and dehydrate natural gas in several parishes in northwest Louisiana and several counties in East Texas.
Our northern Louisiana assets include the Bistineau, Creedence, Tristate, Logansport, Magnolia, Olympia, Amoruso, and Lumberjack systems, which collectively include 13 natural gas treating facilities, with aggregate capacity of 3.5 Bcf/d. The Ark-La-Tex assets gather, compress, treat and dehydrate natural gas in several parishes in northwest Louisiana and several counties in East Texas.
Our North Central Texas assets include our Godley plant, which processes rich gas produced from the Barnett Shale and STACK play, with an aggregate capacity of 700 MMcf/d. The Godley plant is integrated with the ET Fuel System.
Our North Central Texas assets include our Godley plant, which processes rich gas produced from the Barnett Shale and STACK and SCOOP plays, with an aggregate capacity of 700 MMcf/d. The Godley plant is integrated with the ET Fuel System.
Through our interstate transportation and storage segment, we directly own and operate approximately 20,090 miles of interstate natural gas pipelines with approximately 20.1 Bcf/d of transportation capacity and another approximately 7,085 miles and 12.4 Bcf/d of transportation capacity through joint venture interests.
Through our interstate transportation and storage segment, we directly own and operate approximately 20,090 miles of interstate natural gas pipelines with approximately 20.1 Bcf/d of transportation capacity and another approximately 7,080 miles and 12.7 Bcf/d of transportation capacity through joint venture interests.
Ethics and Values . We are committed to operating our business in a manner that honors and respects all people and the communities in which we do business.
We are committed to operating our business in a manner that honors and respects all people and the communities in which we do business.
These laws and regulations require environmental assessment and remediation efforts at many of ETC Sunoco’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to $197 million and $213 million at December 31, 2024 and 2023, respectively, which is included in the total accruals above.
These laws and regulations require environmental assessment and remediation efforts at many of ETC Sunoco’s facilities and at formerly owned or third-party sites. Accruals for these environmental remediation activities amounted to $186 million and $197 million at December 31, 2025 and 2024, respectively, which is included in the total accruals above.
SESH has 16 Table of Contents Index to Financial Statements interconnections with third-party natural gas pipelines and provides access to major Southeast and Northeast markets and transports directly to generating facilities in Mississippi and Alabama and to interconnecting pipelines that supply companies generating electricity for the Florida power market. • Gulf Run Pipeline is a large diameter pipeline that runs from the heart of the Haynesville Shale in East Texas and northern Louisiana to the Carthage and Perryville natural gas hubs and other key markets along the Gulf Coast.
SESH has interconnections with third-party natural gas pipelines and provides access to major Southeast and Northeast markets and transports directly to generating facilities in Mississippi and Alabama and to interconnecting pipelines that supply companies generating electricity for the Florida power market. • Gulf Run Pipeline is a large diameter pipeline that runs from the heart of the Haynesville Shale in East Texas and northern Louisiana to the Carthage and Perryville natural gas hubs and other key markets along the Gulf Coast.
Lawrence and Jameson) with an aggregate processing capacity of 4.9 Bcf/d and one natural gas conditioning facility with an aggregate capacity of 200 MMcf/d. • In addition, we own a 50% membership interest in Mi Vida JV LLC, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas.
Lawrence, Jameson and Badger) with an aggregate processing capacity of 5.5 Bcf/d and one natural gas conditioning facility with an aggregate capacity of 200 MMcf/d. • In addition, we own a 50% membership interest in Mi Vida JV LLC, a joint venture which owns a 200 MMcf/d cryogenic processing plant in West Texas.
As of December 31, 2024, we owned or controlled approximately 729 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, southwestern Virginia and southern West Virginia, and in the Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities.
As of December 31, 2025, we owned or controlled approximately 725 million tons of proven and probable coal reserves in central and northern Appalachia, properties in eastern Kentucky, southwestern Virginia and southern West Virginia, and in the Illinois Basin, properties in southern Illinois, Indiana, and western Kentucky and as the operator of end-user coal handling facilities.
As of December 31, 2024, the captive insurance company held $122 million of cash and investments. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable.
As of December 31, 2025, the captive insurance company held $103 million of cash and investments. The Partnership’s accrual for environmental remediation activities reflects anticipated work at identified sites where an assessment has indicated that cleanup costs are probable and reasonably estimable.
Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by PCBs, and the costs of this work are not eligible for recovery in rates. The total accrued future estimated cost of remediation activities expected to continue through 2025 is $3 million, which is included in the total environmental accruals mentioned above.
Some of the cleanup activities include remediation of several compressor sites on the Transwestern system for contamination by PCBs, and the costs of this work are not eligible for recovery in rates. The total accrued future estimated cost of remediation activities expected to continue through 2026 is $2.4 million, which is included in the total environmental accruals mentioned above.
As of December 31, 2024, USAC had 3.9 million horsepower in its fleet. USAC operates a fleet of compression units, with an average age of approximately 12 years and a useful life that could potentially extend decades when properly maintained.
As of December 31, 2025, USAC had 3.9 million horsepower in its fleet. USAC operates a fleet of compression units, with an average age of approximately 13 years and a useful life that could potentially extend decades when properly maintained.
Through our midstream segment, we own and operate (through wholly owned subsidiaries or joint venture interests) natural gas gathering pipelines, natural gas processing plants, natural gas treating facilities and natural gas conditioning facilities with an aggregate processing capacity of approximately 12.9 Bcf/d.
Through our midstream segment, we own and operate (through wholly owned subsidiaries or joint venture interests) natural gas gathering pipelines, natural gas processing plants, natural gas treating facilities and natural gas conditioning facilities with an aggregate processing capacity of approximately 13.5 Bcf/d.
We may be responsible under CERCLA or state laws for all or part of the costs required to clean up sites at which such substances or wastes have been disposed. We also generate both hazardous and nonhazardous wastes that are subject to requirements of the federal Resource Conservation and Recovery Act, as amended, (“RCRA”) and comparable state statutes.
We may be responsible under CERCLA or state laws for all or part of the costs required to clean up sites at which such substances or wastes have been disposed. 38 Table of Contents Index to Financial Statements We also generate both hazardous and nonhazardous wastes that are subject to requirements of the federal Resource Conservation and Recovery Act, as amended, (“RCRA”) and comparable state statutes.
We may operate in areas that are currently designated as a habitat for endangered or threatened species or where the discovery of previously unidentified endangered species, or the designation of additional species as endangered or threatened may occur in which event such one or more developments could cause us to incur additional costs, to develop habitat conservation plans, to become subject to expansion or operating restrictions, or bans in the affected areas.
We may operate in areas that are currently designated as a habitat for endangered or threatened species or where the discovery of previously 41 Table of Contents Index to Financial Statements unidentified endangered species, or the designation of additional species as endangered or threatened may occur in which event such one or more developments could cause us to incur additional costs, to develop habitat conservation plans, to become subject to expansion or operating restrictions, or bans in the affected areas.
Additionally, Sunoco LP’s terminals operations include four transmix processing facilities and 56 refined product terminals (two in Europe, six in Hawaii and 48 in the continental United States). Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the supply chain (primarily in pipelines and terminals) when various products interface with each other.
Additionally, Sunoco LP’s terminals operations include four transmix processing facilities and 83 terminals (two in Europe, six in Hawaii and 53 in the continental United States). Transmix is the mixture of various refined products (primarily gasoline and diesel) created in the supply chain (primarily in pipelines and terminals) when various products interface with each other.
The FERC’s NGA authority includes the power to: • approve the siting, construction and operation of new facilities; • review and approve transportation rates; • determine the types of services our regulated assets are permitted to perform; • regulate the terms and conditions associated with these services; • permit the extension or abandonment of services and facilities; • require the maintenance of accounts and records; and • authorize the acquisition and disposition of facilities.
The FERC’s NGA authority includes the power to: • approve the siting, construction and operation of new facilities; • review and approve transportation rates; • determine the types of services our regulated assets are permitted to perform; 31 Table of Contents Index to Financial Statements • regulate the terms and conditions associated with these services; • permit the extension or abandonment of services and facilities; • require the maintenance of accounts and records; and • authorize the acquisition and disposition of facilities.
Litigation risks are also increasing, as several oil and gas companies have been sued for allegedly causing climate-related damages due to their production and sale of fossil fuel products or for allegedly being aware of the impacts of climate change for some time but failing to adequately disclose such risks to their investors or customers.
Litigation risks are also increasing, as several oil and gas companies have been sued for allegedly causing climate- 42 Table of Contents Index to Financial Statements related damages due to their production and sale of fossil fuel products or for allegedly being aware of the impacts of climate change for some time but failing to adequately disclose such risks to their investors or customers.
The percentage of electrical energy we purchase on a given day originating from solar and wind sources is approaching 20%. Since 2019, we have entered into dedicated solar contracts to purchase 148 megawatts of solar power to support the operations of our assets. We also operate approximately 37,100 solar panel-powered metering stations across the United States.
The percentage of electrical energy we purchase on a given day originating from solar and wind sources is approaching 20%. Since 2019, we have entered into dedicated solar contracts to purchase 108 megawatts of solar power to support the operations of our assets. We also operate approximately 36,720 solar panel-powered metering stations across the United States.
Institutional lenders who provide financing for fossil fuel energy companies also have become more attentive to sustainable lending practices that favor “clean” power sources such as wind and solar photovoltaic, making those sources more attractive for investment, and some of them may elect not to provide funding for fossil fuel energy 42 Table of Contents Index to Financial Statements companies.
Institutional lenders who provide financing for fossil fuel energy companies also have become more attentive to sustainable lending practices that favor “clean” power sources such as wind and solar photovoltaic, making those sources more attractive for investment, and some of them may elect not to provide funding for fossil fuel energy companies.
We intend to increase the percentage of our business conducted with third parties under fee-based arrangements in order to provide for stable, consistent cash flows over long contract periods while reducing exposure to changes in commodity prices. 29 Table of Contents Index to Financial Statements Enhance profitability of existing assets .
We intend to increase the percentage of our business conducted with third parties under fee-based arrangements in order to provide for stable, consistent cash flows over long contract periods while reducing exposure to changes in commodity prices. Enhance profitability of existing assets .
The terminal currently has a total storage capacity of approximately 30 MMBbls in more than 80 above ground storage tanks with individual capacities of up to 660 MBbls. The Nederland Terminal can receive crude oil at three of its six ship docks and three of its four barge berths.
The terminal currently has a total storage capacity of over 30 MMBbls in more than 80 above ground storage tanks with individual capacities of up to 660 MBbls. The Nederland Terminal can receive crude oil at three of its seven ship docks and all three of its barge berths.
It also varies with gasoline and convenience store offerings. The principal competitive factors affecting our retail marketing operations include gasoline and diesel acquisition costs, site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition.
The number of competitors varies depending on the geographical area. It also varies with gasoline and convenience store offerings. The principal competitive factors affecting our retail marketing operations include gasoline and diesel acquisition costs, site location, product price, selection and quality, site appearance and cleanliness, hours of operation, store safety, customer loyalty and brand recognition.
We voluntarily publish additional information on those initiatives; however, much of that separately published information is 43 Table of Contents Index to Financial Statements excluded from this annual report on Form 10-K if it is not material in the context of the consolidated Partnership and/or if it is not required by the instructions to Form 10-K.
We voluntarily publish additional information on those initiatives; however, much of that separately published information is excluded from this annual report on Form 10-K if it is not material in the context of the consolidated Partnership and/or if it is not required by the instructions to Form 10-K.
Many of the producing states have adopted some form of complaint-based regulation that generally allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination allegations.
Many of the producing states have 33 Table of Contents Index to Financial Statements adopted some form of complaint-based regulation that generally allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and rate discrimination allegations.
Other systems, such as FGT, Transwestern and Panhandle, have a mix of tariff rate, discount rate, and negotiated rate agreements. In addition, several of these pipelines are covered by approved settlements, pursuant to which rate filings will be made in the future.
Other systems, such as FGT, Transwestern and Panhandle, have a mix of tariff rate, discount rate, and negotiated rate agreements. In addition, several of these pipelines are 34 Table of Contents Index to Financial Statements covered by approved settlements, pursuant to which rate filings will be made in the future.
All Other Segment Our “All Other” segment includes: • our gas marketing activities, which optimize basis pricing differentials by purchasing and transporting natural gas, primarily on company owned pipelines, and selling that gas primarily to industrial end-users or to other marketers; • our commodity marketing company, which focuses primarily on wholesale power trading activities; • our natural gas compression equipment business, which has operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas; • our wholly owned subsidiary, Dual Drive Technologies, Ltd., which provides compression services to customers engaged in the transportation of natural gas, including our other segments; and • subsidiaries involved in the management of coal and natural resources properties and the related collection of royalties.
USAC’s assets and operations are all located and conducted in the United States. 11 Table of Contents Index to Financial Statements All Other Segment Our “All Other” segment includes: • our gas marketing activities, which optimize basis pricing differentials by purchasing and transporting natural gas, primarily on company owned pipelines, and selling that gas primarily to industrial end-users or to other marketers; • our commodity marketing company, which focuses primarily on wholesale power trading activities; • our natural gas compression equipment business, which has operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas; • our wholly owned subsidiary, Dual Drive Technologies, Ltd., which provides compression services to customers engaged in the transportation of natural gas, including our other segments; and • subsidiaries involved in the management of coal and natural resources properties and the related collection of royalties.
As of December 31, 2024, we had approximately 11.8 Bcf committed under fee-based arrangements with third parties and approximately 39.6 Bcf stored in the facility for our own account. • The ETC Katy Pipeline connects three treating facilities, one of which we own, with our gathering system known as Southeast Texas System.
As of December 31, 2025, we had approximately 11.8 Bcf committed under fee-based arrangements with third parties and approximately 40.3 Bcf stored in the facility for our own account. • The Katy Pipeline connects three treating facilities, one of which we own, with our gathering system known as Southeast Texas System.
However, compliance with this or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely impact our business. Clean Water Act.
However, compliance with this or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increase our capital expenditures and operating costs, which could adversely impact our business. 40 Table of Contents Index to Financial Statements Clean Water Act.
We intend to continue to make strategic acquisitions that offer the opportunity for operational efficiencies and the potential for increased utilization and expansion of our existing assets while supporting our investment grade credit ratings. Engage in construction and expansion opportunities .
We intend to continue to make strategic acquisitions that offer the opportunity for operational efficiencies and the potential for increased utilization and expansion of our existing assets while supporting our investment grade credit ratings. 29 Table of Contents Index to Financial Statements Engage in construction and expansion opportunities .
This statute also permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months, though rates are typically not suspended 33 Table of Contents Index to Financial Statements for the maximum allowable period.
This statute also permits interested persons to challenge proposed new or changed rates. The FERC is authorized to suspend the effectiveness of such rates for up to seven months, though rates are typically not suspended for the maximum allowable period.
Crude Oil Acquisition and Marketing Our crude oil acquisition and marketing operations are conducted using our assets, which include approximately 380 crude oil transport trucks, 350 trailers and 242 crude oil truck unloading facilities as well as third-party truck, rail, pipeline and marine assets.
Crude Oil Acquisition and Marketing Our crude oil acquisition and marketing operations are conducted using our assets, which include 367 crude oil transport trucks, 356 trailers and 242 crude oil truck unloading facilities as well as third-party truck, rail, pipeline and marine assets.
However, the EPA’s final rule is currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit.
However, the EPA’s final rule is currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit, and we cannot predict the ultimate outcome.
The EPAct of 2005 amended Section 3 of the NGA to establish or clarify the FERC’s exclusive authority to approve or deny an application for the siting, construction, expansion or operation of LNG terminals, unless specifically provided otherwise in the EPAct of 35 Table of Contents Index to Financial Statements 2005 amendments to the NGA.
The EPAct of 2005 amended Section 3 of the NGA to establish or clarify the FERC’s exclusive authority to approve or deny an application for the siting, construction, expansion or operation of LNG terminals, unless specifically provided otherwise in the EPAct of 2005 amendments to the NGA.
This group is also focused on developing alternative energy projects aimed at reducing the environmental footprint throughout our operations, including a variety of projects related to carbon capture, utilization and sequestration of CO2.
This group is also focused on developing alternative energy projects 43 Table of Contents Index to Financial Statements aimed at reducing the environmental footprint throughout our operations, including a variety of projects related to carbon capture, utilization and sequestration of CO2.
The following details our assets in the crude oil transportation and services segment: Crude Oil Pipelines Our crude oil pipelines (through wholly owned subsidiaries or joint venture interests) consist of approximately 17,950 miles of crude oil trunk pipelines as well as crude oil and produced water gathering pipelines throughout the Southwest, Midcontinent and Midwest United States.
The following details our assets in the crude oil transportation and services segment: Crude Oil Pipelines Our crude oil pipelines (through wholly owned subsidiaries or joint venture interests) consist of more than 18,000 miles of crude oil trunk pipelines as well as crude oil and produced water gathering pipelines throughout the Southwest, Midcontinent and Midwest United States.
The markets for distribution of wholesale motor fuel and the large and growing convenience store industry are highly competitive and fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do.
The markets for distribution of wholesale motor fuel and the large and growing convenience store industry are highly competitive and 30 Table of Contents Index to Financial Statements fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do.
USAC is not directly exposed to commodity price risk because it does not take title to the natural gas or crude oil 11 Table of Contents Index to Financial Statements involved in its services and because the natural gas used as fuel by its compression units is supplied by its customers without cost to USAC.
USAC is not directly exposed to commodity price risk because it does not take title to the natural gas or crude oil involved in its services and because the natural gas used as fuel by its compression units is supplied by its customers without cost to USAC.
The ethane pipeline is part of the Orbit Gulf Coast NGL Exports joint venture, as described below. • Sabina 2 Pipeline, placed in service in 2024, provides an additional 40 MBbls/d of service for multiple products from Mont Belvieu to Nederland. • The White Cliffs NGL pipeline, in which we have 54.3% ownership interest, transports mixed NGLs produced in the DJ Basin to Cushing, Oklahoma where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 90 MBbls/d. • Other NGL pipelines include the 127-mile Justice pipeline, 63-mile Blue Ridge pipeline, the 45-mile Freedom pipeline, the 20-mile Spirit pipeline and a 50% interest in the 87 mile Liberty pipeline.
The ethane pipeline is part of the Orbit Gulf Coast NGL Exports joint venture, as described below. • The White Cliffs NGL pipeline, in which we have 54.3% ownership interest, transports mixed NGLs produced in the DJ Basin to Cushing, Oklahoma where it interconnects with the Southern Hills Pipeline to move NGLs to Mont Belvieu, Texas and has a throughput capacity of approximately 90 MBbls/d. • Other NGL pipelines include the 127-mile Justice pipeline, 63-mile Blue Ridge pipeline, the 45-mile Freedom pipeline, the 20-mile Spirit pipeline and a 50% interest in the 87 mile Liberty pipeline.
Natural gas companies are also generally permitted to offer negotiated rates different from rates established in their tariff if, among other requirements, such companies’ 31 Table of Contents Index to Financial Statements tariffs offer a cost-based recourse rate to a prospective shipper as an alternative to the negotiated rate.
Natural gas companies are also generally permitted to offer negotiated rates different from rates established in their tariff if, among other requirements, such companies’ tariffs offer a cost-based recourse rate to a prospective shipper as an alternative to the negotiated rate.
TRIR can provide companies with a look at their safety record performance for the year by calculating the number of recordable injury and illness incidents per 200,000 hours worked. Our TRIR was 0.70 for 2024, out of approximately 20.4 million hours worked during the year, compared to a TRIR of 0.77 for 2023.
TRIR can provide companies with a look at their safety record performance for the year by calculating the number of recordable injury and illness incidents per 200,000 hours worked. Our TRIR was 0.64 for 2025, out of approximately 22.2 million hours worked during the year, compared to a TRIR of 0.70 for 2024.
We own a number of natural gas pipelines in Texas, Louisiana and West Virginia that we believe meet the traditional tests the FERC uses to establish a pipeline’s status as a gathering pipeline not subject to FERC jurisdiction.
We own a number of natural gas pipelines that we believe meet the traditional tests the FERC uses to establish a pipeline’s status as a gathering pipeline not subject to FERC jurisdiction.
Through our crude oil transportation and services segment, we own and operate (through wholly owned subsidiaries or joint venture interests) approximately 17,950 miles of crude oil trunk and gathering pipelines in the Southwest, Midcontinent and Midwest United States.
Through our crude oil transportation and services segment, we own and operate (through wholly owned subsidiaries or joint venture interests) more than 18,000 miles of crude oil trunk and gathering pipelines in the Southwest, Midcontinent and Midwest United States.
The 2011 36 Table of Contents Index to Financial Statements Pipeline Safety Act increased the penalties for safety violations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines.
The 2011 Pipeline Safety Act increased the penalties for safety violations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines.
Since we do not control the entire transportation path of all NGLs shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions. 32 Table of Contents Index to Financial Statements Regulation of Sales of Natural Gas and NGLs.
Since we do not control the entire transportation path of all NGLs shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions. Regulation of Sales of Natural Gas and NGLs.
From time to time, the EPA has considered or third parties have petitioned the agency on the adoption of stricter handling, storage and disposal standards for nonhazardous wastes, including certain wastes associated with the exploration, development and production of crude oil and natural gas.
From time to time, the EPA has considered or third parties have petitioned the agency on the adoption of stricter handling, storage and disposal standards for nonhazardous wastes, including certain wastes associated with the exploration, development and production of crude oil and natural gas, though to date no actions to repeal or revise the exemption have been proposed.
We believe that our relations with our employees are good. 44 Table of Contents Index to Financial Statements Our employees are our greatest asset, and we seek to attract and retain top talent by fostering a culture that is guided by our core values and that respects all people and cultures, promotes safety, and focuses on the protection of public health and being a good steward of the environment.
Our employees are our greatest asset, and we seek to attract and retain top talent by fostering a culture that is guided by our core values and that respects all people and cultures, promotes safety, and focuses on the protection of public health and being a good steward of the environment. Ethics and Values .
Additionally, the EPA has adopted rules under authority of the Clean Air Act that, among other things, establish Potential for Significant Deterioration (“PSD”) construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting “best available control technology” standards for those GHG emissions.
Notwithstanding the EPA’s recent proposal to revoke the “Endangerment Finding” that underlies that majority of its GHG-related regulations, the EPA under previous administrations has adopted rules under authority of the Clean Air Act that, among other things, establish Potential for Significant Deterioration (“PSD”) construction and Title V operating permit reviews for GHG emissions from certain large stationary sources that are also potential major sources of certain principal, or criteria, pollutant emissions, which reviews could require securing PSD permits at covered facilities emitting GHGs and meeting “best available control technology” standards for those GHG emissions.
With the acquisition of WTG Midstream, the Permian Basin Gathering System now includes 20 processing facilities (Waha, Red Bluff, Halley, Keystone, Tippet, Panther, Rebel, Grey Wolf, Bear, Arrowhead, Carlsbad, Orla I, Orla II, Martin County, Red Lake, Sale Ranch, Benedum, Sonora, St.
The Permian Basin Gathering System includes 22 processing facilities (Waha, Red Bluff, Halley, Keystone, Tippet, Panther, Rebel, Grey Wolf, Bear, Arrowhead, Carlsbad, Orla I, Orla II, Martin County, Red Lake, Lenorah, Sale Ranch, Benedum, Sonora, St.
Changes such as these examples in applicable regulations may result in a material increase in our capital expenditures or plant operating and maintenance 38 Table of Contents Index to Financial Statements expense and, in the case of our oil and natural gas exploration and production customers, could result in increased operating costs for those customers and a corresponding decrease in demand for our processing, transportation and storage services.
Changes in applicable regulations may result in a material increase in our capital expenditures or plant operating and maintenance expense and, in the case of our oil and natural gas exploration and production customers, could result in increased operating costs for those customers and a corresponding decrease in demand for our processing, transportation and storage services.
As a result, the scope of jurisdiction under the Clean Water Act is uncertain at this time, but to the extent any rule expands the scope of the Clean Water Act’s jurisdiction, our operations as well as our exploration and production customers’ drilling programs could incur increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
To the extent any future rule expands the scope of the Clean Water Act’s jurisdiction, our operations as well as our exploration and production customers’ drilling programs could incur increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny of these or similar actions could result in fewer visits to Sunoco LP’s convenience stores or independently operated commission agents and dealer locations, a reduction in demand from Sunoco LP’s wholesale customers, decreases in both fuel and merchandise sales revenue, or reduced profit margins, any of which could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders. • a recession, high interest rates, inflation or other adverse economic conditions that result in lower spending by consumers on gasoline, diesel and travel; • events that negatively impact global economic activity, travel and demand generally; • higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline; • an increase in aggregate automotive engine fuel economy; • new government and regulatory actions or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles; • the increased use of and public demand for use of alternative fuel sources or electric vehicles; • an increase in the market price of crude oil that increases refined product prices, which may reduce demand for refined products and increase demand for alternative products; and • adverse weather events resulting in decreased corn acres planted, which may reduce demand for anhydrous ammonia.
Biggest changeFactors that tend to decrease market demand include: • a recession, high interest rates, inflation or other adverse economic conditions that result in lower spending by consumers on gasoline, diesel and travel; • events that negatively impact global economic activity, travel and demand generally; • higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline; • an increase in aggregate automotive engine fuel economy; • new government and regulatory actions or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles; • the increased use of and public demand for use of alternative fuel sources or electric vehicles; • an increase in the market price of crude oil that increases refined product prices, which may reduce demand for refined products and increase demand for alternative products; and • adverse weather events resulting in decreased corn acres planted, which may reduce demand for anhydrous ammonia.
On February 18, 2022, the FERC issued two new policy statements: (1) an Updated Policy Statement on the Certificate of New Interstate Natural Gas Facilities (“2022 Certificate Policy Statement”) and (2) a Policy Statement on the Consideration of Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (“GHG Policy Statement), to be effective that same day.
On February 18, 2022, the FERC issued two new policy statements: (1) an Updated Policy Statement on the Certificate of New Interstate Natural Gas Facilities (“2022 Certificate Policy Statement”) and (2) a Policy Statement on the Consideration of Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (“GHG Policy Statement”), to be effective that same day.
Our results of operations and financial condition could be impacted by many risks that are beyond our control, including the following: • fluctuations in the demand for and price of natural gas, NGLs, crude oil and refined products; • general economic, financial and political conditions, including the impact of tariffs, to the extent enacted; • the imposition or increase of tariffs on steel or other raw materials, or changes in trade agreements or trade relations; • an impairment of goodwill and intangible assets; • an interruption of supply of crude oil to our facilities; • the loss of any key producers or customers; • failure to retain or replace existing customers or volumes due to declining demand or increased competition; • unfavorable changes in natural gas price spreads between two or more physical locations; • production declines over time, which we may not be able to replace with production from newly drilled wells; • competition for water resources or limitations on water usage for hydraulic fracturing; • our customers’ ability to use our pipelines and third-party pipelines over which we have no control; • the inability to access or continue to access lands owned by third parties; • the overall forward market for crude oil and other products we store; • a natural disaster, catastrophe, terrorist attack or other similar event; • extreme weather events that may be more severe or frequent than historically experienced and that may be attributable to changes in climate due to the adverse effects of an industrialized economy; • union disputes and strikes or work stoppages by unionized employees; • cybersecurity breaches and other disruptions or failures of our information systems; • failure to establish or maintain adequate corporate governance; • product liability claims and litigation, or increased insurance costs including as a result of increased risks due to the potential adverse effects of changes in climate; • actions taken by certain of our joint ventures that we do not control; • increasing levels of congestion in the Houston Ship Channel; • the costs of providing pension and other postretirement health care benefits and related funding requirements; • mergers among customers and competitors; • fraudulent activity or misuse of proprietary data involving our outsourcing partners; and • losses resulting from the use of derivative financial instruments.
Our results of operations and financial condition could be impacted by many risks that are beyond our control, including the following: • fluctuations in the demand for and price of natural gas, NGLs, crude oil and refined products; • general economic, financial and political conditions, including the impact of tariffs; • the imposition or increase of tariffs on steel or other raw materials, or changes in trade agreements or trade relations; • an impairment of goodwill and intangible assets; • an interruption of supply of crude oil to our facilities; • the loss of any key producers or customers; • failure to retain or replace existing customers or volumes due to declining demand or increased competition; • unfavorable changes in natural gas price spreads between two or more physical locations; • production declines over time, which we may not be able to replace with production from newly drilled wells; • competition for water resources or limitations on water usage for hydraulic fracturing; • our customers’ ability to use our pipelines and third-party pipelines over which we have no control; • the inability to access or continue to access lands owned by third parties; • the overall forward market for crude oil and other products we store; • a natural disaster, catastrophe, terrorist attack or other similar event; • extreme weather events that may be more severe or frequent than historically experienced and that may be attributable to changes in climate due to the adverse effects of an industrialized economy; • union disputes and strikes or work stoppages by unionized employees; • cybersecurity breaches and other disruptions or failures of our information systems; • failure to establish or maintain adequate corporate governance; • product liability claims and litigation, or increased insurance costs including as a result of increased risks due to the potential adverse effects of changes in climate; • actions taken by certain of our joint ventures that we do not control; • increasing levels of congestion in the Houston Ship Channel; • the costs of providing pension and other postretirement health care benefits and related funding requirements; • mergers among customers and competitors; • fraudulent activity or misuse of proprietary data involving our outsourcing partners; and • losses resulting from the use of derivative financial instruments.
In addition, the Colorado Energy and Carbon Management Commission (formerly the Colorado Oil and Gas Conservation Commission) adopted new rules to cover a variety of matters related to public health, safety, welfare, wildlife, and environmental resources, and has issued new rules regarding the cumulative impacts of oil and gas projects; most significantly, these rule changes establish more stringent setbacks (2,000-foot, instead of the prior 500-foot) on new oil and gas development and eliminate routine flaring and venting of natural gas at new or existing wells across the state, each subject to only limited exceptions.
In addition, the Colorado Energy and Carbon Management Commission (“CECMC”) (formerly the Colorado Oil and Gas Conservation Commission) adopted new rules to cover a variety of matters related to public health, safety, welfare, wildlife, and environmental resources, and has issued new rules regarding the cumulative impacts of oil and gas projects; most significantly, these rule changes establish more stringent setbacks (2,000-foot, instead of the prior 500-foot) on new oil and gas development and eliminate routine flaring and venting of natural gas at new or existing wells across the state, each subject to only limited exceptions.
These conflicts include, among others, the following: • our general partner is allowed to take into account the interests of parties other than us, including Sunoco LP and USAC, and their respective affiliates and any general partners and limited partnerships acquired in the future, in resolving conflicts of interest, which has the effect of limiting its fiduciary duties to us. • our general partner has limited its liability and reduced its fiduciary duties under the terms of our Partnership Agreement, while also restricting the remedies available for actions that, without these limitations, might constitute breaches of fiduciary duty.
These conflicts include, among others, the following: • our general partner is allowed to take into account the interests of parties other than us, including SunocoCorp, Sunoco LP and USAC, and their respective affiliates and any general partners and limited partnerships acquired in the future, in resolving conflicts of interest, which has the effect of limiting its fiduciary duties to us. • our general partner has limited its liability and reduced its fiduciary duties under the terms of our Partnership Agreement, while also restricting the remedies available for actions that, without these limitations, might constitute breaches of fiduciary duty.
Increasing attention from investors, customers, employees, regulatory bodies and other stakeholders to, and societal expectations on companies to address climate change and other environmental and social impacts, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for fossil fuels and consequently demand for our midstream services, reduced profits, increased risk of investigations and litigation, heightened scrutiny of our statements and initiatives, and negative impacts on the value of our assets and access to capital.
Increased attention from investors, customers, employees, regulatory bodies and other stakeholders to, and societal expectations on companies to address climate change and other environmental and social impacts, investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for fossil fuels and consequently demand for our midstream services, reduced profits, increased risk of investigations and litigation, heightened scrutiny of our statements and initiatives, and negative impacts on the value of our assets and access to capital.
Any such event not covered by Sunoco LP’s insurance could have a material adverse effect on its business, financial condition, results of operations and cash available for distribution to its unitholders. Additionally, Sunoco LP’s pipelines, terminals and storage assets are generally long-lived assets, and some have been in service for many years.
Any such event not covered by Sunoco LP’s insurance could have a material adverse effect on its business, financial condition, results of operations and cash available for distribution to its unitholders. Additionally, Sunoco LP’s pipelines, terminals, storage assets and refinery operations are generally long-lived assets, and some have been in service for many years.
Otherwise, except in the case of our liquidation, Preferred Unitholders of our Preferred Units (other than Series I Preferred Units) are generally not anticipated to share in our items of income, gain, loss or deduction, nor will we allocate any share of our nonrecourse liabilities to such Preferred Unitholders.
Otherwise, except in the case of our liquidation, holders of our Preferred Units (other than Series I Preferred Units) are generally not anticipated to share in our items of income, gain, loss or deduction, nor will we allocate any share of our nonrecourse liabilities to such Preferred Unitholders.
Unitholders face unique tax issues from owning our units that may result in adverse tax consequences to them; and • the treatment of Energy Transfer Preferred Units is uncertain and distributions on Energy Transfer Preferred Units (other than Series I Preferred Units) may not be eligible for the 20% deduction for qualified publicly traded partnership income. 47 Table of Contents Index to Financial Statements Risk Factor Discussion The following discussion provides additional information regarding each of our risk factors listed above.
Unitholders face unique tax issues from owning our units that may result in adverse tax consequences to them; and • the treatment of Energy Transfer Preferred Units is uncertain and distributions on Energy Transfer Preferred Units (other than Series I Preferred Units) may not be eligible for the 20% deduction for qualified publicly traded partnership income. 48 Table of Contents Index to Financial Statements Risk Factor Discussion The following discussion provides additional information regarding each of our risk factors listed above.
Sunoco LP’s pipelines and fuel storage terminals are subject to operational and business risks which may adversely affect its financial condition, results of operations, cash flows and ability to make distributions to its unitholders.
Sunoco LP’s pipelines, fuel storage terminals and refinery operations are subject to operational and business risks which may adversely affect its financial condition, results of operations, cash flows and ability to make distributions to its unitholders.
This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; • provides that our general partner is entitled to make other decisions in “good faith” if it reasonably believes that the decisions are in our best interests; • generally provides that affiliated transactions and resolutions of conflicts of interest not approved by a conflicts committee of the board of directors of our general partner and not involving a vote of Unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the 88 Table of Contents Index to Financial Statements totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us; • provides that unless our general partner has acted in bad faith, the action taken by our general partner shall not constitute a breach of its fiduciary duty; • provides that our general partner may resolve any conflicts of interest involving us and our general partner and its affiliates, and any resolution of a conflict of interest by our general partner that is “fair and reasonable” to us will be deemed approved by all partners, including the Unitholders, and will not constitute a breach of the Partnership Agreement; • provides that our general partner may, but is not required, in connection with its resolution of a conflict of interest, to seek “special approval” of such resolution by appointing a conflicts committee of the general partner’s board of directors composed of two or more independent directors to consider such conflicts of interest and to recommend action to the board of directors, and any resolution of the conflict of interest by the conflicts committee shall be conclusively deemed “fair and reasonable” to us; and • provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.
This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; • provides that our general partner is entitled to make other decisions in “good faith” if it reasonably believes that the decisions are in our best interests; • generally provides that affiliated transactions and resolutions of conflicts of interest not approved by a conflicts committee of the board of directors of our general partner and not involving a vote of Unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us; • provides that unless our general partner has acted in bad faith, the action taken by our general partner shall not constitute a breach of its fiduciary duty; • provides that our general partner may resolve any conflicts of interest involving us and our general partner and its affiliates, and any resolution of a conflict of interest by our general partner that is “fair and reasonable” to us will be deemed approved by all partners, including the Unitholders, and will not constitute a breach of the Partnership Agreement; • provides that our general partner may, but is not required, in connection with its resolution of a conflict of interest, to seek “special approval” of such resolution by appointing a conflicts committee of the general partner’s board of directors composed of two or more independent directors to consider such conflicts of interest and to recommend action to the board of directors, and any resolution of the conflict of interest by the conflicts committee shall be conclusively deemed “fair and reasonable” to us; and • provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.
As a result, Sunoco LP may experience declines in their profit margin if fuel distribution volumes decrease. 80 Table of Contents Index to Financial Statements Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels could reduce demand for the conventional petroleum based motor fuels Sunoco LP currently sells.
As a result, Sunoco LP may experience declines in their profit margin if fuel distribution volumes decrease. 82 Table of Contents Index to Financial Statements Any technological advancements, regulatory changes or changes in consumer preferences causing a significant shift toward alternative motor fuels could reduce demand for the conventional petroleum based motor fuels Sunoco LP currently sells.
In addition, Sunoco LP and USAC file Annual Reports on Form 10-K that include risk factors that can be reviewed for further information.
In addition, SunocoCorp, Sunoco LP and USAC file Annual Reports on Form 10-K that include risk factors that can be reviewed for further information.
As a result, Sunoco LP’s results from operations may vary widely from period to period, affecting Sunoco LP’s cash flow. The dangers inherent in the storage and transportation of motor fuel, crude oil, refined petroleum products and anhydrous ammonia could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities.
As a result, Sunoco LP’s results from operations may vary widely from period to period, affecting Sunoco LP’s cash flow. The dangers inherent in the storage and transportation of motor fuel, crude oil, refinery feedstock, refined petroleum products and anhydrous ammonia could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities.
Our level of indebtedness affects our operations in several ways, including, among other things: • a significant portion of our and our subsidiaries’ cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions; • covenants contained in our and our subsidiaries’ existing debt agreements require us and them, as applicable, to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business; • our and our subsidiaries’ ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership, corporate or limited liability company purposes, as applicable, may be limited; • we may be at a competitive disadvantage relative to similar companies that have less debt; • we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level; and • failure by us or our subsidiaries to comply with the various restrictive covenants of our respective debt agreements could negatively impact our ability to incur additional debt, including our ability to utilize the available capacity under our revolving credit facility, and our ability to pay our distributions.
Our level of indebtedness affects our operations in several ways, including, among other things: • a significant portion of our and our subsidiaries’ cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions; • covenants contained in our and our subsidiaries’ existing debt agreements require us and them, as applicable, to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business; • our and our subsidiaries’ ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership, corporate or limited liability company purposes, as applicable, may be limited; • we may be at a competitive disadvantage relative to similar companies that have less debt; • we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level; and 60 Table of Contents Index to Financial Statements • failure by us or our subsidiaries to comply with the various restrictive covenants of our respective debt agreements could negatively impact our ability to incur additional debt, including our ability to utilize the available capacity under our revolving credit facility, and our ability to pay our distributions.
If we are unable to obtain funds from our subsidiaries, we may not be able to pay distributions to our Unitholders or to pay interest or principal on our debt when due. 79 Table of Contents Index to Financial Statements The interruption of distributions to us from our operating subsidiaries and equity investees may affect our ability to satisfy our obligations and to make distributions to our partners.
If we are unable to obtain funds from our subsidiaries, we may not be able to pay distributions to our Unitholders or to pay interest or principal on our debt when due. 81 Table of Contents Index to Financial Statements The interruption of distributions to us from our operating subsidiaries and equity investees may affect our ability to satisfy our obligations and to make distributions to our partners.
Higher prices for motor fuel may also reduce access to trade credit support or cause it to become more expensive. 81 Table of Contents Index to Financial Statements The industries in which Sunoco LP operates are subject to seasonal trends, which may cause its operating costs to fluctuate, affecting its cash flow.
Higher prices for motor fuel may also reduce access to trade credit support or cause it to become more expensive. 83 Table of Contents Index to Financial Statements The industries in which Sunoco LP operates are subject to seasonal trends, which may cause its operating costs to fluctuate, affecting its cash flow.
In recent years, the success of the Port of Houston has led to an increase in vessel traffic driven in part by the growing overseas demand for U.S. crude, gasoline, liquefied natural gas and petrochemicals and in part by the Port of Houston’s recent decision to accept large container vessels, which can restrict the flow of other cargo.
In recent years, the success of the Port of Houston has led to an increase in vessel traffic driven in part by the growing overseas demand for U.S. crude, gasoline, liquefied natural gas and petrochemicals and in part by the Port of Houston’s expansions to accept large container vessels, which can restrict the flow of other cargo.
A significant decrease in demand for motor fuel, crude oil or refined products, including increased consumer preference for alternative motor fuels, improvements in fuel efficiency or a material shift toward electric or other alternative-power vehicles, in the areas Sunoco LP serves would reduce their ability to make distributions to its unitholders.
A significant decrease in demand for motor fuel, crude oil, refinery feedstock or refined products, including increased consumer preference for alternative motor fuels, improvements in fuel efficiency or a material shift toward electric or other alternative-power vehicles, in the areas Sunoco LP serves would reduce their ability to make distributions to its unitholders.
Our business, results of operations, cash flows, financial condition, and future growth could be impacted by the following: • increased regulation of hydraulic fracturing or produced water disposal; • legal or regulatory actions related to the Dakota Access Pipeline; • laws, regulations and policies governing the rates, terms and conditions of our services; • failure to recover the full amount of increases in the costs of our pipeline operations; • imposition of regulation on assets not previously subject to regulation; • costs and liabilities resulting from performance of pipeline integrity programs and related repairs; • new or more stringent pipeline safety controls or enforcement of legal requirements; • costs and liabilities associated with environmental and worker health and safety laws and regulations; • climate change legislation or regulations restricting emissions of GHGs, limiting oil and gas leases on federal lands, discouraging oil and gas development or otherwise increasing our or our customers’ costs; • increased attention to environmental, social, and governance (“ESG”) matters and conservation measures; • regulatory provisions of the Dodd-Frank Act and the rules adopted thereunder; • deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration, development, oil spill-response and decommissioning plans, and related developments; and • laws and regulations governing the specifications of products that we store and transport.
Our business, results of operations, cash flows, financial condition, and future growth could be impacted by the following: • increased regulation of hydraulic fracturing or produced water disposal; • legal or regulatory actions related to the Dakota Access Pipeline; 47 Table of Contents Index to Financial Statements • laws, regulations and policies governing the rates, terms and conditions of our services; • failure to recover the full amount of increases in the costs of our pipeline or refinery operations; • imposition of regulation on assets not previously subject to regulation; • costs and liabilities resulting from performance of pipeline integrity programs and related repairs; • new or more stringent pipeline safety controls or enforcement of legal requirements; • costs and liabilities associated with environmental and worker health and safety laws and regulations; • climate change legislation or regulations restricting emissions of GHGs, limiting oil and gas leases on federal lands, discouraging oil and gas development or otherwise increasing our or our customers’ costs; • increased attention to environmental, social, and governance (“ESG”) matters and conservation measures; • regulatory provisions of the Dodd-Frank Act and the rules adopted thereunder; • deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration, development, oil spill-response and decommissioning plans, and related developments; and • laws and regulations governing the specifications of products that we store and transport.
To the extent we meet such targets, it may be achieved through various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our ESG impact instead of actual changes in our business operations. Some of these arrangements may receive scrutiny from certain constituencies.
To the extent we meet such targets, it may be achieved through various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our environmental impact instead of actual changes in our business operations. Some of these arrangements may receive scrutiny from certain constituencies.
The combination of two independent businesses is complex, costly and time consuming, and Sunoco LP will be required to continue to devote significant management attention and resources to integrating the business practices and operations of NuStar into Sunoco LP to achieve, among other things, the targeted cost synergies associated with the acquisition.
The combination of two independent businesses is complex, costly and time consuming, and Sunoco LP will be required to continue to devote significant management attention and resources to integrating the business practices and operations of Parkland into Sunoco LP to achieve, among other things, the targeted cost synergies associated with the acquisition.
The prices for natural gas, NGLs, crude oil and refined products reflect market demand that fluctuates with changes in global and United States economic conditions and other factors, including: • the level of domestic natural gas, NGL, refined products and oil production; • the level of natural gas, NGL, refined products and oil imports and exports, including liquefied natural gas; • actions taken by natural gas and oil producing nations; • instability or other events affecting natural gas and oil producing nations; • the impact of weather, geopolitical events such as the armed conflict in Ukraine and political instability in the Middle East, public health crises, and other events of nature on the demand for natural gas, NGLs, refined products and oil; • the availability of storage, terminal and transportation systems, and refining, processing and treating facilities; • the price, availability and marketing of competitive fuels; • supply chain disruptions and inflation; • the demand for electricity; • activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas and related products; • rising interest rates and slowing economic growth; • the cost of capital needed to maintain or increase production levels and to construct and expand facilities; • the impact of energy conservation and fuel efficiency efforts; and • the extent of governmental regulations, taxation, fees and duties.
The prices for natural gas, NGLs, crude oil and refined products reflect market demand that fluctuates with changes in global and United States economic conditions and other factors, including: • the level of domestic natural gas, NGLs, refined products and oil production; • the level of natural gas, NGLs, refined products and oil imports and exports, including liquefied natural gas; • actions taken by natural gas and oil producing nations; • instability or other events affecting natural gas and oil producing nations; • the impact of weather, geopolitical events such as the conflicts in Ukraine and Venezuela, political instability in the Middle East, including Iran, public health crises, and other events of nature on the demand for natural gas, NGLs, refined products and oil; • the availability of storage, terminal and transportation systems, and refining, processing and treating facilities; • the price, availability and marketing of competitive fuels; • supply chain disruptions and inflation; • the demand for electricity; • activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas and related products; • rising interest rates and slowing economic growth; • the cost of capital needed to maintain or increase production levels and to construct and expand facilities; • the impact of energy conservation and fuel efficiency efforts; and • the extent of governmental regulations, taxation, fees and duties.
However, in January 2025, President Trump signed an executive order once again withdrawing the United States from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change. Additionally, President Trump revoked any purported financial commitments made by the United States pursuant to the same.
However, in January 2025, President Trump signed an executive order withdrawing the United States from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change. Additionally, President Trump revoked any purported financial commitments made by the United States pursuant to the same.
A failure to successfully integrate the acquired assets or businesses, such as NuStar, with Sunoco LP’s existing business in a timely manner may have a material adverse effect on its business, financial condition, results of operations or cash available for distribution to its unitholders.
A failure to successfully integrate the acquired assets or businesses, such as Parkland, with Sunoco LP’s existing business in a timely manner may have a material adverse effect on its business, financial condition, results of operations or cash available for distribution to its unitholders.
Sunoco LP does not own all of the land on which its retail service stations are located. Sunoco LP has rental agreements for approximately 38% of Sunoco LP, commission agent or dealer operated retail service stations where Sunoco LP currently controls the real estate. Sunoco LP also has rental agreements for certain logistics facilities.
Sunoco LP does not own all of the land on which its retail service stations are located. Sunoco LP has rental agreements for approximately 61% of Sunoco LP, commission agent or dealer operated retail service stations where Sunoco LP currently controls the real estate. Sunoco LP also has rental agreements for certain logistics facilities.
As a result of purchasing our units, Unitholders consent to various actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law. • our general partner determines the amount and timing of our investment transactions, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash that is available for distribution. • our general partner determines which costs it and its affiliates have incurred are reimbursable by us. • our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any such payments or additional contractual arrangements are fair and reasonable to us. • our general partner controls the enforcement of obligations owed to us by it and its affiliates. • our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
As a result of purchasing our units, Unitholders consent to various actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law. 90 Table of Contents Index to Financial Statements • our general partner determines the amount and timing of our investment transactions, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash that is available for distribution. • our general partner determines which costs it and its affiliates have incurred are reimbursable by us. • our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any such payments or additional contractual arrangements are fair and reasonable to us. • our general partner controls the enforcement of obligations owed to us by it and its affiliates. • our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
The amount of cash that our subsidiaries distribute to us each quarter depends upon the amount of cash generated from our subsidiaries’ operations, which will fluctuate from quarter to quarter and will depend upon, among other things: • the amount of natural gas, NGLs, crude oil and refined products transported through our subsidiaries’ pipelines; • the level of throughput in processing and treating operations; • the fees charged and the margins realized by our subsidiaries, including Sunoco LP and USAC, for their services; • the price of natural gas, NGLs, crude oil and refined products; • the relationship between natural gas, NGL and crude oil prices; • the weather in their respective operating areas; • the level of competition from other midstream, transportation and storage and retail marketing companies and other energy providers; • the level of their respective operating costs and maintenance and integrity capital expenditures; • the tax profile on any blocker entities treated as corporations for federal income tax purposes that are owned by any of our subsidiaries; • prevailing economic conditions; and • the level and results of their respective derivative activities.
The amount of cash that our subsidiaries distribute to us each quarter depends upon the amount of cash generated from our subsidiaries’ operations, which will fluctuate from quarter to quarter and will depend upon, among other things: • the amount of natural gas, NGLs, crude oil and refined products transported through our subsidiaries’ pipelines; • the level of throughput in processing and treating operations; • the fees charged and the margins realized by our subsidiaries, including Sunoco LP and USAC, for their services; • the price of natural gas, NGLs, crude oil, feedstock at Sunoco LP’s refining operations and refined products; • the relationship between natural gas, NGL and crude oil prices; • the weather in their respective operating areas; • the level of competition from other midstream, transportation and storage and retail marketing companies, refinery operators and other energy providers; • the level of their respective operating costs and maintenance and integrity capital expenditures; • the tax profile on any blocker entities treated as corporations for federal income tax purposes that are owned by any of our subsidiaries; • prevailing economic conditions; and • the level and results of their respective derivative activities.
Additionally, a shift toward electric, hydrogen, natural gas or other alternative-power vehicles could fundamentally change customers’ shopping habits or lead to new forms of fueling destinations or new competitive pressures. New technologies have been developed and governmental mandates have been implemented to improve fuel efficiency, which may result in decreased demand for petroleum-based fuel.
Additionally, a shift toward electric, hydrogen, natural gas or other alternative-power vehicles could fundamentally change customers’ shopping habits or lead to new forms of fueling destinations or new competitive pressures. New technologies have been developed and from time to time governmental mandates have been implemented to improve fuel efficiency, which may ultimately result in decreased demand for petroleum-based fuel.
These cash reserves will affect the amount of cash available for distribution to Unitholders. 77 Table of Contents Index to Financial Statements Unitholders may have liability to repay distributions. Under certain circumstances, Unitholders may have to repay us amounts wrongfully distributed to them.
These cash reserves will affect the amount of cash available for distribution to Unitholders. 79 Table of Contents Index to Financial Statements Unitholders may have liability to repay distributions. Under certain circumstances, Unitholders may have to repay us amounts wrongfully distributed to them.
Additionally, in 72 Table of Contents Index to Financial Statements December 2023, the EPA issued a final rule that established OOOOb new source and OOOOc first-time existing source standards of performance for GHG and VOC emissions for crude oil and natural gas well sites, natural gas gathering and boosting compressor stations, natural gas processing plants, and transmission and storage facilities, Owners or operators of affected emission units or processes will have to comply with specific standards of performance that may include leak detection using optical gas imaging and subsequent repair requirements, reduction of emissions by 95% through capture and control systems, zero-emission requirements, operations and maintenance requirements, and so-called “green well” completion requirements.
Additionally, in December 2023, the EPA issued a final rule that established OOOOb new source and OOOOc first-time existing source standards of performance for GHG and VOC emissions for crude oil and natural gas well sites, natural gas gathering and boosting compressor stations, natural gas processing plants, and transmission and storage facilities, owners or operators of affected emission units or processes will have to comply with specific standards of performance that may include leak detection using optical gas imaging and subsequent repair requirements, reduction of emissions by 95% through capture and control systems, zero-emission requirements, operations and maintenance requirements, and so-called “green well” completion requirements.
We may be unable to construct pipelines that are accretive to distributable cash flow for any of the following reasons, among others: • we are unable to identify pipeline construction opportunities with favorable projected financial returns; • we are unable to obtain necessary governmental approvals and contracts with qualified contractors and vendors on acceptable terms; 60 Table of Contents Index to Financial Statements • we are unable to raise financing for our identified pipeline construction opportunities; or • we are unable to secure sufficient transportation commitments from potential customers due to competition from other pipeline construction projects or for other reasons.
We may be unable to construct pipelines that are accretive to distributable cash flow for any of the following reasons, among others: • we are unable to identify pipeline construction opportunities with favorable projected financial returns; • we are unable to obtain necessary governmental approvals and contracts with qualified contractors and vendors on acceptable terms; • we are unable to raise financing for our identified pipeline construction opportunities; or • we are unable to secure sufficient transportation commitments from potential customers due to competition from other pipeline construction projects or for other reasons.
Sunoco LP’s operations are subject to significant hazards and risks inherent in transporting and storing motor fuel, crude oil, refined petroleum products and anhydrous ammonia.
Sunoco LP’s operations are subject to significant hazards and risks inherent in transporting and storing motor fuel, crude oil, refinery feedstock, refined petroleum products and anhydrous ammonia.
Sunoco LP’s pipelines and fuel storage terminals are subject to operational and business risks, the most significant of which include the following: • the inability to renew a ground lease for certain of its pipelines or fuel storage terminals on similar terms or at all; • the dependence on third parties to supply its fuel storage terminals; • outages at its pipelines or fuel storage terminals or interrupted operations due to weather-related or other natural causes; • the threat that the nation’s terminal infrastructure may be a future target of terrorist organizations; • the volatility in the prices of the products transported on its pipelines or stored at its fuel storage terminals and the resulting fluctuations in demand for storage services; • the effects of a sustained recession or other adverse economic conditions; • the possibility of federal and/or state regulations that may discourage its customers from transporting or storing gasoline, diesel fuel, ethanol and jet fuel at its fuel storage terminals or reduce the demand by consumers for petroleum products; • competition from other pipelines and fuel storage terminals that are able to provide its customers with comparable transportation service or storage capacity at lower prices; and • climate change legislation or regulations that restrict emissions of GHGs could result in increased operating and capital costs and reduced demand for its transportation and storage services.
Sunoco LP’s pipelines, fuel storage terminals and refinery are subject to operational and business risks, the most significant of which include the following: • the inability to renew a ground lease for certain of its pipelines, fuel storage terminals or at the Burnaby Refinery on similar terms or at all; • the dependence on third parties to supply its fuel storage terminals and refinery feedstock; • outages at its pipelines, fuel storage terminals or Burnaby Refinery, or interrupted operations due to weather-related or other natural causes; • the threat that the nation’s terminal infrastructure and the Burnaby Refinery may be a future target of terrorist organizations; • the volatility in the prices of the products transported on its pipelines, stored at its fuel storage terminals or its refinery feedstock and the resulting fluctuations in demand for storage services; • the effects of a sustained recession or other adverse economic conditions; • the possibility of federal and/or state regulations that may discourage its customers from transporting or storing gasoline, diesel fuel, ethanol and jet fuel at its fuel storage terminals or reduce the demand by consumers for petroleum products, and the possibility of federal, state or provincial regulation in Canada, particularly with respect to the Burnaby Refinery; • competition from other pipelines and fuel storage terminals that are able to provide its customers with comparable transportation service or storage capacity at lower prices or from other refineries servicing the Lower Mainland in Canada; and • climate change legislation or regulations that restrict emissions of GHGs could result in increased operating and capital costs and reduced demand for its transportation and storage services.
Approximately $4.33 billion of our consolidated debt as of December 31, 2024 bears interest at variable interest rates and the remainder bears interest at fixed rates. To the extent that we have debt with floating interest rates, our results of operations, cash flows and financial condition could be materially adversely affected by increases in interest rates.
Approximately $4.25 billion of our consolidated debt as of December 31, 2025 bears interest at variable interest rates and the remainder bears interest at fixed rates. To the extent that we have debt with floating interest rates, our results of operations, cash flows and financial condition could be materially adversely affected by increases in interest rates.
Pursuant to authority under the NGPSA and HLPSA, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for natural gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”) which are areas where a release could have the most significant adverse consequences, including high population areas, certain drinking water sources, and unusually sensitive ecological areas.
Pursuant to authority under the NGPSA and HLPSA, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for natural gas transmission and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas (“HCAs”) which are areas where a release could have 71 Table of Contents Index to Financial Statements the most significant adverse consequences, including high population areas, certain drinking water sources, and unusually sensitive ecological areas.
As of December 31, 2024, approximately 9% of our workforce is covered by a number of collective bargaining agreements with various terms and dates of expiration. There can be no assurances that we will not experience a work stoppage in the future as a result of labor disagreements.
As of December 31, 2025, approximately 6% of our workforce is covered by a number of collective bargaining agreements with various terms and dates of expiration. There can be no assurances that we will not experience a work stoppage in the future as a result of labor disagreements.
General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, could significantly impact crude oil supplies and petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise.
General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East, South America, Russia and Africa, could significantly impact crude oil supplies, refinery feedstock and petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, on the one hand, and Sunoco LP and USAC and their respective limited partners, on the other hand.
Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, on the one hand, and SunocoCorp and its respective members and Sunoco LP and USAC and their respective limited partners, on the other hand.
Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment.
Recent proposals have provided for the expansion of the qualifying income exception for publicly traded partnerships in certain circumstances and other proposals have provided for the total elimination of the qualifying income exception upon which we rely for our partnership tax treatment. In addition, the U.S.
On April 25, 2023, the Court of Appeals consolidated Panhandle’s and Michigan Public Service Commission’s appeals and stayed the consolidated appeal proceeding while the FERC further considered the requests for rehearing of its December 16, 2022 order. On September 25, 2023, the FERC issued its order addressing arguments raised on rehearing and compliance, which denied our requests for rehearing.
On April 25, 2023, the D.C. Circuit consolidated Panhandle’s and Michigan Public Service Commission’s appeals and stayed the consolidated appeal proceeding while the FERC further considered the requests for rehearing of its December 16, 2022 order. On September 25, 2023, the FERC issued its order addressing arguments raised on rehearing and compliance, which denied our requests for rehearing.
For the year ended December 31, 2024, approximately 14% of USAC’s compression services on a revenue basis were provided on a month-to-month basis to customers who continue to utilize its services following expiration of the primary term of their contracts. These customers can generally terminate their month-to-month compression services contracts on 30-days’ written notice.
For the year ended December 31, 2025, approximately 19% of USAC’s compression services on a revenue basis were provided on a month-to-month basis to customers who continue to utilize its services following expiration of the primary term of their contracts. These customers can generally terminate their month-to-month compression services contracts on 30-days’ written notice.
General economic, financial, and political conditions, including the impact of tariffs to the extent enacted, may materially adversely affect our results of operations and financial condition. General economic, financial, and political conditions may have a material adverse effect on our results of operations and financial condition.
General economic, financial, and political conditions, including the impact of tariffs, may materially adversely affect our results of operations and financial condition. General economic, financial, and political conditions may have a material adverse effect on our results of operations and financial condition.
Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our 56 Table of Contents Index to Financial Statements exposure to commodity prices.
Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at that point. It is also not always possible for us to engage in a hedging transaction that completely mitigates our exposure to commodity prices.
If the acquired assets perform at levels below the forecasts, then our future results of operations could be negatively impacted. 62 Table of Contents Index to Financial Statements Also, our reviews of proposed business or asset acquisitions are inherently imperfect because it is generally not feasible to perform an in-depth review of each such proposal given time constraints imposed by sellers.
If the acquired assets perform at levels below the forecasts, then our future results of operations could be negatively impacted. Also, our reviews of proposed business or asset acquisitions are inherently imperfect because it is generally not feasible to perform an in-depth review of each such proposal given time constraints imposed by sellers.
The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production categories.
In addition, the IRA 2022 amended the Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production categories.
Implementation of many of the recommendations in the DOI report will require Congressional action and we cannot predict the extent to which the recommendations may be implemented now or in the future, but restrictions on federal oil and gas activities have the potential to result in increased costs on us and our customers, decrease demand for our services on federal lands, and adversely impact our business.
Implementation of many of the 65 Table of Contents Index to Financial Statements recommendations in the DOI report will require Congressional action and we cannot predict the extent to which the recommendations may be implemented now or in the future, but restrictions on federal oil and gas activities have the potential to result in increased costs on us and our customers, decrease demand for our services on federal lands, and adversely impact our business.
Any such access, disclosure or loss could result in legal claims or 55 Table of Contents Index to Financial Statements proceedings, significant litigation costs, regulatory investigations and enforcement, penalties and fines, increased costs for system remediation and compliance requirements, disruption of our operations, damage to our reputation, or loss of confidence in our products and services, any or all of which could have a material adverse effect on our business and results.
Any such access, disclosure or loss could result in legal claims or proceedings, significant litigation costs, regulatory investigations and enforcement, penalties and fines, increased costs for system remediation and compliance requirements, disruption of our operations, damage to our reputation, or loss of confidence in our products and services, any or all of which could have a material adverse effect on our business and results.
If a significant number of these customers were to terminate their month-to-month services, or attempt to renegotiate their month-to-month contracts at substantially lower rates, it could have a material adverse effect on USAC’s business, results of operations, financial condition and cash available for distribution.
If a significant number of these customers were to terminate their month-to-month services, or attempt to renegotiate their month- 89 Table of Contents Index to Financial Statements to-month contracts at substantially lower rates, it could have a material adverse effect on USAC’s business, results of operations, financial condition and cash available for distribution.
Some of our general partner’s directors or officers are also directors and/or officers of Sunoco LP’s general partner or USAC’s general partner, and have fiduciary duties to manage the respective businesses of Sunoco LP and USAC in a manner beneficial to Sunoco LP, USAC and their respective unitholders.
Some of our general partner’s directors or officers are also directors and/or officers of Sunoco LP’s general partner, USAC’s general partner or SunocoCorp’s managing member, and have fiduciary duties to manage the respective businesses of Sunoco LP, USAC and SunocoCorp in a manner beneficial to Sunoco LP, USAC, SunocoCorp and their respective unitholders.
In the same January 26 64 Table of Contents Index to Financial Statements order, the Court of Appeals also overturned the District Court’s July 6, 2020 order that the pipeline be shut down and emptied of oil because of the lack of findings sufficient to satisfy the legal requirements for injunctive relief, including a finding of irreparable harm to the Tribes in the absence of an injunction.
In the same January 26 order, the Court of Appeals also overturned the District Court’s July 6, 2020 order that the pipeline be shut down and emptied of oil because of the lack of findings sufficient to satisfy the legal requirements for injunctive relief, including a finding of irreparable harm to the Tribes in the absence of an injunction.
The December 2023 rule also revises requirements for fugitive emissions monitoring and repair as well as equipment leaks and the frequency of monitoring surveys, establishes a “super-emitter” response program to timely mitigate emissions events, triggering certain response and repair requirements, and provides additional options for the use of advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions.
The December 2023 rule also revises requirements for fugitive emissions monitoring and repair as well as equipment leaks and the frequency of monitoring surveys, establishes a “super-emitter” response program to timely mitigate emissions events, 74 Table of Contents Index to Financial Statements triggering certain response and repair requirements, and provides additional options for the use of advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions.
On September 18, 2024, Panhandle petitioned the Court of Appeals for review of the September 9, 2024, July 29, 2024, and May 28, 2024 orders. On December 5, 2024, the FERC issued an order rejecting Panhandle’s June 27, 2024, refund report, ordering a corrected refund report and directing the issuance of additional refunds.
On September 18, 2024, Panhandle petitioned the D.C. Circuit for review of the September 9, 2024, July 29, 2024, and May 28, 2024 orders. On December 5, 2024, the FERC issued an order rejecting Panhandle’s June 27, 2024, refund report, ordering a corrected refund report and directing the issuance of additional refunds.
The resolution of these conflicts may not always be in our best interest. 87 Table of Contents Index to Financial Statements For example, conflicts of interest with Sunoco LP and USAC may arise in the following situations: • the allocation of shared overhead expenses to Sunoco LP, USAC and us; • the management of the ET-S Permian joint venture; • the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and Sunoco LP and USAC, on the other hand; • the determination of the amount of cash to be distributed to Sunoco LP’s and USAC’s partners and the amount of cash to be reserved for the future conduct of Sunoco LP’s and USAC’s businesses; • the determination whether to make borrowings under Sunoco LP’s and USAC’s revolving credit facilities to pay distributions to their respective partners; • the determination of whether a business opportunity (such as a commercial development opportunity or an acquisition) that we may become aware of independently of Sunoco LP and USAC is made available for Sunoco LP and USAC to pursue; and • any decision we make in the future to engage in business activities independent of Sunoco LP and USAC.
For example, conflicts of interest with SunocoCorp, Sunoco LP and USAC may arise in the following situations: • the allocation of shared overhead expenses to SunocoCorp, Sunoco LP, USAC and us; • the management of the ET-S Permian joint venture; • the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and SunocoCorp, Sunoco LP and USAC, on the other hand; • the determination of the amount of cash to be distributed to Sunoco LP’s and USAC’s partners and the amount of cash to be reserved for the future conduct of Sunoco LP’s and USAC’s businesses; • the determination whether to make borrowings under Sunoco LP’s and USAC’s revolving credit facilities to pay distributions to their respective partners; • the determination of whether a business opportunity (such as a commercial development opportunity or an acquisition) that we may become aware of independently of Sunoco LP and USAC is made available for Sunoco LP and USAC to pursue; and • any decision we make in the future to engage in business activities independent of SunocoCorp, Sunoco LP and USAC.
Fines and penalties for violations of these rules can be substantial. However, the EPA’s final rule is currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit.
Fines and penalties for violations of these rules can be substantial. However, the EPA’s final rule is currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit, and we cannot predict the ultimate outcome.
If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our Unitholders might be substantially reduced. 90 Table of Contents Index to Financial Statements Unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our Unitholders might be substantially reduced. Unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
A settlement was filed with the FERC on April 5, 2023, and approved by order dated June 30, 2023. Our interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect our business and results of operations.
A settlement was filed with the FERC on April 5, 2023, and approved by order dated June 30, 2023. 68 Table of Contents Index to Financial Statements Our interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect our business and results of operations.
Panhandle filed its Petition for Review with the Court of Appeals regarding the September 25, 2023 order. On October 25, 2023, Panhandle filed a limited request for rehearing of the September 25 order addressing arguments raised on rehearing and compliance, which was subsequently denied by operation of law on November 27, 2023.
Panhandle filed its Petition for Review with the D.C. Circuit regarding the September 25, 2023 order. On October 25, 2023, Panhandle filed a limited request for rehearing of the September 25 order addressing arguments raised on rehearing and compliance, which was subsequently denied by operation of law on November 27, 2023.
Any work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our business, financial position, results of operations or cash flows. Cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers, could materially and adversely affect our business, operations, reputation, and financial results.
Any work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our business, financial position, results of operations or cash flows. 57 Table of Contents Index to Financial Statements Cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers, could materially and adversely affect our business, operations, reputation, and financial results.
Prolonged outages or disruptions in our information technology infrastructure could impair our ability to deliver services, meet customer expectations or comply with regulatory requirements. Product liability claims and litigation could adversely affect our business and results of operations. Product liability is a significant commercial risk.
Prolonged outages or disruptions in our information technology infrastructure could impair our ability to deliver services, meet customer expectations or comply with regulatory requirements. 58 Table of Contents Index to Financial Statements Product liability claims and litigation could adversely affect our business and results of operations. Product liability is a significant commercial risk.
On January 5, 2024, the FERC issued a second order addressing arguments raised on rehearing in which it modified certain discussion from its September 25, 2023 order and sustained its prior conclusions. Panhandle has timely filed its Petition for Review with the Court of Appeals regarding the January 5, 2024 order.
On January 5, 2024, the FERC issued a second order addressing arguments raised on rehearing in which it modified certain discussion from its September 25, 2023 order and sustained its prior conclusions. Panhandle has timely filed its Petition for Review with the D.C. Circuit regarding the January 5, 2024 order.
As a result, distributions to a non-United States Unitholder will be subject to withholding at the highest applicable effective tax rate and a non-United States Unitholder who sells or otherwise disposes of a unit will also be subject to United States federal income tax on the gain realized from the sale or disposition of that unit.
As a result, distributions to a non-United States Unitholder will be subject to withholding at the highest 93 Table of Contents Index to Financial Statements applicable effective tax rate and a non-United States Unitholder who sells or otherwise disposes of a unit will also be subject to United States federal income tax on the gain realized from the sale or disposition of that unit.
Although we control Sunoco LP and USAC through our ownership of Sunoco LP’s and USAC’s general partners, Sunoco LP’s and USAC’s general partners owe duties to Sunoco LP and Sunoco LP’s unitholders and USAC and USAC’s unitholders, respectively, which may conflict with our interests.
Although we control SunocoCorp, Sunoco LP and USAC through our ownership of SunocoCorp’s managing member and Sunoco LP’s and USAC’s general partners, SunocoCorp’s managing member and Sunoco LP’s and USAC’s general partners owe duties to SunocoCorp and SunocoCorp’s unitholders, Sunoco LP and Sunoco LP’s unitholders and USAC and USAC’s unitholders, respectively, which may conflict with our interests.
For more information, see our regulatory disclosure titled “Indigenous 53 Table of Contents Index to Financial Statements Protections.” Our ability to secure extensions of existing agreements, permits and licenses is essential to our continuing business operations, and securing additional rights-of-way will be critical to our ability to pursue expansion projects.
For more information, see our regulatory disclosure titled “Indigenous Protections.” Our ability to secure extensions of existing agreements, permits and licenses is essential to our continuing business operations, and securing additional rights-of-way will be critical to our ability to pursue expansion projects.
Energy Transfer indirectly owns all of the IDRs of Sunoco LP. These IDRs entitle the holder to receive increasing percentages of total cash distributions made by Sunoco LP as such entity reaches established target cash distribution levels as specified in its partnership agreement.
These IDRs entitle the holder to receive increasing percentages of total cash distributions made by Sunoco LP as such entity reaches established target cash distribution levels as specified in its partnership agreement.
A broader transition to alternative fuels or energy sources, whether resulting from potential new government regulation, carbon taxes, governmental incentives and funding such as those provided in the IRA 2022, or consumer preferences could result in decreased demand for hydrocarbon products like crude oil, natural gas and NGLs that we handle.
A broader transition to alternative fuels or energy sources, whether resulting from potential new government regulation, carbon taxes, governmental incentives and funding or consumer preferences could result in decreased demand for hydrocarbon products like crude oil, natural gas and NGLs that we handle.
The occurrence of any of the above situations, amongst others, may affect operations at their fuel storage terminals and may adversely affect Sunoco LP’s business, financial condition, results of operations, cash flows and ability to make distributions to its unitholders. Negative events or developments associated with Sunoco LP’s branded suppliers could have an adverse impact on its revenues.
The occurrence of any of the above situations, amongst others, may affect operations at Sunoco LP’s fuel storage terminals or the Burnaby Refinery and may adversely affect Sunoco LP’s business, financial condition, results of operations, cash flows and ability to make distributions to its unitholders. 84 Table of Contents Index to Financial Statements Negative events or developments associated with Sunoco LP’s branded suppliers could have an adverse impact on its revenues.
Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit. Sunoco LP’s operating results are influenced by prices for motor fuel.
Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit. Sunoco LP’s operating results are influenced by prices for motor fuel, refinery feedstock and refined petroleum products.
For the year ended December 31, 2024, sales of refined motor fuels accounted for approximately 95% of Sunoco LP’s total revenues and 47% of gross profit. A significant decrease in demand for motor fuel in the areas Sunoco LP serves could significantly reduce revenues and Sunoco LP’s ability to make distributions to its unitholders, including Energy Transfer.
For the year ended December 31, 2025, sales of refined motor fuels accounted for approximately 92% of Sunoco LP’s total revenues. A significant decrease in demand for motor fuel in the areas Sunoco LP serves could significantly reduce revenues and Sunoco LP’s ability to make distributions to its unitholders, including Energy Transfer.
If so, such Unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
If so, such Unitholder would no longer 94 Table of Contents Index to Financial Statements be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.
In addition, the actual amount of cash that our subsidiaries, including Sunoco LP and USAC, will have available for distribution will also depend on other factors, such as: • the level of capital expenditures they make; • the level of costs related to litigation and regulatory compliance matters; • the cost of acquisitions, if any; • the levels of any margin calls that result from changes in commodity prices; • debt service requirements; • fluctuations in working capital needs; • their ability to borrow under their respective revolving credit facilities; • their ability to access capital markets; • restrictions on distributions contained in their respective debt agreements; and • the amount, if any, of cash reserves established by the board of directors and their respective general partners in their discretion for the proper conduct of their respective businesses.
In addition, the actual amount of cash that our subsidiaries, including Sunoco LP and USAC, will have available for distribution will also depend on other factors, such as: • the level of capital expenditures they make; • the level of costs related to litigation and regulatory compliance matters; • the cost of acquisitions, if any; • the levels of any margin calls that result from changes in commodity prices; • debt service requirements, distributions and other liabilities; • fluctuations in working capital needs; • their ability to borrow under their respective revolving credit facilities; • their ability to access capital markets; • restrictions on distributions contained in their respective debt agreements; and • the amount, if any, of cash reserves established by the board of directors and their respective general partners in their discretion for the proper conduct of their respective businesses. 49 Table of Contents Index to Financial Statements Energy Transfer does not have any control over many of these factors, including the level of cash reserves established by the board of directors.
Our stakeholders could be impacted by conflicts of interest, including: • our general partner may favor its own interests to the detriment of our Unitholders; • fiduciary duties owed to Sunoco LP, USAC and their respective unitholders by their general partners; and • potential conflicts of interest faced by directors and officers in managing our business. Tax Risks .
Our stakeholders could be impacted by conflicts of interest, including: • our general partner may favor its own interests to the detriment of our Unitholders; • fiduciary duties owed to SunocoCorp, Sunoco LP, USAC and their respective unitholders by their managing member or general partners, as applicable; and • potential conflicts of interest faced by directors and officers in managing our business.
As of December 31, 2024, the Partnership had outstanding 847,443,096 Energy Transfer Class A Units. Cost reimbursements due to our general partner may be substantial and may reduce our ability to pay the distributions to Unitholders. Prior to making any distributions to our Unitholders, we will reimburse our general partner for all expenses it has incurred on our behalf.
As of December 31, 2025, the Partnership had outstanding 851,420,597 Energy Transfer Class A Units. Cost reimbursements due to our general partner may be substantial and may reduce our ability to pay the distributions to Unitholders. Prior to making any distributions to our Unitholders, we will reimburse our general partner for all expenses it has incurred on our behalf.
Comments on the 2022 Certificate Policy Statement and the GHG Policy Statement were due on April 25, 2022, and reply comments were due on May 25, 2022. On January 24, 2025, the FERC issued an order withdrawing the draft GHG Policy Statement and terminating the proceeding. The FERC has taken no further action on the 2022 Certificate Policy Statement.
Comments on the 2022 Certificate Policy Statement and the GHG Policy Statement were due on April 25, 2022, and reply comments were due on May 25, 2022. On January 24, 2025, the FERC issued an order withdrawing the draft GHG Policy Statement and terminating the proceeding.
We will attempt to remarket the subject capacity and, depending on the availability of alternatives to our services, any resulting contracts may have terms that are less favorable to us than the former shipper’s contract.
We will attempt to remarket the 54 Table of Contents Index to Financial Statements subject capacity and, depending on the availability of alternatives to our services, any resulting contracts may have terms that are less favorable to us than the former shipper’s contract.
While the Federal Reserve reduced benchmark interest rates by 75 basis points in late 2024, the continuation of rates at the current level could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.
While the Federal Reserve reduced benchmark interest rates by 100 basis points in late 2024, and 75 basis points in late 2025, the prospect of additional interest rate cuts remains uncertain and the continuation of rates at the current level could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.
As a result, Unitholders may be required to sell their units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2024, the directors and executive officers of our general partner owned approximately 7% of our Common Units.
As a result, Unitholders may be required to sell their units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. As of February 13, 2026, the directors and executive officers of our general partner owned approximately 10% of our Common Units.
A contango market (meaning that the price of crude oil or other products for future delivery is higher than the current price) is associated with greater demand for storage capacity, because a party can simultaneously purchase crude oil or other products at current prices for storage and sell at higher prices for future delivery.
A contango market (meaning that the price of crude oil or other products for future delivery is higher than the current price) is associated 56 Table of Contents Index to Financial Statements with greater demand for storage capacity, because a party can simultaneously purchase crude oil or other products at current prices for storage and sell at higher prices for future delivery.
Our pipeline systems of Enable Oklahoma Intrastate Transmission, LLC, Oasis Pipeline, LP, Houston Pipe Line Company LP, ETC Katy Pipeline, LLC, Energy Transfer Fuel, LP, Lobo Pipeline Company, LLC, Pelico Pipeline, LLC, Regency Intrastate Gas LP, Red Bluff Express Pipeline, LLC, Trans-Pecos Pipeline, LLC and Comanche Trail Pipeline, LLC provide such services.
Our pipeline systems of Enable Oklahoma Intrastate Transmission, LLC, Oasis Pipeline, LP, Houston Pipe Line Company LP, ETC Katy Pipeline, LLC, Energy Transfer Fuel, LP, Lobo Pipeline Company, LLC, Pelico 70 Table of Contents Index to Financial Statements Pipeline, LLC, Regency Intrastate Gas LP, Red Bluff Express Pipeline, LLC, Trans-Pecos Pipeline, LLC and Comanche Trail Pipeline, LLC provide such services.
The suspension of these federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary injunction by a federal district judge in Louisiana in June 2021 and permanent injunction in August 2022, effectively halting implementation of the leasing suspension.
The suspension of these federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary 77 Table of Contents Index to Financial Statements injunction by a federal district judge in Louisiana in June 2021 and permanent injunction in August 2022, effectively halting implementation of the leasing suspension.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis program includes processes that are modeled after the National Institute of Standards and Technology’s Cybersecurity Framework and focuses on using business drivers to guide cybersecurity activities. This program is managed by a team of full-time employees, overseen by our Chief Information Officer, that are tasked with conducting our day-to-day information technology (“IT”) operations (collectively, the “IT team”).
Biggest changeThis program is managed by our Chief Information Officer, who is supported by a team of full-time employees tasked with conducting our day-to-day information technology (“IT”) operations (collectively, the “IT team”). Furthermore, the Partnership considers cybersecurity risks as part of, and has incorporated its cybersecurity program into, the Partnership’s overall risk management processes.
A successful attack on our information system or operational technology system could have significant consequences to the business, including the interruption of key services that our customers depend on. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security.
A successful attack on our information system or operational technology system could have significant consequences to our business, including the interruption of key services that our customers depend on. While we devote resources to our security measures to protect our systems and information, 97 Table of Contents Index to Financial Statements these measures cannot provide absolute security.
The members of this team have over 50 years of combined experience in the field of IT, including 20 years dedicated to cybersecurity, and hold 95 Table of Contents Index to Financial Statements various certifications, including Global Industrial Cyber Security Professional (GICSP), Certified Information Systems Security Professional (CISSP) and Certified Ethical Hacker (CEH) certifications.
The members of this team have over 50 years of combined experience in the field of IT, including 20 years dedicated to cybersecurity, and hold various certifications, including Global Industrial Cyber Security Professional (GICSP), Certified Information Systems Security Professional (CISSP) and Certified Ethical Hacker (CEH) certifications.
Management also updates the Audit Committee as new risks are identified and regarding the steps taken to mitigate such risks. The Audit Committee reviews periodic reporting and updates regarding our cybersecurity risk management.
The IT team provides periodic cybersecurity program updates to senior management and to the Audit Committee. Management also updates the Audit Committee as new risks are identified and regarding the steps taken to mitigate such risks. The Audit Committee reviews periodic reporting and updates regarding our cybersecurity risk management.
This team is responsible for cybersecurity threat prevention, detection, mitigation and remediation for the combined organization. Our cyber incident response plan requires IT team members who detect suspicious activity in our IT environment to escalate that activity to a supervisor who then evaluates the threat. If necessary, the suspicious activity is reported to the Chief Information Officer.
Our cyber incident response plan requires IT team members who detect suspicious activity in our IT environment to escalate that activity to a supervisor who then evaluates the threat. If necessary, the suspicious activity is reported to the Chief Information Officer.
Management (including representatives from the legal, human resources, IT and corporate security departments) is notified by the IT team whenever a discovered cybersecurity incident may potentially have a significant impact on our business operations.
Management (including representatives from the legal, human resources, IT and corporate security departments) is notified by the IT team whenever a discovered cybersecurity incident may potentially have a significant impact on our business operations. The Partnership’s Board of Directors has delegated the responsibility for the oversight of cybersecurity risks to the Audit Committee.
Risk Factors— Cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers, could materially and adversely affect our business, operations, reputation, and financial results; and —Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.” Board of Directors’ Oversight and Management’s Role Our Chief Information Officer oversees the Partnership’s functions of IT, cybersecurity, infrastructure and IT governance (including the Partnership’s IT team) and has more than 35 years of experience leading business technology functions.
Risk Factors— Cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers, could materially and adversely affect our business, operations, reputation, and financial results; and —Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.” Board of Directors’ Oversight and Management’s Role Our Chief Information Officer is responsible for assessing and managing the Partnership’s material risks from cybersecurity threats, including cybersecurity threat prevention, detection, mitigation and remediation for the combined organization, and oversees the Partnership’s functions of IT, cybersecurity, infrastructure and IT governance (including the Partnership’s IT team).
Coast Guard (USCG), we seek to follow industry cybersecurity standards and protect our infrastructure against cyber attacks from domestic and international threats. 94 Table of Contents Index to Financial Statements We seek to use a defense-in-depth approach for cybersecurity management, layers of technology, policies and training at all levels of the enterprise designed to keep the Partnership’s assets secure and operational.
We seek to use a defense-in-depth approach for cybersecurity management, layers of technology, policies and training at all levels of the enterprise designed to keep the Partnership’s assets secure and operational.
In the normal course of business, we may collect and store certain sensitive information of the Partnership, including proprietary and confidential business information, trade secrets, intellectual property, sensitive third-party and employee information, and certain personally identifiable information. The Partnership maintains a shared services cybersecurity program for assessing, identifying and managing material risks from cybersecurity threats.
In the normal course of business, we may collect and store certain sensitive information of 96 Table of Contents Index to Financial Statements the Partnership, including proprietary and confidential business information, trade secrets, intellectual property, sensitive third-party and employee information, and certain personally identifiable information.
The Partnership’s IT team is responsible for our efforts to comply with applicable cybersecurity standards, establish effective cybersecurity protocols and protect the integrity, confidentiality and availability of our IT infrastructure.
Our Chief Information Officer has more than 35 years of experience leading business technology functions. The Partnership’s IT team supports the Chief Information Officer in our efforts to comply with applicable cybersecurity standards, establish effective cybersecurity protocols and protect the integrity, confidentiality and availability of our IT infrastructure.
Furthermore, the Partnership considers cybersecurity risks as part of, and has incorporated its cybersecurity program into, the Partnership’s overall risk management processes. Through engagement with the guidance of the Federal Bureau of Investigation (FBI), Cybersecurity and Infrastructure Security Agency (CISA), Transportation Security Administration (TSA) and the U.S.
Through engagement with the guidance of the Federal Bureau of Investigation (FBI), Cybersecurity and Infrastructure Security Agency (CISA), Transportation Security Administration (TSA) and the U.S. Coast Guard (USCG), we seek to follow industry cybersecurity standards and protect our infrastructure against cyber attacks from domestic and international threats.
Removed
The Partnership’s Board of Directors has delegated the responsibility for the oversight of cybersecurity risks to the Audit Committee, which is ultimately responsible for assessing and managing the Partnership’s material risks from cybersecurity threats. The IT team provides periodic cybersecurity program updates to senior management and to the Audit Committee.
Added
The Partnership maintains a shared services cybersecurity program for assessing, identifying and managing material risks from cybersecurity threats. This program includes processes that are modeled after the National Institute of Standards and Technology’s Cybersecurity Framework and focuses on using business drivers to guide cybersecurity activities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

29 edited+16 added−9 removed27 unchanged
Biggest changeThe plaintiffs seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees. As of March 31, 2023, Sunoco Defendants are defendants in two cases: one case initiated by the State of Maryland and one by the Commonwealth of Pennsylvania.
Biggest changeAs of March 31, 2023, Sunoco Defendants are defendants in two cases: one case initiated by the State of Maryland and one by the Commonwealth of Pennsylvania. The actions brought also named as defendants ETO, ETP Holdco and Sunoco Partners Marketing & Terminals L.P., now known as Energy Transfer Marketing & Terminals L.P.
On February 1, 2022, Energy Transfer and Rover filed a Complaint for Declaratory Relief in the United States District Court for the Northern District of Texas seeking an order declaring that FERC must bring its enforcement action in federal district court (instead of before an administrative law judge).
On February 1, 2022, Energy Transfer and Rover filed a Complaint for Declaratory Relief in the United States District Court for the Northern District of Texas (“USDC”) seeking an order declaring that FERC must bring its enforcement action in federal district court (instead of before an administrative law judge).
ITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for the year ended December 31, 2025.
On June 15, 2023, PHMSA issued a Notice of Probable Violation, Proposed Civil Penalty, and Proposed Compliance Order (collectively “NOPV”), CPF 4-2023-011-NOPV, identifying three probable violations with compliance order actions associated with two of them and civil penalties proposed in an amount totaling $2,473,912.
On June 15, 2023, PHMSA issued a Notice of Probable Violation, Proposed Civil Penalty, and Proposed Compliance Order (collectively “NOPV”), CPF 4-2023-011-NOPV, identifying three probable violations with compliance order actions associated with two of them and civil penalties proposed in an amount totaling approximately $2 million.
On August 8, 2023, Plaintiffs filed a notice of voluntary dismissal of their lawsuit without prejudice. On or about August 7, 2024, Plaintiffs refiled their suit with slight modifications and removing their negligence per se claim in Chester County, Tennessee. On or about August 27, 2024, the first two Energy Transfer defendants were served.
On or about August 7, 2024, Plaintiffs refiled their suit with slight modifications and removing their negligence per se claim in Chester County, Tennessee. On or about August 27, 2024, the first two Energy Transfer defendants were served. On or about September 13, 2024, Plaintiffs filed a notice of voluntary dismissal of their latest lawsuit without prejudice.
An adverse determination with respect to one or more of the MTBE cases could 96 Table of Contents Index to Financial Statements have a significant impact on results of operations during the period in which any such adverse determination occurs, but such an adverse determination likely would not have a material adverse effect on the Partnership’s consolidated financial position.
An adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any such adverse determination occurs, but such an adverse determination likely would not have a material adverse effect on the Partnership’s consolidated financial position.
In late 2016, FERC Enforcement Staff began a non-public investigation related to Rover’s purchase and removal of a potentially historic home (known as the Stoneman House) while Rover’s application for permission to construct the new 711-mile interstate natural gas pipeline and related facilities was pending.
Energy Transfer intends to vigorously defend the subject claims. In late 2016, FERC Enforcement Staff began a non-public investigation related to Rover’s purchase and removal of a potentially historic home (known as the Stoneman House) while Rover’s application for permission to construct the new 711-mile interstate natural gas pipeline and related facilities was pending.
On October 13, 2023, Mid Valley received a NOPSO from the PHMSA related to various historical accidents and complaints reported to PHMSA on the Mid Valley system.
On October 13, 2023, Mid Valley Pipeline Company LLC, (“Mid Valley”) received a NOPSO from the PHMSA related to various historical accidents and complaints reported to PHMSA on the Mid Valley system.
No injuries resulted from the incident. On June 26, 2023, Plaintiffs Michael and Cecilia Weinman ("Plaintiffs") filed suit in Chester County, Tennessee, against Mid Valley and other Energy Transfer defendants asserting claims for negligence, trespass, and other tort claims and alleging damage to their property stemming from the crude oil release.
On June 26, 2023, Plaintiffs Michael and Cecilia Weinman ("Plaintiffs") filed suit in Chester County, Tennessee, against Mid Valley and other Energy Transfer defendants asserting claims for negligence, trespass, and other tort claims and alleging damage to their property stemming from the crude oil release. Plaintiffs alleged actual monetary damages and punitive damages totaling $380 million.
The FERC and District Court proceedings remain stayed at this time. Energy Transfer and Rover intend to vigorously defend this claim. In mid-2017, FERC Enforcement Staff began a non-public investigation regarding allegations that diesel fuel may have been included in the drilling mud at the Tuscarawas River horizontal directional drilling (“HDD”) operations.
The USDC has set the status conference for March 3, 2026. Energy Transfer and Rover intend to vigorously defend this claim. In mid-2017, FERC Enforcement Staff began a non-public investigation regarding allegations that diesel fuel may have been included in the drilling mud at the Tuscarawas River horizontal directional drilling (“HDD”) operations.
At a June 2, 2022, status conference, the trial judge set a schedule for Rover and the other remaining defendant to file motions 97 Table of Contents Index to Financial Statements to dismiss the Fourth Amended Complaint. On August 1, 2022, Rover and the other remaining defendant each filed their respective motions.
At a June 2, 2022, status conference, the trial judge set a schedule for Rover and the other remaining defendant to file motions to dismiss the Fourth Amended Complaint. On August 1, 2022, Rover and the other remaining defendant each filed their respective motions. Briefing on those motions was completed on November 4, 2022.
While we believe that even if any one or more of the following environmental proceedings were decided against us, it would not be material to our financial position, results of operations or cash flows, we are required to report environmental governmental proceedings if we reasonably believe that such proceedings reasonably could result in monetary sanctions in excess of $1 million (previously $0.3 million).
While we believe that even if any one or more of the following environmental proceedings were decided against us, it would not be material to our financial position, results of operations or cash flows, we are required to report environmental governmental proceedings if we reasonably believe that such proceedings reasonably could result in monetary sanctions in excess of $1 million (previously $0.3 million). 98 Table of Contents Index to Financial Statements ETC Sunoco and Energy Transfer R&M (collectively, “Sunoco Defendants”) are defendants in lawsuits alleging MTBE contamination of groundwater.
Plaintiffs alleged actual monetary damages and punitive damages totaling $380 million. The Energy Transfer defendants were served on or around July 5, 2023, and timely filed a notice of removal of the lawsuit to federal court in the Western District of Tennessee Eastern Division on August 2, 2023.
The Energy Transfer defendants were served on or around July 5, 2023, and timely filed a notice of removal of the lawsuit to federal court in the Western District of Tennessee Eastern Division on August 2, 2023. On August 8, 2023, Plaintiffs filed a notice of voluntary dismissal of their lawsuit without prejudice.
On December 16, 2021, FERC issued an Order to Show Cause and Notice of Proposed Penalty (Docket No. IN17-4-000), ordering Rover to show cause why it should not be found to have violated Section 7(e) of the NGA, Section 157.20 of FERC’s regulations, and the Rover Pipeline Certificate Order, and assessed civil penalties of $40 million.
IN17-4-000), ordering Rover to show cause why it should not be found to have violated Section 7(e) of the 99 Table of Contents Index to Financial Statements NGA, Section 157.20 of FERC’s regulations, and the Rover Pipeline Certificate Order, and assessed civil penalties of $40 million.
The Partnership is also in the process of evaluating any other legal options that may be available to it for challenging the agency action. On August 31, 2023, the United States Department of Justice filed suit in the District Court for the Southern District of Texas (Corpus Christi Division) captioned as United States v. Energy Transfer (R&M), LLC et al.
On August 31, 2023, the United States Department of Justice filed suit in the District Court for the Southern District of Texas (Corpus Christi Division) captioned as United States v. Energy Transfer (R&M), LLC et al.
Briefing on those motions was completed on November 4, 2022. By order issued on October 20, 2023, the trial judge dismissed the Ohio EPA’s Fourth Amended Petition. On November 17, 2023, the State of Ohio appealed the trial judge’s decision to Ohio’s Fifth District Court of Appeals.
By order issued on October 20, 2023, the trial judge dismissed the Ohio EPA’s Fourth Amended Petition. On November 17, 2023, the State of Ohio appealed the trial judge’s decision to Ohio’s Fifth District Court of Appeals. The State filed its initial brief on January 8, 2024 and Energy Transfer’s and Rover’s responsive brief was filed February 20, 2024.
The State filed its initial brief on January 8, 2024 and Energy Transfer’s and Rover’s responsive brief was filed February 20, 2024. The State filed a reply brief on February 26, 2024. Oral argument on the appeal was held on August 27, 2024. On October 1, 2024, Ohio’s Fifth District Court of Appeals affirmed the trial judge’s decision.
The State filed a reply brief on February 26, 2024. Oral argument on the appeal was held on August 27, 2024. On October 1, 2024, Ohio’s Fifth District Court of Appeals affirmed the trial judge’s decision. The State of Ohio sought permission to appeal this decision from the Ohio State Supreme Court. Energy Transfer and Rover have opposed such permission.
The actions brought also named as defendants ETO, ETP Holdco and Sunoco Partners Marketing & Terminals L.P., now known as Energy Transfer Marketing & Terminals L.P. It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued.
It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued.
Operation and maintenance (O&M) activities will continue for several years. On February 3, 2022, the State of New Mexico, ex rel. Hector Balderas, Attorney General filed a complaint against ETO, Transwestern, Kinder Morgan, Inc., El Paso Natural Gas L.L.C. and Northwest Pipeline, LLC in Cause No.
Hector Balderas, Attorney General filed a complaint against ETO, Transwestern, Kinder Morgan, Inc., El Paso Natural Gas L.L.C. and Northwest Pipeline, LLC in Cause No.
On October 13, 2023, Mid Valley received a Notice of Proposed Safety Order ("NOPSO") from PHMSA related to this incident and other historical incidents on the Mid Valley pipeline system. No other government agency action has occurred. Groundwater monitoring wells were abandoned on June 12, 2023, which concluded environmental related activities associated with the incident site.
No other government agency action has 100 Table of Contents Index to Financial Statements occurred. Groundwater monitoring wells were abandoned on June 12, 2023, which concluded environmental related activities associated with the incident site. No injuries resulted from the incident.
Please see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” On February 13, 2025, SPLP received a Notice of Proposed Safety Order (“NOPSO”) from the PHMSA related to a release of jet fuel on the Twin Oaks Discharge pipeline system in Bucks County, Pennsylvania.
We cannot predict the ultimate outcome of this litigation or the amount of time and expense that will be required to resolve it. On February 13, 2025, SPLP received a Notice of Proposed Safety Order (“NOPSO”) from PHMSA related to a release of jet fuel on the Twin Oaks Discharge pipeline system in Bucks County, Pennsylvania.
After an administrative hearing, which was held on April 24, 2024 before a PHMSA Presiding Official, the PHMSA Southwest Region recommended to remain relatively firm on the NOPV, with only a slightly reduced civil penalty of approximately $2,455,312. The Partnership has challenged the PHMSA recommendation and is also currently challenging certain procedural events which occurred following the administrative hearing.
After an administrative hearing, which was held on April 24, 2024 before a PHMSA Presiding Official, the PHMSA Southwest Region recommended to remain relatively firm on the NOPV, only slightly reducing the civil penalty by approximately $19 thousand. The Partnership challenged the PHMSA administrative process in federal court, alleging among other things that PHMSA’s in-house administrative enforcement process was unconstitutional.
The NOPSO made certain preliminary findings and proposes that SPLP take certain measures with respect to the system to ensure safety. SPLP plans to submit a written response within the 30-day response period. It is too early to predict the outcome, timeline, or costs associated with this administrative action.
The NOPSO made certain preliminary findings and proposes that SPLP take certain measures with respect to the system to ensure safety. SPLP engaged in informal settlement discussions with PHMSA and entered into a Consent Agreement that was finalized into a Consent Order on May 2, 2025. We cannot predict the outcome, timeline or costs associated with this administrative action.
On or about September 13, 2024, Plaintiffs filed a notice of voluntary dismissal of their latest lawsuit without prejudice. 98 Table of Contents Index to Financial Statements On November 29, 2023, the United States Coast Guard issued the final invoice for all federal expenses related to the incident response in the amount of $90,000.
On November 29, 2023, the United States Coast Guard issued the final invoice for all federal expenses related to the incident response in the amount of $90,000. The expenses have been validated and sent for payment.
In the event a Consent Agreement and Order is not reached between the parties during this process, Mid Valley may request a Hearing on the NOPSO. It is too early to predict the outcome, timeline, or costs associated with this administrative action.
In the event a Consent Agreement and Order is not reached between the parties during this process, Mid Valley may request a Hearing on the NOPSO. The informal consultation process has concluded with PHMSA and Mid Valley reaching agreement on the Corrective Measures. PHMSA issued the Consent Agreement which was signed by Mid Valley on March 21, 2025.
Once discovery has been completed, Transwestern will be able to provide an assessment of the potential outcome or range of potential liability, if any. Trial has been set for August 2025. On June 29, 2022, near Henderson, Tennessee, a Mid Valley mowing contractor struck an exposed section of the 22-inch diameter Hornsby to Denver line segment while mowing.
The parties executed a settlement agreement in February 2026 and dismissed the case. On June 29, 2022, near Henderson, Tennessee, a Mid Valley mowing contractor struck an exposed section of the 22-inch diameter Hornsby to Denver line segment while mowing.
ETC Sunoco and Energy Transfer R&M (collectively, “Sunoco Defendants”) are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs, state-level governmental entities, assert product liability, nuisance, trespass, negligence, violation of environmental laws, and/or deceptive business practices claims.
The plaintiffs, state-level governmental entities, assert product liability, nuisance, trespass, negligence, violation of environmental laws, and/or deceptive business practices claims. The plaintiffs seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees.
The complaint alleges discharge or release of PCBs into the natural environment from compressor stations in connection with the operation of Transwestern. The parties completed document discovery and depositions of factual witnesses in December 2024 and will begin taking expert depositions in March 2025.
The complaint alleged discharge or release of PCBs into the natural environment from compressor stations in connection with the operation of Transwestern. The State sought damages in the range of $50 million to $60 million plus the attorneys’ fees from Transwestern. The parties agreed to a settlement in September 2025.
The State of Ohio sought permission to appeal this decision from the Ohio State Supreme Court. Energy Transfer and Rover have opposed such permission. On January 28, 2025, the Ohio State Supreme Court declined to hear the State’s appeal.
On January 28, 2025, the Ohio State Supreme Court declined to hear the State’s appeal. The time period has passed for the State of Ohio to seek reconsideration of this Order with the Ohio Supreme Court. On April 25, 2025, the State of Ohio filed a Petition for Writ of Certiorari with the U.S. Supreme Court.
Removed
The State of Ohio could seek reconsideration of this Order with the Ohio Supreme Court or attempt to seek review from the U.S. Supreme Court. Energy Transfer and Rover intend to vigorously defend this claim.
Added
Sunoco LP, Aloha Petroleum and other Energy Transfer affiliates are defendants in lawsuits alleging liability for climate change impacts from greenhouse gas emissions in Hawaii, Maine and Vermont.
Removed
In January 2019, we received notice from the DOJ on behalf of the EPA that a civil penalty enforcement action was being pursued under the Clean Water Act for an estimated 450 barrel crude oil release from the Mid Valley Pipeline operated by SPLP and owned by Mid Valley.
Added
Plaintiffs in these cases allege deceptive marketing and concealment of information about these effects, violations of state consumer protection and unfair trade practices laws, and seek certain equitable relief, statutory and civil penalties, punitive damages, disgorgement of profits and attorney’s fees. We are unable to estimate the possible loss or range of loss in excess of amounts accrued.
Removed
The release purportedly occurred in October 2014 on a nature preserve located in Hamilton County, Ohio, near Cincinnati, Ohio. After discovery and notification of the release, SPLP conducted substantial emergency response, remedial work and primary restoration in three phases and the primary restoration has been acknowledged to be complete.
Added
The FERC and District Court proceedings remain stayed at this time. The USDC set a scheduling conference for December 16, 2025. The parties filed a motion to continue the status conference on December 10, 2025 and on January 20, 2026 to extend the status conference to March 2026 for the purposes of the parties engaging in settlement discussions.
Removed
In December of 2019, SPLP reached an agreement in principal with the EPA regarding payment of a civil penalty which will be subject to public comment.
Added
On December 16, 2021, FERC issued an Order to Show Cause and Notice of Proposed Penalty (Docket No.
Removed
In September of 2024, after a public comment period, the United States District Court for the Southern District of Ohio (Western Division) entered a Consent Decree whereby SPLP and Mid Valley resolved both the civil penalty as well as alleged natural resource damages (NRD) brought jointly by the DOJ, on behalf of United States Department of Interior Fish and Wildlife, and the Ohio Attorney General, on behalf of the Ohio EPA.
Added
Rover filed a Brief in Opposition on June 30, 2025. The State of Ohio filed a reply brief on July 11, 2025. On October 6, 2025, the U.S. Supreme Court denied the State of Ohio’s Petition for Writ of Certiorari, concluding this matter. On February 3, 2022, the State of New Mexico, ex rel.
Removed
The expenses have been validated and sent for payment. The Energy Transfer Defendants cannot predict the ultimate outcome of this litigation or the amount of time and expense that will be required to resolve it.
Added
On October 13, 2023, Mid Valley received a Notice of Proposed Safety Order ("NOPSO") from PHMSA related to this incident and other historical incidents on the Mid Valley pipeline system. Following an informal consultation with PHMSA, PHMSA executed a Consent Agreement with Mid Valley on April 24, 2025.
Removed
On October 28, 2022, the EPA issued a Notice of Proposed Debarment (“NPD”) arising from SPLP’s and ETC Northeast Pipeline, LLC’s nolo contendere plea agreements and convictions for violations of Pennsylvania’s Clean Streams Law related to the Revolution and Mariner 2 pipelines.
Added
The fully executed version of the Consent Agreement was received by Mid Valley on April 24, 2025. All items required by the Consent Agreement have been completed and documentation submitted to PHMSA for review except for the bi-annual report on the internal corrosion control program which is due in March 2026.
Removed
The following entities were proposed for debarment: (1) SPLP (pleading entity); (2) ETC Northeast Pipeline, LLC (pleading entity); (3) Energy Transfer LP; (4) SemGroup LLC; and (5) LE GP, LLC. The NPD presently prevents the named entities from pursuing or renewing Federal government contracts or Federal financial assistance agreements. We are engaging with the EPA to address the EPA’s concerns.
Added
In response, PHMSA has withdrawn the NOPV, terminated its in-house administrative action, and elected to file an enforcement action in federal court. The Partnership paid approximately $1.4 million and settled the case on December 31, 2025. The Court terminated the case on January 12, 2026.
Removed
Currently, none of the entities named in the NPD are party to any Federal government contracts or Federal financial assistance agreements.
Added
Please see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” On January 31, 2025, a release of refined products was discovered from the 14-inch Twin-Oaks to Newark Pipeline in Upper Makefield Township, Bucks County, Pennsylvania. The release allegedly impacted certain properties and water wells near the release location.
Added
On February 13, 2025, SPLP voluntarily entered into the Pennsylvania remediation program through a Notice of Intent to Remediate, which was revised on March 4, 2025. On March 6, 2025, the Pennsylvania Department of Environmental Protection issued an Administrative Order directing that SPLP conduct the remediation.
Added
On May 2, 2025, PHMSA entered a Consent Order, adopting an agreement SPLP entered into with PHMSA on April 30, 2025. Finally, on April 9, 2025, SPLP was advised that the Bucks County District Attorney’s Office has referred the matter to the Pennsylvania Attorney General’s Office, Environmental Crimes Unit.
Added
The Attorney General’s Office has accepted the referral and opened an 101 Table of Contents Index to Financial Statements investigation. Potential charges, penalties or damages are not known at this time.
Added
PHMSA issued a Warning Letter to the Partnership on September 11, 2025 alleging certain violations of the Consent Order but stating that it would not conduct additional enforcement action at this time.
Added
In addition, certain property owners near the release location have filed civil suits in Philadelphia County Court, 1st Judicial District of Pennsylvania, against SPLP, Energy Transfer and Energy Transfer R&M, alleging damages for lost property values, nuisance, remediation costs and other tort damages relating to the release.
Added
On March 3, 2025, SPLP received an Administrative Order from the Pennsylvania Department of Environmental Protection regarding the release of jet fuel from the Twin Oaks Discharge pipeline system in Bucks County, Pennsylvania.
Added
SPLP has complied with all of the Interim Remedial Measures and Remediation requirements identified in the administrative order that were required to be completed as of the date of this submission. SPLP will continue to complete and comply all the requirements of the administrative order. We cannot predict the timeline or costs associated with this administrative order.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEnergy Transfer Preferred Units As of December 31, 2024, the Partnership had the following series of preferred units outstanding: Series of Preferred Units Units Issued and Outstanding Liquidation Preference per Unit Date Issued Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units 550,000 $ 1,000 April 2021 Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 500,000 1,000 April 2021 Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 1,484,780 1,000 April 2021 and December 2021 (1) Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 900,000 1,000 June 2021 Series I Fixed Rate Perpetual Preferred Units 41,464,179 9.1273 November 2023 (2) (1) In connection with the Enable acquisition in December 2021, Energy Transfer issued 384,780 additional Series G Preferred Units.
Biggest changeEnergy Transfer Preferred Units As of December 31, 2025, the Partnership had the following series of preferred units outstanding: Series of Preferred Units Units Issued and Outstanding Liquidation Preference per Unit Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units 550,000 $ 1,000 Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 1,484,780 1,000 Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units 900,000 1,000 Series I Fixed Rate Perpetual Preferred Units 41,464,179 9.1273 The Partnership redeemed all of the Series A Preferred Units, Series C Preferred Units, Series D Preferred Units and Series E Preferred Units during 2024, and all of the Series F Preferred Units in 2025.
Common units represent limited partner interests in us that entitle the holders to the rights and privileges specified in Energy Transfer’s Partnership Agreement. As of December 31, 2024, limited partners own an aggregate 99.9% limited partner interest in us. Our General Partner owns an aggregate 0.1% general partner interest in us.
Common units represent limited partner interests in us that entitle the holders to the rights and privileges specified in Energy Transfer’s Partnership Agreement. As of December 31, 2025, limited partners own an aggregate 99.9% limited partner interest in us. Our General Partner owns an aggregate 0.1% general partner interest in us.
Available Cash is defined in the Partnership Agreement and generally means, with respect to any calendar quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to: • provide for the proper conduct of its business; • comply with applicable law and/or debt instrument or other agreement; and • provide funds for distributions to Unitholders and its General Partner in respect of any one or more of the next four quarters.
Available Cash is defined in the Partnership Agreement and generally means, with respect to any calendar quarter, all cash on hand at the end of such quarter less the amount of cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to: • provide for the proper conduct of its business; • comply with applicable law and/or debt instrument or other agreement; and 103 Table of Contents Index to Financial Statements • provide funds for distributions to Unitholders and its General Partner in respect of any one or more of the next four quarters.
ITEM 5. MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Description of Units As of February 7, 2025, there were 10,402 holders of record of our common units, which number does not separately account for individual participants in securities positions listings.
ITEM 5. MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Description of Units As of February 13, 2026, there were 9,702 holders of record of our Common Units, which number does not separately account for individual participants in securities positions listings.
The common units are entitled to distributions of Available Cash as described in “Cash Distribution Policy.” Energy Transfer Class A Units As of February 7, 2025, the Partnership had outstanding 849,249,512 Class A units (“Energy Transfer Class A Units”) representing limited partner interests in the Partnership to the General Partner.
The common units are entitled to distributions of Available Cash as described in “Cash Distribution Policy.” Energy Transfer Class A Units As of February 13, 2026, the Partnership had outstanding 851,501,729 Class A units (“Energy Transfer Class A Units”) representing limited partner interests in the Partnership to the General Partner.
Financial Statements and Supplementary Data." 100 Table of Contents Index to Financial Statements Cash Distribution Policy General. Energy Transfer will distribute all of its “Available Cash” to its Unitholders and its General Partner within 50 days following the end of each fiscal quarter. Definition of Available Cash.
Energy Transfer will distribute all of its “Available Cash” to its Unitholders and its General Partner within 50 days following the end of each fiscal quarter. Definition of Available Cash.
The Partnership redeemed all of the Series A Preferred Units, Series C Preferred Units, Series D Preferred Units and Series E Preferred Units during 2024. Additional information for each series of outstanding preferred units, including information on distributions and redemption, is available in Note 8 to our consolidated financial statements included in "Item 8.
Additional information for each series of outstanding preferred units, including information on distributions and redemption, is available in Note 8 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data." Cash Distribution Policy General.
Removed
The total reflected above includes these additional Series G Preferred Units, as well as the 1,100,000 Series G Preferred Units originally issued in the Rollup Mergers. (2) The Series I Preferred Units were issued in connection with the Crestwood acquisition in November 2023.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. [RESERVED] 101 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 101 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 131 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 133 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 133 ITEM 9A. CONTROLS AND PROCEDURES 134
Biggest changeITEM 6. [RESERVED] 104 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 104 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 134 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 136 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 136 ITEM 9A. CONTROLS AND PROCEDURES 137 ITEM 9B.
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OTHER INFORMATION 139 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 140 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 141 ITEM 11. EXECUTIVE COMPENSATION 147 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS 161 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 163 ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES 164 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 165 ITEM 16.
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FORM 10-K SUMMARY 166 SIGNATURES 172 2 Table of Contents Index to Financial Statements Definitions The following is a list of certain acronyms and terms used throughout this document: /d per day Adjusted EBITDA a non-GAAP measure defined as earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, as further described in “Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” AOCI accumulated other comprehensive income AROs asset retirement obligations BBtu billion British thermal units Bcf billion cubic feet Btu British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy content Capacity capacity of a pipeline, processing plant or storage facility refers to the maximum capacity under normal operating conditions and, with respect to pipeline transportation capacity, is subject to multiple factors (including natural gas injections and withdrawals at various delivery points along the pipeline and the utilization of compression) which may reduce the throughput capacity from specified capacity levels Citrus Citrus, LLC, a 50/50 joint venture which owns FGT Common Units Common units representing limited partner interests in the Partnership Crestwood Crestwood Equity Partners LP Dakota Access Dakota Access, LLC, a non-wholly owned subsidiary of Energy Transfer DOE United States Department of Energy DOJ United States Department of Justice DOT United States Department of Transportation Energy Transfer GC NGL Energy Transfer GC NGLs LLC, formerly Lone Star NGL LLC, a wholly owned subsidiary of Energy Transfer Energy Transfer Preferred Units Collectively, the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units Energy Transfer R&M Energy Transfer (R&M), LLC (formerly Sunoco (R&M), LLC) EPA United States Environmental Protection Agency ETC Sunoco ETC Sunoco Holdings LLC (formerly Sunoco, Inc.), a wholly owned subsidiary of Energy Transfer ET-S Permian a joint venture between Energy Transfer and Sunoco LP, with Energy Transfer holding a 67.5% interest and Sunoco LP holding the remaining 32.5% interest ETO Energy Transfer Operating, L.P., formerly a non-wholly owned subsidiary of Energy Transfer until its merger into the Partnership in April 2021 ETP Holdco ETP Holdco Corporation, a wholly owned subsidiary of Energy Transfer Exchange Act Securities Exchange Act of 1934, as amended Explorer Explorer Pipeline and/or Explorer Pipeline Company FEP Fayetteville Express Pipeline LLC FERC United States Federal Energy Regulatory Commission FGT Florida Gas Transmission Pipeline and/or Florida Gas Transmission Company, LLC, a wholly owned subsidiary of Citrus GAAP accounting principles generally accepted in the United States of America General Partner LE GP, LLC, the general partner of Energy Transfer IDRs incentive distribution rights IFERC Inside FERC’s Gas Market Report IRS United States Internal Revenue Service Lake Charles LNG Lake Charles LNG Company, LLC, a wholly owned subsidiary of Energy Transfer Lake Charles LNG Export Lake Charles LNG Export Company, LLC, a wholly owned subsidiary of Energy Transfer LNG liquefied natural gas Lotus Midstream Lotus Midstream Operations, LLC 3 Table of Contents Index to Financial Statements MBbls thousand barrels MEP Midcontinent Express Pipeline LLC Mid Valley Mid Valley Pipeline Company LLC, a wholly owned subsidiary of Energy Transfer MMBbls million barrels MMcf million cubic feet MTBE methyl tertiary butyl ether NGA Natural Gas Act of 1938 NGL natural gas liquid, such as propane, butane and natural gasoline NGPA Natural Gas Policy Act of 1978 NuStar NuStar Energy L.P.
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NYMEX New York Mercantile Exchange NYSE New York Stock Exchange ORS Ohio River System LLC, a non-wholly owned subsidiary of Energy Transfer OSHA Federal Occupational Safety and Health Act OTC over-the-counter Panhandle Panhandle Eastern Pipe Line Company, LP, a wholly owned subsidiary of Energy Transfer Parkland Parkland Corporation Partnership Agreement Energy Transfer’s Fourth Amended and Restated Agreement of Limited Partnership, as amended to date PCBs polychlorinated biphenyls PEP Permian Express Partners LLC, a non-wholly owned subsidiary of Energy Transfer PHMSA Pipeline Hazardous Materials Safety Administration Preferred Unitholders Unitholders of the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units, collectively Rover Rover Pipeline and/or Rover Pipeline LLC, a non-wholly owned subsidiary of Energy Transfer SCOOP South Central Oklahoma Oil Province Sea Robin Sea Robin Pipeline and/or Sea Robin Pipeline Company, LLC, a wholly owned subsidiary of Energy Transfer SEC United States Securities and Exchange Commission Series A Preferred Units Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Series B Preferred Units Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Series C Preferred Units Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Series D Preferred Units Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Series E Preferred Units Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Series F Preferred Units Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units Series G Preferred Units Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units Series H Preferred Units Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units Series I Preferred Units Series I Fixed-Rate Perpetual Preferred Units SESH Southeast Supply Header Pipeline and/or Southeast Supply Header, LLC, a non-wholly owned subsidiary of Energy Transfer SOFR Secured overnight financing rate Southwest Gas Pan Gas Storage, LLC (d.b.a.
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Southwest Gas Storage Company), a wholly owned subsidiary of Energy Transfer SPLP Sunoco Pipeline L.P., a wholly owned subsidiary of Energy Transfer SunocoCorp SunocoCorp LLC, a subsidiary which owns all of Sunoco LP's outstanding Class D Units 4 Table of Contents Index to Financial Statements Tiger Tiger Pipeline and/or ETC Tiger Pipeline, LLC, a wholly owned subsidiary of Energy Transfer Transwestern Transwestern Pipeline and/or Transwestern Pipeline Company, LLC, a wholly owned subsidiary of Energy Transfer TRRC Texas Railroad Commission Trunkline Trunkline Pipeline and/or Trunkline Gas Company, LLC, a wholly owned subsidiary of Energy Transfer Unitholders Preferred Unitholders and holders of Energy Transfer Common Units USAC USA Compression Partners, LP, a publicly traded partnership and consolidated subsidiary of Energy Transfer White Cliffs White Cliffs Pipeline, L.L.C.
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WTG Midstream WTG Midstream Holdings LLC Forward-Looking Statements Certain matters discussed in this annual report, excluding historical information, as well as some statements by Energy Transfer LP (the “Partnership” or “Energy Transfer”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements.
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These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “could,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements.
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Although the Partnership and its General Partner believe such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions.
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If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from those anticipated, estimated, projected, forecasted, expressed or expected in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control.
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For additional discussion of risks, uncertainties and assumptions, see “Item 1A. Risk Factors” included in this annual report. 5 Table of Contents Index to Financial Statements PART I

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor the year ended December 31, 2024 compared to the prior year, Segment Adjusted EBITDA related to our midstream segment increased due to the net impact of the following: • an increase of $686 million in segment margin primarily due to recently acquired assets and higher volumes in the Permian region; • an increase of $69 million in other primarily from the recognition of proceeds from a business interruption claim; and • an increase of $3 million in Adjusted EBITDA related to unconsolidated affiliates primarily due to recently acquired assets; partially offset by • an increase of $346 million in operating expenses primarily due to a $297 million increase related to recent acquisitions and assets placed in service, a $30 million increase in employee costs and a $10 million increase in expense projects; and • a decrease of $27 million in segment margin due to lower natural gas prices of $59 million, partially offset by higher NGL prices of $32 million. 112 Table of Contents Index to Financial Statements NGL and Refined Products Transportation and Services Years Ended December 31, 2024 2023 Change NGL transportation volumes (MBbls/d) 2,206 2,116 90 Refined products transportation volumes (MBbls/d) 579 540 39 NGL and refined products terminal volumes (MBbls/d) 1,469 1,430 39 NGL fractionation volumes (MBbls/d) 1,110 1,023 87 Revenues $ 24,530 $ 21,903 $ 2,627 Cost of products sold 19,406 17,049 2,357 Segment margin 5,124 4,854 270 Unrealized (gains) losses on commodity risk management activities 38 (38) 76 Operating expenses, excluding non-cash compensation expense (957) (892) (65) Selling, general and administrative expenses, excluding non-cash compensation expense (160) (157) (3) Adjusted EBITDA related to unconsolidated affiliates 134 126 8 Other — 1 (1) Segment Adjusted EBITDA $ 4,179 $ 3,894 $ 285 Volumes.
Biggest changeNGL and Refined Products Transportation and Services Years Ended December 31, 2025 2024 Change NGL transportation volumes (MBbls/d) 2,341 2,206 135 Refined products transportation volumes (MBbls/d) 594 579 15 NGL and refined products terminal volumes (MBbls/d) 1,577 1,469 108 NGL fractionation volumes (MBbls/d) 1,135 1,110 25 Revenues $ 24,853 $ 24,530 $ 323 Cost of products sold 19,505 19,406 99 Segment margin 5,348 5,124 224 Unrealized (gains) losses on commodity risk management activities (93) 38 (131) Operating expenses, excluding non-cash compensation expense (1,066) (957) (109) Selling, general and administrative expenses, excluding non-cash compensation expense (172) (160) (12) Adjusted EBITDA related to unconsolidated affiliates 125 134 (9) Other 1 — 1 Segment Adjusted EBITDA $ 4,143 $ 4,179 $ (36) Volumes.
Segment Adjusted EBITDA, as reported for each segment in the following table, is analyzed in the section titled “Segment Operating Results.” Adjusted EBITDA is a non-GAAP measure used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of the Partnership’s fundamental business activities and should not be considered in isolation or as a substitution for net income, income from operations, cash flows from operating activities or other GAAP measures.
Segment Adjusted EBITDA, as reported for each segment in the following table, is analyzed for each segment in the section titled “Segment Operating Results.” Adjusted EBITDA is a non-GAAP measure used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of the Partnership’s fundamental business activities and should not be considered in isolation or as a substitution for net income, income from operations, cash flows from operating activities or other GAAP measures.
Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.
Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.
Among the key risk factors that may have a direct bearing on our results of operations and financial condition are: • the ability of our subsidiaries to make cash distributions to us, which is dependent on their results of operations, cash flows and financial condition; • the actual amount of cash distributions by our subsidiaries to us; • the volumes transported on our subsidiaries’ pipelines and gathering systems; • the level of throughput in our subsidiaries’ processing and treating facilities; • the fees our subsidiaries charge and the margins they realize for their gathering, treating, processing, storage and transportation services; • the prices and market demand for, and the relationship between, natural gas and NGLs; • energy prices generally; • impacts of world health events; • the possibility of cyber and malware attacks; • the prices of natural gas and NGLs compared to the price of alternative and competing fuels; • the general level of petroleum product demand and the availability and price of NGL supplies; • the level of domestic oil, natural gas and NGL production; • the availability of imported oil, natural gas and NGLs; 129 Table of Contents Index to Financial Statements • actions taken by foreign oil and gas producing nations; • the political and economic stability of petroleum producing nations; • the effect of weather conditions on demand for oil, natural gas and NGLs; • availability of local, intrastate and interstate transportation systems; • the continued ability to find and contract for new sources of natural gas supply; • availability and marketing of competitive fuels; • the impact of energy conservation efforts; • energy efficiencies and technological trends; • governmental regulation, taxation and tariffs; • changes to, and the application of, regulation of tariff rates and operational requirements related to our subsidiaries’ interstate and intrastate pipelines; • hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs; • competition from other midstream companies and interstate pipeline companies; • loss of key personnel; • loss of key natural gas producers or the providers of fractionation services; • reductions in the capacity or allocations of third-party pipelines that connect with our subsidiaries pipelines and facilities; • the effectiveness of risk-management policies and procedures and the ability of our subsidiaries liquids marketing counterparties to satisfy their financial commitments; • the nonpayment or nonperformance by our subsidiaries’ customers; • risks related to the development of new infrastructure projects or other growth projects, including failure to make sufficient progress to justify continued development, delays in obtaining customers, increased costs of financing and regulatory, environmental, political and legal uncertainties that may affect the timing and cost of these projects; • risks associated with the construction of new pipelines, treating and processing facilities or other facilities, or additions to our subsidiaries’ existing pipelines and their facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance by third-party contractors; • the availability and cost of capital and our subsidiaries’ ability to access certain capital sources; • a deterioration of the credit and capital markets; • risks associated with the assets and operations of entities in which our subsidiaries own a noncontrolling interests, including risks related to management actions at such entities that our subsidiaries may not be able to control or exert influence; • the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses; • changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations or new interpretations by regulatory agencies concerning such laws and regulations; • the costs and effects of legal and administrative proceedings; and • risks associated with a potential failure to successfully combine our business with those of companies we have acquired or may acquire in the future.
Among the key risk factors that may have a direct bearing on our results of operations and financial condition are: • the ability of our subsidiaries to make cash distributions to us, which is dependent on their results of operations, cash flows and financial condition; • the actual amount of cash distributions by our subsidiaries to us; • the volumes transported on our subsidiaries’ pipelines and gathering systems; • the level of throughput in our subsidiaries’ processing and treating facilities; • the fees our subsidiaries charge and the margins they realize for their gathering, treating, processing, storage and transportation services; • the prices and market demand for, and the relationship between, natural gas and NGLs; • energy prices generally; • impacts of world health events; • the possibility of cyber and malware attacks; • the prices of natural gas and NGLs compared to the price of alternative and competing fuels; • the general level of petroleum product demand and the availability and price of NGL supplies; 132 Table of Contents Index to Financial Statements • the level of domestic oil, natural gas and NGL production; • the availability of imported oil, natural gas and NGLs; • actions taken by foreign oil and gas producing nations; • the political and economic stability of petroleum producing nations; • the effect of weather conditions on demand for oil, natural gas and NGLs; • availability of local, intrastate and interstate transportation systems; • the continued ability to find and contract for new sources of natural gas supply; • availability and marketing of competitive fuels; • the impact of energy conservation efforts; • energy efficiencies and technological trends; • governmental regulation, taxation and tariffs; • changes to, and the application of, regulation of tariff rates and operational requirements related to our subsidiaries’ interstate and intrastate pipelines; • hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs; • competition from other midstream companies and interstate pipeline companies; • loss of key personnel; • loss of key natural gas producers or the providers of fractionation services; • reductions in the capacity or allocations of third-party pipelines that connect with our subsidiaries pipelines and facilities; • the effectiveness of risk-management policies and procedures and the ability of our subsidiaries liquids marketing counterparties to satisfy their financial commitments; • the nonpayment or nonperformance by our subsidiaries’ customers; • risks related to the development of new infrastructure projects or other growth projects, including failure to make sufficient progress to justify continued development, delays in obtaining customers, increased costs of financing and regulatory, environmental, political and legal uncertainties that may affect the timing and cost of these projects; • risks associated with the construction of new pipelines, treating and processing facilities or other facilities, or additions to our subsidiaries’ existing pipelines and their facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance by third-party contractors; • the availability and cost of capital and our subsidiaries’ ability to access certain capital sources; • a deterioration of the credit and capital markets; • risks associated with the assets and operations of entities in which our subsidiaries own a noncontrolling interests, including risks related to management actions at such entities that our subsidiaries may not be able to control or exert influence; • the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses; • changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations or new interpretations by regulatory agencies concerning such laws and regulations; • the costs and effects of legal and administrative proceedings; and • risks associated with a potential failure to successfully combine our business with those of companies we have acquired or may acquire in the future.
Discussion and analysis of matters pertaining to the year ended December 31, 2022 and year-to-year comparisons between the years ended December 31, 2023 and 2022 are not included in this Form 10-K, but can be found under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 16, 2024.
Discussion and analysis of matters pertaining to the year ended December 31, 2023 and year-to-year comparisons between the years ended December 31, 2024 and 2023 are not included in this Form 10-K, but can be found under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2024 that was filed with the SEC on February 16, 2024.
The difference between net income and net cash provided by operating activities in 2024 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions and divestitures) of $196 million and other items totaling $4.84 billion, which includes non-cash items and items related to investing and financing activities that are included in net income.
The difference between net income and net cash provided by operating activities in 2024 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions and divestitures) of $196 million and other items totaling $4.84 billion, which includes non-cash items and items related to financing activities that are included in net income.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Tabular dollar and unit amounts, except per unit data, are in millions) Energy Transfer LP is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ET.” The following discussion of our consolidated financial condition and results of operations for the years ended December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and accompanying notes thereto included in “Item 8.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Tabular dollar and unit amounts, except per unit data, are in millions) Energy Transfer LP is a Delaware limited partnership whose common units are publicly traded on the NYSE under the ticker symbol “ET.” The following discussion of our consolidated financial condition and results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and accompanying notes thereto included in “Item 8.
Covenants Related to Transwestern The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio. 122 Table of Contents Index to Financial Statements Covenants Related to Sunoco LP The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein.
Covenants Related to Transwestern The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio. 125 Table of Contents Index to Financial Statements Covenants Related to Sunoco LP The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein.
Air Quality Standards In 2023, the United States Environmental Protection Agency (“EPA”) finalized its Good Neighbor Plan (the “Plan”) which seeks to reduce nitrogen oxide pollution from power plants and other industrial facilities from 23 upwind states which the EPA determined is contributing to National Ambient Air Quality Standards (NAAQS) nonattainment and interfering with maintenance of the 2015 ozone NAAQS in downwind states.
Environmental Protection Agency (“EPA”) finalized its Good Neighbor Plan (the “Plan”) which seeks to reduce nitrogen oxide pollution from power plants and other industrial facilities from 23 upwind states which the EPA determined is contributing to National Ambient Air Quality Standards (NAAQS) nonattainment and interfering with maintenance of the 2015 ozone NAAQS in downwind states.
Additional information on changes impacting Adjusted EBITDA for the year ended December 31, 2024 compared to the prior year is available below and in “Segment Operating Results.” Depreciation, Depletion and Amortization. Depreciation, depletion and amortization expense increased primarily due to additional depreciation and amortization from assets recently placed in service and recent acquisitions. Interest Expense, Net of Interest Capitalized.
Additional information on changes impacting Adjusted EBITDA for the year ended December 31, 2025 compared to the prior year is available below and in “Segment Operating Results.” Depreciation, Depletion and Amortization. Depreciation, depletion and amortization expense increased primarily due to additional depreciation and amortization from assets recently placed in service and recent acquisitions. Interest Expense, Net of Interest Capitalized.
Circuit vacated the January 20 order and on September 17, 2024, the Commission reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels.
Circuit vacated the January 20 order and on September 17, 2024, the FERC reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels.
Calculating the fair value of assets or reporting units in connection with business combination accounting or impairment testing requires management to make several estimates, assumptions and judgements, and in some circumstances management may also utilize third-party specialists to assist and advise on those calculations.
Calculating the fair value of assets or reporting units in connection with business combination accounting or impairment testing requires management to make several estimates, assumptions and judgments, and in some circumstances management may also utilize third-party specialists to assist and advise on those calculations.
These are the unrealized amounts that are included in cost of products sold to calculate segment margin. These amounts are not included 109 Table of Contents Index to Financial Statements in Segment Adjusted EBITDA; therefore, the unrealized losses are added back and the unrealized gains are subtracted to calculate the segment measure. • Non-cash compensation expense .
These are the unrealized amounts that are included in cost of products sold to calculate segment margin. These amounts are not included in Segment Adjusted EBITDA; therefore, the unrealized losses are added back and the unrealized gains are subtracted to calculate the segment measure. 112 Table of Contents Index to Financial Statements • Non-cash compensation expense .
We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 130 Table of Contents Index to Financial Statements
We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 133 Table of Contents Index to Financial Statements
However, at this time, we are still assessing the potential costs of this rule and, given uncertainties resulting from the multiple legal challenges filed against the Plan in various states, in the DC Circuit and the U.S. Supreme Court, we cannot predict with any certainty what the final costs of compliance for the Plan for the Partnership ultimately may be.
However, at this time, we are still assessing the potential costs of this rule and, given uncertainties resulting from the multiple legal challenges filed against the Plan in various states, in the D.C. Circuit and the U.S. Supreme Court, we cannot predict with any certainty what the final costs of compliance for the Plan for the Partnership ultimately may be.
Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the operating results estimated for the year ended December 31, 2024 represent the actual results in all material respects.
Any differences between estimated results and actual results are recognized in the following month’s financial statements. Management believes that the operating results estimated for the year ended December 31, 2025 represent the actual results in all material respects.
An impairment loss 126 Table of Contents Index to Financial Statements should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
An impairment loss 129 Table of Contents Index to Financial Statements should be recognized only if the carrying amount of the asset/goodwill is not recoverable and exceeds its fair value.
Gain on Sale of West Texas Assets (Sunoco LP). The gain on sale of West Texas assets relates to the gain recognized by Sunoco LP upon completion of the sale of convenience stores to 7-Eleven Inc. in April 2024.
The gain on sale of West Texas assets relates to the gain recognized by Sunoco LP upon completion of the sale of convenience stores to 7-Eleven, Inc. in April 2024. Other, net.
Financial Statements and Supplementary Data.” We define a purchase commitment as an agreement to purchase goods or services that is enforceable and legally binding (unconditional) on us that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
Financial Statements and Supplementary Data.” 119 Table of Contents Index to Financial Statements We define a purchase commitment as an agreement to purchase goods or services that is enforceable and legally binding (unconditional) on us that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
As of December 31, 2024 and 2023, accruals of $281 million and $285 million, respectively, were reflected in our consolidated balance sheets related to these contingent obligations. For more information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this annual report. Environmental Remediation Activities.
As of December 31, 2025 and 2024, accruals of $324 million and $281 million, respectively, were reflected in our consolidated balance sheets related to these contingent obligations. For more information on our litigation and contingencies, see Note 11 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in this annual report. Environmental Remediation Activities.
Compliance with our Covenants We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2024.
Compliance with our Covenants We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2025.
USAC currently has a non-economic general partner interest and no outstanding IDRs. 125 Table of Contents Index to Financial Statements Distributions on USAC’s units declared and/or paid by USAC were as follows: Quarter Ended Payment Date Rate December 31, 2022 February 3, 2023 $ 0.5250 March 31, 2023 May 5, 2023 0.5250 June 30, 2023 August 4, 2023 0.5250 September 30, 2023 November 3, 2023 0.5250 December 31, 2023 February 2, 2024 0.5250 March 31, 2024 May 3, 2024 0.5250 June 30, 2024 August 2, 2024 0.5250 September 30, 2024 November 1, 2024 0.5250 December 31, 2024 February 7, 2025 0.5250 The total amount of distributions to the Partnership from USAC for the periods presented below is as follows: Years Ended December 31, 2024 2023 Distributions from USAC Limited Partner interests $ 97 $ 97 Total distributions from USAC $ 97 $ 97 Critical Accounting Estimates The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed.
USAC currently has a non-economic general partner interest and no outstanding IDRs. 128 Table of Contents Index to Financial Statements Distributions on USAC’s units declared and/or paid by USAC were as follows: Quarter Ended Payment Date Rate December 31, 2023 February 2, 2024 $ 0.5250 March 31, 2024 May 3, 2024 0.5250 June 30, 2024 August 2, 2024 0.5250 September 30, 2024 November 1, 2024 0.5250 December 31, 2024 February 7, 2025 0.5250 March 31, 2025 May 9, 2025 0.5250 June 30, 2025 August 8, 2025 0.5250 September 30, 2025 November 7, 2025 0.5250 December 31, 2025 February 6, 2026 0.5250 The total amount of distributions to the Partnership from USAC for the periods presented below is as follows: Years Ended December 31, 2025 2024 Distributions from USAC Limited Partner interests $ 97 $ 97 Total distributions from USAC $ 97 $ 97 Critical Accounting Estimates The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed.
For 2025 and beyond, we expect increased demand from new data centers, power plants and LNG exports to support increased production, while increased global demand for petrochemicals and NGL feedstocks is expected to support higher volumes of NGL production and exports on existing assets and assets currently being developed or under construction.
For 2026 and beyond, we expect continued increasing demand from new data centers, power plants and LNG exports to support increased production, while increased global demand for petrochemicals and NGL feedstocks is expected to support higher volumes of NGL production and exports on existing assets and assets currently being developed or under construction.
The amount available for future borrowings was $2.21 billion, after accounting for outstanding letters of credit in the amount of $30 million.
The amount available for future borrowings was $2.12 billion, after accounting for outstanding letters of credit in the amount of $21 million.
In addition, in the United States, we expect a more constructive regulatory environment under the new presidential administration, which we anticipate being favorable for project development and our operations in general. Ultimately, the extent to which our business will be impacted by future market developments depends on factors beyond our control, which are highly uncertain and cannot be predicted.
In addition, in the United States, we expect a constructive regulatory environment, which we anticipate being favorable for project development and our operations in general. Ultimately, the extent to which our business will be impacted by future market developments depends on factors beyond our control, which are highly uncertain and cannot be predicted.
On February 18, 2022, the FERC issued two new policy statements: (1) an Updated Policy Statement on the Certification of New Interstate Natural Gas Facilities (“2022 Certificate Policy Statement”) and (2) a Policy Statement on the Consideration of 104 Table of Contents Index to Financial Statements Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (“GHG Policy Statement”), to be effective that same day.
On February 18, 2022, the FERC issued two new policy statements: (1) an Updated Policy Statement on the Certification of New Interstate Natural Gas Facilities (“2022 Certificate Policy Statement”) and (2) a Policy Statement on the Consideration of Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (“GHG Policy Statement”), to be effective that same day.
The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of the IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” 124 Table of Contents Index to Financial Statements The percentage interests shown for common unitholders and IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of the IDR holder and the common unitholders in any available cash from operating surplus which Sunoco LP distributes up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for common unitholders and IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
Accordingly, the low end of the range often represents the amount of loss which has been recorded. The Partnership’s consolidated balance sheets reflected $278 million and $277 million in environmental accruals as of December 31, 2024 and 2023, respectively.
Accordingly, the low end of the range often represents the amount of loss which has been recorded. The Partnership’s consolidated balance sheets reflected $416 million and $278 million in environmental accruals as of December 31, 2025 and 2024, respectively.
On September 18, 2024, Panhandle petitioned the Court of Appeals for review of the September 9, 2024, July 29, 2024, and May 28, 2024 orders. On December 5, 2024, the FERC issued an order rejecting Panhandle’s June 27, 2024, refund report, ordering a corrected refund report and directing the issuance of additional refunds.
On September 18, 2024, Panhandle petitioned the D.C. Circuit for review of the September 9, 2024, July 29, 2024, and May 28, 2024 orders. On December 5, 2024, the FERC issued an order rejecting Panhandle’s June 27, 2024, refund report, ordering a corrected refund report and directing the issuance of additional refunds.
The indexing methodology is applicable to existing rates, with the exclusion of market-based rates. The FERC’s indexing methodology is subject to review every five years. On December 17, 2020, FERC issued an order establishing a new index of PPI-FG plus 0.78%.
The indexing methodology is applicable to existing rates, with the exclusion of market-based rates. The FERC’s indexing methodology is subject to review every five years. 107 Table of Contents Index to Financial Statements On December 17, 2020, FERC issued an order establishing a new index of PPI-FG plus 0.78%.
For the years ended December 31, 2024 and 2023, decreases in fuel prices caused the lower of cost or market reserve requirements to increase by $86 million and $114 million, respectively, which reduced net income. (Gains) Losses on Extinguishment of Debt.
For the years ended December 31, 2025 and 2024, decreases in fuel prices caused the lower of cost or market reserve requirements to increase by $156 million and $86 million, respectively, which reduced net income. Losses on Extinguishment of Debt.
Additional detail related to our capital expenditures is provided in the following table. We received $24 million of cash proceeds from the sale of assets. The Partnership also received distributions of $75 million from unconsolidated affiliates.
Additional detail related to our capital expenditures is provided in the following table. We received $30 million of cash proceeds from the sale of assets. The Partnership also received distributions of $61 million from unconsolidated affiliates.
On January 5, 2024, the FERC issued a second order addressing arguments raised on rehearing in which it modified certain discussion from its September 25, 2023 order and sustained its prior conclusions. Panhandle has timely filed its Petition for Review with the Court of Appeals regarding the January 5, 2024 order.
On January 5, 2024, the FERC issued a second order addressing arguments raised on rehearing in which it modified certain discussion from its September 25, 2023 order and sustained its prior conclusions. Panhandle has timely filed its Petition for Review with the D.C. Circuit regarding the January 5, 2024 order.
The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions. As of December 31, 2024, the Five-Year Credit Facility had $2.76 billion of outstanding borrowings, all of which consisted of commercial paper.
The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions. As of December 31, 2025, the Five-Year Credit Facility had $2.86 billion of outstanding borrowings, of which $2.57 billion consisted of commercial paper.
The recognition of additional losses, if and when they were to occur, would likely extend over many years. Management believes that the Partnership’s exposure to 128 Table of Contents Index to Financial Statements adverse developments with respect to any individual site is not expected to be material.
The recognition of additional losses, if and when they were to occur, would likely extend over many years. Management believes that the Partnership’s exposure to adverse developments with respect to any individual site is not expected to be material.
We define Segment Adjusted EBITDA and consolidated Adjusted EBITDA as total Partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items, as well as certain non-recurring gains and losses.
We define Segment Adjusted EBITDA and consolidated Adjusted EBITDA as total Partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt, certain foreign currency transaction gains and losses and other non-operating income or expense items, as well as certain non- 109 Table of Contents Index to Financial Statements recurring gains and losses.
We expect to satisfy our working capital needs through cash generated by our operations. As of December 31, 2024, we had cash and cash equivalents of $312 million and availability under our revolving credit facility of $2.21 billion. The Partnership’s material contractual obligations include long-term debt service, payments under operating leases and purchase commitments.
We expect to satisfy our working capital needs through cash generated by our operations. As of December 31, 2025, we had cash and cash equivalents of $1.27 billion and availability under our revolving credit facility of $2.12 billion. The Partnership’s material contractual obligations include long-term debt service, payments under operating leases and purchase commitments.
Comments on the 2022 Certificate Policy Statement and GHG Policy Statement were due on April 25, 2022, and reply comments were due on May 25, 2022. On January 24, 2025, the FERC issued an order withdrawing the draft GHG Policy Statement and terminating the proceeding. The FERC has taken no further action on the 2022 Certificate Policy Statement.
Comments on the 2022 Certificate Policy Statement and GHG Policy Statement were due on April 25, 2022, and reply comments were due on May 25, 2022. On January 24, 2025, the FERC issued an order withdrawing the draft GHG Policy Statement and terminating the proceeding.
In 2024, we paid $2.65 billion in cash for the redemption of our Series A, Series C, Series D and Series E Preferred Units and we paid $37 million in cash to redeem a portion of the outstanding Crestwood Niobrara LLC preferred units.
In 2024, we paid $2.65 billion in cash for the Redemption of our Series A, Series C, Series D and Series E preferred units and we paid $37 million in cash to 122 Table of Contents Index to Financial Statements redeem a portion of the outstanding Crestwood Niobrara LLC preferred units.
Distributions to partners increased between the periods as a result of increases in the number of common units outstanding or increases in the distribution rate. Following is a summary of financing activities by period: Year Ended December 31, 2024 Cash used in financing activities was $5.45 billion in 2024.
Distributions to partners increased between the periods as a result of increases in the number of common units outstanding or increases in the distribution rate. Following is a summary of financing activities by period: Year Ended December 31, 2025 Cash used in financing activities was $816 million in 2025.
Our Leverage Ratio was 3.12 to 1.00 at December 31, 2024, as calculated in accordance with the credit agreement.
Our Leverage Ratio was 3.21 to 1.00 at December 31, 2025, as calculated in accordance with the credit agreement.
However, if changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could impact multiple facilities, formerly owned facilities and third-party sites at the same time.
However, if changes in environmental 131 Table of Contents Index to Financial Statements laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could impact multiple facilities, formerly owned facilities and third-party sites at the same time.
Panhandle filed its Petition for Review with the Court of Appeals regarding the September 25, 2023 order. On October 25, 2023, Panhandle filed a limited request for rehearing of the September 25 order addressing arguments raised on rehearing and compliance, which was subsequently denied by operation of law on November 27, 2023.
On October 25, 2023, Panhandle filed a limited request for rehearing of the September 25 order addressing arguments raised on rehearing and compliance, which was subsequently denied by operation of law on November 27, 2023.
Total capital expenditures (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs) were $3.09 billion. Additional detail related to our capital expenditures is provided in the following table. We received $38 million of cash proceeds from the sale of assets. The Partnership also received distributions of $63 million from unconsolidated affiliates.
Total capital expenditures (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs) were $4.09 billion. Additional detail related to our capital expenditures is provided in the following table. We received $24 million of cash proceeds from the sale of assets.
On January 17, 2023, Panhandle and the Michigan Public Service Commission each filed a request for rehearing of FERC’s order on the initial decision, which were denied by operation of law as of February 17, 2023.
On January 17, 2023, Panhandle and the Michigan Public Service Commission each filed a request for rehearing of FERC’s order on the initial decision, which were denied by operation of law as of February 17, 2023. On March 23, 2023, Panhandle appealed these orders to the D.C.
During the years ended December 31, 2024, 2023 and 2022, the Partnership recorded total assets of approximately $11.36 billion, $9.71 billion and $1.38 billion, respectively, in connection with business combinations. 127 Table of Contents Index to Financial Statements During the years ended December 31, 2024, 2023 and 2022, the Partnership recorded impairments totaling $52 million, $12 million and $386 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the Partnership recorded total assets of approximately $13.37 billion, $11.36 billion and $9.71 billion, respectively, in connection with business combinations. 130 Table of Contents Index to Financial Statements During the years ended December 31, 2025, 2024 and 2023, the Partnership recorded impairments totaling $285 million, $52 million and $12 million, respectively.
The FERC issued the Revised Policy Statement in response to a remand from the United States Court of Appeals for the District of Columbia Circuit in United Airlines v.
The FERC issued the Revised Policy Statement in response to a remand from the U.S. Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) in United Airlines v.
On July 31, 2020, the United States Court of Appeals for the District of Columbia Circuit issued an opinion upholding the FERC’s decision denying a separate master limited partnership recovery of an income tax allowance and its decision not to require the master limited partnership to refund accumulated deferred income tax balances.
On July 31, 2020, the D.C. Circuit issued an opinion upholding the FERC’s decision denying a separate master limited partnership recovery of an income tax allowance and its decision not to require the master limited partnership to refund accumulated deferred income tax balances.
The amount available for future borrowings was $1.25 billion at December 31, 2024. The weighted average interest rate on the total amount outstanding as of December 31, 2024 was 6.57%. USAC Credit Facility As of December 31, 2024, USAC had $772 million of outstanding borrowings and $1 million in outstanding letters of credit under the credit agreement.
The amount available for future borrowings was $2.47 billion at December 31, 2025. The weighted average interest rate on the total amount outstanding as of December 31, 2025 was 6.38%. USAC Credit Facility As of December 31, 2025, USAC had $795 million of outstanding borrowings and $1 million in outstanding letters of credit under the credit agreement.
We have material purchase commitments for crude oil; as of December 31, 2024, those purchase commitments totaled an estimated $50.34 billion (of which $22.45 billion would be due in 2025) based on either the current market price for variable price contracts or the contracted price for fixed price contracts.
We have material purchase commitments for crude oil; as of December 31, 2025, those purchase commitments totaled an estimated $93.24 billion (of which $26.13 billion would be due in 2026) based on either the current market price for variable price contracts or the contracted price for fixed price contracts.
Following is a summary of investing activities by period: Year Ended December 31, 2024 Cash used in investing activities in 2024 was $5.90 billion. Total capital expenditures (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs) were $4.09 billion.
Following is a summary of investing activities by period: Year Ended December 31, 2025 Cash used in investing activities in 2025 was $8.37 billion. Total capital expenditures (excluding the allowance for equity funds used during construction and net of contributions in aid of construction costs) were $6.20 billion.
The FERC’s establishment of a just and reasonable rate is based on many 103 Table of Contents Index to Financial Statements components, including ROE and tax-related components, but also other pipeline costs that will continue to affect FERC’s determination of just and reasonable cost-of-service rates.
The FERC’s establishment of a just and reasonable rate is based on many components, including return on equity and tax-related components, but also other pipeline costs that will continue to affect FERC’s determination of just and reasonable cost-of-service rates.
As of December 31, 2024, Sunoco LP had approximately 136.2 million common units outstanding. The following table illustrates the percentage allocations of available cash from operating surplus between Sunoco LP’s common unitholders and the holder of its IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders.
As of December 31, 2025, Sunoco LP had approximately 136.9 million common units outstanding and 51,517,198 Class D Units outstanding. 127 Table of Contents Index to Financial Statements The following table illustrates the percentage allocations of available cash from operating surplus between Sunoco LP’s common unitholders and the holder of its IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders.
Net income also included equity in earnings of unconsolidated affiliates of $383 million and gains on extinguishments of debt of $2 million. Cash provided by operating activities includes cash distributions received from unconsolidated affiliates that are deemed to be paid from cumulative earnings, which distributions were $353 million in 2023.
Net income also included equity in earnings of unconsolidated affiliates of $419 million and losses on extinguishments of debt of $34 million in 2025. Cash provided by operating activities includes cash distributions received from unconsolidated affiliates that are deemed to be paid from cumulative earnings, which distributions were $382 million in 2025.
In 2024, we paid $2.17 billion, net of cash received, for the WTG Midstream acquisition, we paid $84 million to acquire the outstanding noncontrolling interest in Edwards Lime Gathering, LLC, which is now a wholly owned subsidiary, and we also paid $250 million, net of cash received, for other acquisitions.
The Partnership also received distributions of $75 million from unconsolidated affiliates. 121 Table of Contents Index to Financial Statements In 2024, we paid $2.17 billion, net of cash received, for the WTG Midstream acquisition, we paid $84 million to acquire the outstanding noncontrolling interest in Edwards Lime Gathering, LLC, which is now a wholly owned subsidiary, and we also paid $250 million, net of cash received, for other acquisitions.
Marginal Percentage Interest in Distributions Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100% —% First Target Distribution $0.4375 to $0.503125 100% —% Second Target Distribution $0.503125 to $0.546875 85% 15% Third Target Distribution $0.546875 to $0.656250 75% 25% Thereafter Above $0.656250 50% 50% Distributions on Sunoco LP’s units declared and/or paid by Sunoco LP were as follows: Quarter Ended Payment Date Rate December 31, 2022 February 21, 2023 $ 0.8255 March 31, 2023 May 22, 2023 0.8420 June 30, 2023 August 21, 2023 0.8420 September 30, 2023 November 20, 2023 0.8420 December 31, 2023 February 20, 2024 0.8420 March 31, 2024 May 20, 2024 0.8756 June 30, 2024 August 19, 2024 0.8756 September 30, 2024 November 19, 2024 0.8756 December 31, 2024 February 19, 2025 0.8865 The total amount of distributions to the Partnership from Sunoco LP for the periods presented below is as follows: Years Ended December 31, 2024 2023 Distributions from Sunoco LP Limited Partner interests $ 100 $ 96 General Partner interest and IDRs 145 77 Total distributions from Sunoco LP $ 245 $ 173 USAC Cash Distributions Energy Transfer owns approximately 46.1 million USAC common units.
Marginal Percentage Interest in Distributions Total Quarterly Distribution Target Amount Common Unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100% —% First Target Distribution $0.4375 to $0.503125 100% —% Second Target Distribution $0.503125 to $0.546875 85% 15% Third Target Distribution $0.546875 to $0.656250 75% 25% Thereafter Above $0.656250 50% 50% Distributions on Sunoco LP’s common units and Class D Units declared and/or paid by Sunoco LP were as follows: Quarter Ended Payment Date Per Common Unit Rate Per Class D Unit Rate December 31, 2023 February 20, 2024 $ 0.8420 $ — March 31, 2024 May 20, 2024 0.8756 — June 30, 2024 August 19, 2024 0.8756 — September 30, 2024 November 19, 2024 0.8756 — December 31, 2024 February 19, 2025 0.8865 — March 31, 2025 May 20, 2025 0.8976 — June 30, 2025 August 19, 2025 0.9088 — September 30, 2025 November 19, 2025 0.9202 — December 31, 2025 February 19, 2026 0.9317 0.9317 Sunoco LP Series A Preferred Units Cash distributions paid or to be paid with respect to Sunoco LP Series A Preferred Units were as follows: Record Date Payment Date Rate March 2, 2026 March 18, 2026 $ 39.38 The total amount of distributions to the Partnership from Sunoco LP for the periods presented below is as follows: Years Ended December 31, 2025 2024 Distributions from Sunoco LP Limited Partner interests $ 104 $ 100 General Partner interest and IDRs 182 145 Total distributions from Sunoco LP $ 286 $ 245 USAC Cash Distributions Energy Transfer owns approximately 46.1 million USAC common units.
The difference between net income and net cash provided by operating activities in 2023 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions and divestitures) of $451 million and other items totaling $4.43 billion, which includes non-cash items and items related to financing activities that are included in net income.
The difference between net income and net cash provided by operating activities in 2025 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions and divestitures) of $1.98 billion and other items totaling $6.09 billion, which includes non-cash items and items related to investing and financing activities that are included in net income.
The purchase prices that we are obligated to pay under fixed price contracts are 116 Table of Contents Index to Financial Statements established at the inception of the contract.
The purchase prices that we are obligated to pay under fixed price contracts are established at the inception of the contract.
Distributions on the Series B Preferred Units will begin to be paid quarterly on February 15, 2028. (2) For the period ended December 31, 2024, the cash distribution for the Series I Preferred Units was paid on February 14, 2025 to unitholders of record as of the close of business on February 4, 2025.
For the period ended December 31, 2024, the cash distribution for the Series I Preferred Units was paid on February 14, 2025 to unitholders of record as of the close of business on February 4, 2025.
Energy Transfer Common Unit Distributions Distributions declared and paid with respect to Energy Transfer common units were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 February 7, 2023 February 21, 2023 $ 0.3050 March 31, 2023 May 8, 2023 May 22, 2023 0.3075 June 30, 2023 August 14, 2023 August 21, 2023 0.3100 September 30, 2023 October 30, 2023 November 20, 2023 0.3125 December 31, 2023 February 7, 2024 February 20, 2024 0.3150 March 31, 2024 May 13, 2024 May 20, 2024 0.3175 June 30, 2024 August 9, 2024 August 19, 2024 0.3200 September 30, 2024 November 8, 2024 November 19, 2024 0.3225 December 31, 2024 February 7, 2025 February 19, 2025 0.3250 123 Table of Contents Index to Financial Statements The total amounts of distributions declared and paid during the periods presented (all from Available Cash from Energy Transfer’s operating surplus and are shown in the period to which they relate) are as follows: Years Ended December 31, 2024 2023 Limited Partners $ 4,384 $ 3,984 General Partner interest 4 3 Total Energy Transfer distributions $ 4,388 $ 3,987 Energy Transfer Preferred Unit Distributions Distributions on Energy Transfer’s preferred units declared and/or paid by Energy Transfer were as follows: Period Ended Record Date Payment Date Series A Series B (1) Series C Series D Series E Series F (1) Series G (1) Series H (1) Series I December 31, 2022 February 1, 2023 February 15, 2023 $ 31.25 $ 33.125 $ 0.4609 $ 0.4766 $ 0.4750 $ — $ — $ — $ — March 31, 2023 May 1, 2023 May 15, 2023 21.98 — 0.4609 0.4766 0.4750 33.75 35.63 32.50 — June 30, 2023 August 1, 2023 August 15, 2023 23.89 33.125 0.6294 0.4766 0.4750 — — — — September 30, 2023 November 1, 2023 November 15, 2023 24.67 — 0.6489 0.6622 0.4750 33.75 35.63 32.50 — December 31, 2023 February 1, 2024 February 15, 2024 24.71 33.125 0.6075 0.6199 0.4750 — — — 0.2111 March 31, 2024 May 1, 2024 May 15, 2024 23.99 — — — 0.4750 33.7500 35.63 32.50 0.2111 June 30, 2024 August 1, 2024 August 15, 2024 9.88 33.125 — — — — — — 0.2111 (2) September 30, 2024 November 1, 2024 November 15, 2024 — — — — — 33.7500 35.63 32.50 0.2111 (2) December 31, 2024 February 1, 2025 February 15, 2024 — 33.125 — — — — — — 0.2111 (2) (1) Series B, Series F, Series G and Series H distributions are currently paid on a semi-annual basis.
Energy Transfer Common Unit Distributions Distributions declared and paid with respect to Energy Transfer Common Units were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2023 February 7, 2024 February 20, 2024 $ 0.3150 March 31, 2024 May 13, 2024 May 20, 2024 0.3175 June 30, 2024 August 9, 2024 August 19, 2024 0.3200 September 30, 2024 November 8, 2024 November 19, 2024 0.3225 December 31, 2024 February 7, 2025 February 19, 2025 0.3250 March 31, 2025 May 9, 2025 May 20, 2025 0.3275 June 30, 2025 August 8, 2025 August 19, 2025 0.3300 September 30, 2025 November 7, 2025 November 19, 2025 0.3325 December 31, 2025 February 6, 2026 February 19, 2026 0.3350 126 Table of Contents Index to Financial Statements The total amounts of distributions declared and paid during the periods presented (all from Available Cash from Energy Transfer’s operating surplus and are shown in the period to which they relate) are as follows: Years Ended December 31, 2025 2024 Limited Partners $ 4,551 $ 4,384 General Partner interest 4 4 Total Energy Transfer distributions $ 4,555 $ 4,388 Energy Transfer Preferred Unit Distributions Distributions on Energy Transfer’s preferred units declared and/or paid by Energy Transfer were as follows: Period Ended Record Date (1) Payment Date (1) Series A Series B (2) Series C Series D Series E Series F Series G (2) Series H (2) Series I (1) December 31, 2023 February 1, 2024 February 15, 2024 $ 24.71 $ 33.125 $ 0.6075 $ 0.6199 $ 0.4750 $ — $ — $ — $ 0.2111 March 31, 2024 May 1, 2024 May 15, 2024 23.99 — — — 0.4750 33.7500 35.63 32.50 0.2111 June 30, 2024 August 1, 2024 August 15, 2024 9.88 33.125 — — — — — — 0.2111 (2) September 30, 2024 November 1, 2024 November 15, 2024 — — — — — 33.7500 35.63 32.50 0.2111 (2) December 31, 2024 February 1, 2025 February 17, 2025 — 33.125 — — — — — — 0.2111 (2) March 31, 2025 May 1, 2025 May 15, 2025 — — — — — 33.7500 35.63 32.50 0.2111 June 30, 2025 August 1, 2025 August 15, 2025 — 33.125 — — — — — — 0.2111 September 30, 2025 November 1, 2025 November 14, 2025 — — — — — — 35.63 32.50 0.2111 December 31, 2025 February 1, 2026 February 15, 2026 — 33.125 — — — — — — 0.2111 (1) The record date and payment date shown above apply to all Energy Transfer Preferred Units, except for the Series I Preferred Units.
By an order issued on January 16, 2019, the FERC initiated a review of Panhandle’s then existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates charged by Panhandle are just and reasonable and set the matter for hearing.
By an order issued on January 16, 2019, the FERC initiated a review of Panhandle’s then-existing rates pursuant to Section 5 of the NGA to determine whether the rates charged by Panhandle are just and reasonable and set the matter for hearing. On August 30, 2019, Panhandle filed a general rate proceeding under Section 4 of the NGA.
As of December 31, 2024, USAC had approximately 117 million common units outstanding.
As of December 31, 2025, USAC had approximately 127 million common units outstanding.
The state NOL carryforward benefits of $81 million ($64 million net of federal benefit) began expiring in 2024 with a substantial portion expiring between 2033 and 2039. Energy Transfer’s corporate subsidiaries have federal NOLs of $537 million ($113 million in benefits), all of which was generated in 2018 or later.
The state NOL carryforward benefits of $87 million ($69 million net of federal benefit) began expiring in 2025 with a substantial portion expiring between 2033 and 2039. Energy Transfer's corporate subsidiaries have federal NOLs of $651 million ($136 million in benefits) all of which were generated in 2018 or later.
USAC currently has budgeted between $38 million and $42 million in maintenance capital expenditures and currently has budgeted between $120 million and $140 million in expansion capital expenditures in 2025. Cash Flows Our cash flows may change in the future due to a number of factors, some of which we cannot control.
USAC currently has budgeted between $60 million and $70 million in maintenance capital expenditures and at currently has budgeted between $230 million and $250 million in expansion capital expenditures in 2026. Cash Flows Our cash flows may change in the future due to a number of factors, some of which we cannot control.
Any complaint or protest raised by a shipper could materially and adversely affect our financial condition, results of operations or cash flows.
Any complaint or protest raised by a shipper could materially and adversely affect our financial condition, results of operations or cash flows. Air Quality Standards In 2023, the U.S.
For the year ended December 31, 2024 compared to the prior year, crude oil transportation volumes were higher due to continued growth on our gathering systems, as well as contributions from recently acquired assets and from assets contributed upon the recent formation of the ET-S Permian joint venture with Sunoco LP, partially offset by lower volumes on our Bakken Pipeline.
For the year ended December 31, 2025 compared to the prior year, crude oil transportation volumes were higher due to continued growth on our Texas pipeline system, our gathering systems, and from the ET-S Permian joint venture with Sunoco LP, partially offset by lower volumes on our Bakken Pipeline.
In 2024, we had a net increase in our debt level of $4.74 billion. During 2024, we paid distributions of $4.62 billion to our partners, we paid distributions of $1.78 billion to noncontrolling interests and we paid distributions of $67 million to our redeemable noncontrolling interests.
During 2024, we paid distributions of $4.62 billion to our partners, we paid distributions of $1.78 billion to noncontrolling interests and we paid distributions of $67 million to our redeemable noncontrolling interests.
The weighted average interest rate on the total amount outstanding as of December 31, 2024 was 4.65%. 121 Table of Contents Index to Financial Statements Sunoco LP Credit Facility As of December 31, 2024, the Sunoco LP Credit Facility had $203 million of outstanding borrowings and $43 million in standby letters of credit and matures in May 2029.
The weighted average interest rate on the total amount outstanding as of December 31, 2025 was 4.00%. 124 Table of Contents Index to Financial Statements Sunoco LP Credit Facility As of December 31, 2025, the Sunoco LP Credit Facility had no outstanding borrowings and $26 million in standby letters of credit.
For the year ended December 31, 2024 compared to the prior year, transported volumes increased primarily due to more capacity sold and higher utilization on our Panhandle, Trunkline and Gulf Run systems due to increased demand. Segment Adjusted EBITDA.
For the year ended December 31, 2025 compared to the prior year, transported volumes increased primarily due to more capacity sold and higher utilization across the segment due to increased demand. Segment Adjusted EBITDA.
In 2024, Sunoco LP paid $224 million in cash for acquisitions of terminals and other assets and received $27 million in cash from the NuStar acquisition. Additionally, in 2024, Sunoco LP received cash proceeds of $987 million from its sale of West Texas assets. Year Ended December 31, 2023 Cash used in investing activities in 2023 was $4.33 billion.
In 2024, Sunoco LP paid $224 million in cash for acquisitions of terminals and other assets and received $27 million in cash from the NuStar acquisition. Additionally, in 2024, Sunoco LP received cash proceeds of $987 million from its sale of West Texas assets.
Additionally, in 2024, USAC paid $749 million in cash for investments in government securities in connection with the legal defeasance of senior notes, and Sunoco LP paid $784 million in cash for the redemption of NuStar preferred units. Year Ended December 31, 2023 Cash used in financing activities was $5.33 billion in 2023.
Additionally, in 2024, USAC paid $749 million in cash for investments in government securities in connection with the legal defeasance of senior notes, and Sunoco LP paid $784 million in cash for the redemption of NuStar preferred units.
Deferred income tax assets attributable to state and federal NOLs and federal excess business interest expense carryforwards totaling $197 million have been included in Energy Transfer’s consolidated balance sheet as of December 31, 2024.
Deferred income tax assets attributable to federal, state, and foreign NOLs and federal excess business interest expense and a corporate alternative minimum tax (“CAMT”) credit carryforward totaling $443 million have been included in Energy Transfer's consolidated balance sheet as of December 31, 2025.
We currently expect capital expenditures in 2025 to be approximately as follows (including capitalized interest and overhead, but excluding capital expenditures related to our investments in Sunoco LP and USAC): Growth Maintenance Intrastate transportation and storage $ 1,400 $ 70 Interstate transportation and storage 170 205 Midstream 1,625 380 NGL and refined products transportation and services (1) 1,375 145 Crude oil transportation and services (1) 295 190 All other (including eliminations) 135 110 Total capital expenditures $ 5,000 $ 1,100 (1) Includes capital expenditures related to the Partnership’s proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline joint ventures as well as the Orbit Gulf Coast NGL Exports joint venture.
We currently expect capital expenditures in 2026 to be approximately as follows (including capitalized interest and overhead and only our proportionate share for joint ventures, but excluding capital expenditures related to our investments in Sunoco LP and USAC): Growth Maintenance Intrastate transportation and storage $ 1,375 $ 80 Interstate transportation and storage 825 265 Midstream 1,225 385 NGL and refined products transportation and services (1) 1,300 165 Crude oil transportation and services (1) 350 170 All other (including eliminations) 175 85 Total capital expenditures $ 5,250 $ 1,150 (1) Includes capital expenditures related to the Partnership’s proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline joint ventures as well as the Orbit Gulf Coast NGL Exports joint venture.
In addition, we own investments in other businesses, including Sunoco LP and USAC, both of which are master limited partnerships. 101 Table of Contents Index to Financial Statements Energy Transfer derives cash flows from distributions related to its investment in its subsidiaries, including Sunoco LP and USAC.
In addition, we own investments in other businesses, including Sunoco LP and USAC, both of which are master limited partnerships, and we own the managing member of SunocoCorp, a publicly traded limited liability company. Energy Transfer derives cash flows from distributions related to its investment in its subsidiaries, including Sunoco LP and USAC.
For the year ended December 31, 2024 compared to the same period last year, income tax expense increased due to the taxable gain recognized by a corporate subsidiary of Sunoco LP on its sale of West Texas assets. Impairment Losses and Other .
For the year ended December 31, 2025 compared to the same period last year, income tax expense decreased primarily due to a taxable gain recognized by a corporate subsidiary of Sunoco LP upon its completion of the sale of convenience stores to 7-Eleven, Inc. in 2024. Impairment Losses and Other .
Gains on interest rate derivatives resulted from changes in forward interest rates, which caused our forward-starting swaps to change in value. Unrealized (Gains) Losses on Commodity Risk Management Activities. The unrealized gains and losses on our commodity risk management activities include changes in fair value of commodity derivatives and the hedged inventory included in designated fair value hedging relationships.
Unrealized (Gains) Losses on Commodity Risk Management Activities. The unrealized gains and losses on our commodity risk management activities include changes in fair value of commodity derivatives and the hedged inventory included in designated fair value hedging relationships.
From time to time, we experience increases in pipe costs due to a number of reasons, including but not limited to, delays from steel mills, limited selection of mills capable of producing large diameter pipe timely, higher steel prices and other factors beyond our control. However, we include these factors in our anticipated growth capital expenditures for each year.
From time to time, we experience increases in pipe costs due to a number of reasons, including but not limited to, delays from steel mills, limited selection of mills capable of producing large diameter pipe timely, higher steel prices, including as a result of the recent governmental action on tariffs, and other factors beyond our control.
The EPA’s final rule was to become effective on August 4, 2023, and the prescribed emission standards were scheduled to be effective in 2026. 105 Table of Contents Index to Financial Statements Operators and industry groups have challenged the Plan in the D.C.
The EPA’s final rule was to become effective on August 4, 2023, and the prescribed emission standards were scheduled to be effective in 2026. However, on March 12, 2025, the EPA announced plans to end the Plan. Operators and industry groups have challenged the Plan in the D.C.
Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at LIFO.
Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at LIFO. These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period.
For the year ended December 31, 2024 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP segment increased due to the net impact of the following: • an increase of $738 million in segment margin (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the acquisitions of NuStar and Zenith European terminals; and • an increase of $91 million in Adjusted EBITDA related to unconsolidated affiliates due to the formation of the ET-S Permian joint venture; partially offset by • an increase of $191 million in operating expenses and $153 million in selling, general and administrative expenses primarily due to the acquisitions of NuStar and Zenith European terminals.
For the year ended December 31, 2025 compared to the prior year, Segment Adjusted EBITDA related to the Investment in Sunoco LP segment increased due to the net impact of the following: • an increase of $741 million in segment margin (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily related to the acquisitions of Parkland, NuStar and Zenith European terminals.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCredit Risk and Customers Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses.
Biggest changeCredit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses.
We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. 131 Table of Contents Index to Financial Statements The following tables summarize commodity-related financial derivative instruments, fair values and the effect of an assumed hypothetical 10% change in the underlying price of the commodity as of December 31, 2024 and 2023 for the Partnership and its consolidated subsidiaries.
We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. 134 Table of Contents Index to Financial Statements The following tables summarize commodity-related financial derivative instruments, fair values and the effect of an assumed hypothetical 10% change in the underlying price of the commodity as of December 31, 2025 and 2024 for the Partnership and its consolidated subsidiaries.
Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. Our natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities.
Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. 135 Table of Contents Index to Financial Statements Our natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities.
Interest Rate Risk As of December 31, 2024, we and our subsidiaries had $4.33 billion of floating rate debt outstanding.
Interest Rate Risk As of December 31, 2025, we and our subsidiaries had $4.25 billion of floating rate debt outstanding.
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December 31, 2024 December 31, 2023 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Mark-to-Market Derivatives Natural Gas (BBtu): Fixed Swaps/Futures 6,630 $ 5 $ 3 5,247 $ 16 $ 2 Basis Swaps IFERC/NYMEX 3,490 (6) 3 (46,975) 20 5 Swing Swaps (156,820) (7) 1 (97,728) 18 1 Options – Puts — — — 1,900 (2) — Option - Calls — — — 250 — — Forward Physical Contracts (1) — — — (1,751) 8 1 Power (Megawatt): Forwards 6,040 1 — 155,600 1 — Futures (140,137) 1 1 (464,897) — 1 Options – Puts (17,600) — — 136,000 — — Options – Calls — — — — — — Crude (MBbls): Forward/Swaps (22,512) (10) 39 (2,674) 8 5 Option - Puts — — — (15) — — Option - Calls — — — (20) — — NGL/Refined Products (MBbls): Forwards/Swaps (15,063) (4) 58 (13,870) 20 43 Option - Puts (9) — — 121 (1) — Option - Calls (14) — — (43) (1) — Futures (1,763) (7) 13 (4,548) 17 38 Fair Value Hedging Derivatives Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (47,170) 1 2 (39,013) 1 1 Fixed Swaps/Futures (47,170) (4) 15 (39,013) 45 9 (1) Natural gas forward physical contracts are no longer reflected as mark-to-market derivatives in 2024.
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December 31, 2025 December 31, 2024 Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Notional Volume Fair Value Asset (Liability) Effect of Hypothetical 10% Change Mark-to-Market Derivatives Natural Gas (BBtu) (233,645) $ 32 $ 9 (146,700) $ (8) $ 7 Power (Megawatt) (461,896) 2 4 (151,697) 2 1 Crude, NGL and refined products (MBbls) (59,247) 106 131 (39,361) (21) 110 Other * 3 7 — — — Fair Value Hedging Derivatives Natural Gas (BBtu) (100,346) 22 20 (94,340) (3) 17 * Forward contracts consisting of 54 million renewable identification numbers (“RINs”) maturing in 2026 and emission credits of 747,038 metric tons maturing through 2042.
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We manage a portion of our interest rate exposure by utilizing interest rate swaps, including forward-starting interest rate swaps to lock-in the rate on a portion of anticipated debt issuances. 132 Table of Contents Index to Financial Statements The following table summarizes USAC’s interest rate swap which is no longer outstanding as of December 31, 2024, and which was not designated as a hedge for accounting purposes (dollar amounts presented in millions): Term Type Notional Amount Outstanding December 31, 2024 December 31, 2023 December 2025 (1) Pay a fixed rate of 3.9725% and receive a floating rate based on SOFR $ — $ 700 (1) In August 2024, USAC elected to terminate the outstanding interest rate swap.
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We may manage a portion of our interest rate exposure by utilizing interest rate swaps, including forward-starting interest rate swaps to hedge anticipated debt issuances. As of December 31, 2025, the Partnership did not have any outstanding interest rate swaps.
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Foreign Currency Translation Risk We generate revenues, incur expenses, and maintain investments and subsidiaries in currencies other than the U.S. dollar. As a result, our reported earnings, cash flows, and AOCI are exposed to fluctuations in foreign currency exchange rates.
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Changes in exchange rates can affect the U.S. dollar value of our foreign‑currency‑denominated assets and liabilities, as well as the translation of the operating results and financial position of our international subsidiaries. We may utilize derivative instruments, including foreign currency forward contracts and other hedging strategies, to mitigate the effects of foreign currency‑denominated cash flow and earnings exposures.
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As of December 31, 2025, the Partnership did not have any outstanding foreign currency derivatives. Credit Risk and Customers Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership.

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