Energy Transfer LP

8. EQUITY:

Limited Partners

Limited partner interests in the Partnership are represented by Common Units that entitle the holders thereof to the rights and privileges specified in the Partnership Agreement. The Partnership’s Common Units are registered under the Securities Exchange Act of 1934 (as amended) and are listed for trading on the NYSE. Each holder of a Common Unit is entitled to one vote per unit on all matters presented to the Limited Partners for a vote. In addition, if at any time any person or group (other than the Partnership’s General Partner and its affiliates) owns beneficially 20% or more of all Common Units, any Common Units owned by that person or group may not be voted on any matter and are not considered to be outstanding when sending notices of a meeting of Unitholders (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under the Partnership Agreement. The Common Units are entitled to distributions of Available Cash as described at “Quarterly Distributions of Available Cash.”

Our Partnership Agreement contains specific provisions for the allocation of net earnings and losses to the partners for purposes of maintaining the partner capital accounts. For any fiscal year that the Partnership has net profits, such net profits are first allocated to the General Partner (which currently holds an approximately 0.1% general partner interest) until the aggregate amount of net profits for the current and all prior fiscal years equals the aggregate amount of net losses allocated to the General Partner for the current and all prior fiscal years. Second, such net profits shall be allocated to the Limited Partners pro rata in accordance with their respective sharing ratios. For any fiscal year in which the Partnership has net losses, such net losses shall be first allocated to the Limited Partners in proportion to their respective adjusted capital account balances, as defined by the Partnership Agreement, (before taking into account such net losses) until their adjusted capital account balances have been reduced to zero. Second, all remaining net losses shall be allocated to the General Partner. The General Partner may distribute to the Limited Partners funds of the Partnership that the General Partner reasonably determines are not needed for the payment of existing or foreseeable Partnership obligations and expenditures.

Common Units

The change in Energy Transfer Common Units during the years ended December 31, 2023, 2022 and 2021 was as follows:

(1)Common units issued related to our acquisitions of Crestwood and Lotus Midstream in 2023 and of Enable in 2021.

(2)Includes common units issued in connection with the distribution reinvestment program and restricted unit vestings.

Energy Transfer Class A Units

As of December 31, 2023, the Partnership had outstanding 833,486,004 Class A units (“Energy Transfer Class A Units”) representing limited partner interests in the Partnership to the General Partner. The Energy Transfer Class A Units are entitled to vote together with the Partnership’s common units, as a single class, except as required by law. Additionally, Energy Transfer’s Partnership Agreement provides that, under certain circumstances, upon the issuance by the Partnership of additional common units or any securities that have voting rights that are pari passu with the Partnership common units, the Partnership will issue to any holder of Energy Transfer Class A Units additional Energy Transfer Class A Units such that the holder maintains a voting interest in the Partnership that is identical to its voting interest in the Partnership prior to such issuance. The Energy Transfer Class A Units are not entitled to distributions and otherwise have no economic attributes.

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Energy Transfer Repurchase Program

In February 2015, the Partnership announced a common unit repurchase program, whereby the Partnership may repurchase up to $2 billion of Energy Transfer Common Units in the open market at the Partnership’s discretion, subject to market conditions and other factors, and in accordance with applicable regulatory requirements. The Partnership did not repurchase any Energy Transfer Common Units under this program in 2023 or 2022. As of December 31, 2023, $880 million remained available to repurchase under the current program.

Energy Transfer Distribution Reinvestment Program

During the year ended December 31, 2023, distributions of $90 million were reinvested under the distribution reinvestment program. As of December 31, 2023, a total of 4.5 million common units remain available to be issued under the existing registration statement in connection with the distribution reinvestment program.

Energy Transfer Preferred Units

As of December 31, 2023, Energy Transfer’s outstanding preferred units included 950,000 Series A Preferred Units,550,000 Series B Preferred Units,18,000,000 Series C Preferred Units,17,800,000 Series D Preferred Units,32,000,000 Series E Preferred Units,500,000 Series F Preferred Units,1,484,780 Series G Preferred Units,900,000 Series H Preferred Units and 41,464,179 Series I Preferred Units.

The following table summarizes changes in the Energy Transfer Preferred Units:

(1)In connection with the Rollup Mergers on April 1, 2021, as discussed in Note 1, all of ETO’s previously outstanding preferred units were converted to Energy Transfer Preferred Units with identical distribution and redemption rights.

Series A Preferred Units

Prior to February 15, 2023, distributions on the Series A Preferred Units accrued at a fixed rate of 6.250% per annum of the liquidation preference of $1,000. Beginning February 15, 2023 to, but excluding, August 15, 2023, the Series A Preferred Units accrued a floating distribution rate set each quarterly distribution period at a percentage of the $1,000 liquidation preference equal to the then-current three-month LIBOR plus a spread of 4.028% per annum. On and after August 15, 2023, the floating distribution rate on the Series A Preferred Units is based on the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.028% per annum. Distributions on the Series A Preferred Units were previously payable

F - 35 semiannually in arrears until February 15, 2023, and, after February 15, 2023, quarterly in arrears, when, as, and if declared by our General Partner out of legally available funds for such purpose.

Series B Preferred Units

Distributions on the Series B Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, February 15, 2028, at a rate of 6.625% per annum of the stated liquidation preference of $1,000. On and after February 15, 2028, distributions on the Series B Preferred Units will accumulate at a percentage of the $1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR, or a successor rate, in each case determined quarterly by our calculation agent, plus a spread of 4.155% per annum. The Series B Preferred Units are redeemable at Energy Transfer’s option on or after February 15, 2028 at a redemption price of $1,000 per Series B Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Series C Preferred Units

Prior to May 15, 2023, distributions on the Series C Preferred Units accrued at a fixed rate of 7.375% per annum of the liquidation preference of $25. Beginning May 15, 2023 to, but excluding, August 15, 2023, the Series C Preferred Units accrued a floating distribution rate set each quarterly distribution period at a percentage of the $25 liquidation preference equal to the then-current three-month LIBOR plus a spread of 4.530% per annum. On and after August 15, 2023, the floating distribution rate on the Series C Preferred Units based on the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.530% per annum. The Series C Preferred Units were redeemed in February 2024.

Series D Preferred Units

Prior to August 15, 2023, distributions on the Series D Preferred Units accrued at a fixed rate of 7.625% per annum of the liquidation preference of $25. On and after August 15, 2023, the Series D Preferred Units accrued a floating distribution rate set each quarterly distribution period at a percentage of the $25 liquidation preference equal to the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.738% per annum. The Series D Preferred Units were redeemed in February 2024.

Series E Preferred Units

Distributions on the Series E Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2024, at a rate of 7.600% per annum of the stated liquidation preference of $25. On and after May 15, 2024, distributions on the Series E Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, or a successor rate, in each case determined quarterly by our calculation agent, plus a spread of 5.161% per annum. The Series E Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2024 at a redemption price of $25 per Series E Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption. The Partnership intends to redeem the Series E Preferred Units in May 2024.

Series F Preferred Units

Distributions on the Series F Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2025, at a rate equal to 6.750% per annum of the $1,000 liquidation preference. On and after May 15, 2025, the distribution rate on the Series F Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.134% per annum. The Series F Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2025 at a redemption price of $1,000 per Series F Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Series G Preferred Units

Distributions on the Series G Preferred Units are cumulative from and including the original issue date and will be payable semi-annually in arrears on the 15th day of May and November of each year, commencing on May 15, 2020 to, but excluding, May 15, 2030, at a rate equal to 7.125% per annum of the $1,000 liquidation preference. On and after May 15, 2030, the distribution rate on the Series G Preferred Units will equal a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.306% per annum. The Series G Preferred Units are redeemable at Energy Transfer’s option on or after May 15, 2030 at a redemption price of $1,000 per Series G Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption. On December

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2, 2021, Energy Transfer issued 384,780 Series G Preferred Units in connection with the Enable acquisition, as discussed in Note 3.

Series H Preferred Units

On June 15, 2021, Energy Transfer issued 900,000 of its 6.500% Series H Preferred Units at a price to the public of $1,000 per unit. Distributions on the Series H Preferred Units will accrue and be cumulative to, but excluding, November 15, 2026, at a rate equal to 6.500% per annum of the $1,000 liquidation preference. On and after November 15, 2026 and each fifth anniversary thereafter, the distribution rate on the Series H Preferred Units will reset to be a percentage of the $1,000 liquidation preference equal to the five-year U.S. treasury rate plus a spread of 5.694% per annum. Distributions on the Series H Preferred Units will be payable semi-annually in arrears on the 15th day of May and November of each year. The Series H Preferred Units are redeemable at Energy Transfer’s option during the three-month period prior to, and including, each distribution reset date at a redemption price of $1,000 per Series H Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption.

Series I Preferred Units

On November 3, 2023, Energy Transfer, in connection with its acquisition of Crestwood, issued 41,464,179 of its Series I Preferred Units in exchange for a commensurate number of Crestwood preferred units. Subject to certain conditions, the holders of the Series I Preferred Units will have the right to convert preferred units into (i) common units on a 10-for-2.07 basis, or (ii) a number of common units determined pursuant to a conversion ratio set forth in the Partnership Agreement upon the occurrence of certain events, such as a change in control. The Series I Preferred Units, on an as converted basis, have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, except that the preferred units are entitled to vote as a separate class on any matter on which all unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the preferred units in relation to Energy Transfer’s other securities outstanding

The holders of the Series I Preferred Units are entitled to receive fixed quarterly distributions of $0.2111 per unit. Distributions on the preferred units are paid in cash unless, subject to certain exceptions, (i) there is no distribution being paid on our common units; and (ii) our available cash (as defined in our Partnership Agreement) is insufficient to make a cash distribution to Series I Preferred Unitholders.

Upcoming Changes in Preferred Unit Distribution Rates

Distributions on the Energy Transfer Series B Preferred Units and Series E Preferred Units are scheduled to begin accruing at a floating rate as follows:

As discussed above, the Partnership expects to redeem the Series E Preferred Units at the beginning of the floating rate period on May 15, 2024.

Sale of Common Units by Subsidiaries

Energy Transfer on a stand-alone basis (the “Parent Company”) accounts for the difference between the carrying amount of its investment in subsidiaries and the underlying book value arising from issuance of units by subsidiaries (excluding unit issuances to the Parent Company) as a capital transaction. If a subsidiary issues units at a price less than the Parent Company’s carrying value per unit, the Parent Company assesses whether the investment has been impaired, in which case a provision would be reflected in our statement of operations. The Parent Company did not recognize any impairment related to the issuances of subsidiary common units during the periods presented.

Subsidiary Equity Transactions

USAC’s Distribution Reinvestment Program

During the years ended December 31, 2023, 2022 and 2021, USAC issued 87,808,124,255 and 118,399 USAC common units, respectively, under the USAC distribution reinvestment program.

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USAC’s Warrants

In April 2022, USAC issued 534,308 of its common units in connection with the exercise of outstanding warrants. In October 2023, the remainder of USAC’s outstanding warrants were exercised in full and net settled for 2,360,488 USAC common units. As of December 31, 2023, no warrants are outstanding.

Energy Transfer Common Unit Distributions

Our distribution policy is consistent with the terms of our Partnership Agreement, which requires that we distribute all of our available cash quarterly.

Our distributions declared and paid with respect to our common units were as follows:

Energy Transfer Preferred Unit Distributions

Distributions on Energy Transfer’s preferred units declared and/or paid by Energy Transfer were as follows:

*Represents prorated initial distribution.

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(1)Series B, Series F, Series G and Series H distributions are currently paid on a semi-annual basis. Pursuant to their terms, distributions on the Series A preferred units began to be paid quarterly on February 15, 2023, and distributions on the Series B preferred units will begin to be paid quarterly on February 15, 2028.

Sunoco LP Cash Distributions

Energy Transfer owns approximately 28.5 million Sunoco LP common units and all of Sunoco LP’s IDRs. As of December 31, 2023, Sunoco LP had approximately 84.4 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. 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.

Distributions on Sunoco LP’s units declared and/or paid by Sunoco LP were as follows:

USAC Cash Distributions

Energy Transfer owns approximately 46.1 million USAC common units. As of December 31, 2023, USAC had approximately 101.0 million common units outstanding. USAC currently has a non-economic general partner interest andno outstanding IDRs.

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Distributions on USAC’s units declared and/or paid by USAC were as follows:

Accumulated Other Comprehensive Income

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

The following table sets forth the tax amounts included in the respective components of other comprehensive income: