Energy Transfer LP
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 16, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
FORM 10-K
TABLE OF CONTENTS
| PART I | |
|---|---|
| ITEM 1. BUSINESS | 6 |
| ITEM 1A. RISK FACTORS | 47 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 93 |
| ITEM 1C. CYBERSECURITY | 93 |
| ITEM 2. PROPERTIES | 94 |
| ITEM 3. LEGAL PROCEEDINGS | 95 |
| ITEM 4. MINE SAFETY DISCLOSURES | 98 |
| PART II | |
| ITEM 5. MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 99 |
| ITEM 6. [RESERVED] | 100 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 100 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 129 |
| 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 | 133 |
| ITEM 9B. OTHER INFORMATION | 135 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 135 |
| PART III | |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 136 |
| ITEM 11. EXECUTIVE COMPENSATION | 142 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS | 157 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 159 |
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 160 |
| PART IV | |
| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 161 |
| SIGNATURES | 169 |
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. 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 |
| 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 |
| Enable | Enable Midstream Partners, LP |
| Energy Transfer Canada | Energy Transfer Canada ULC, a non-wholly owned subsidiary of Energy Transfer until its sale in August 2022 |
| 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 |
| 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 |
| HFOTCO | HFOTCO LLC, a wholly owned subsidiary of Energy Transfer, which owns the Houston Terminal |
| 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 |
| LIBOR | London Interbank Offered Rate |
| LNG | liquefied natural gas |
|---|---|
| Lotus Midstream | Lotus Midstream Operations, LLC |
| 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. |
| 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 |
| 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. Southwest Gas Storage Company), a wholly owned subsidiary of Energy Transfer |
| SPLP | Sunoco Pipeline L.P., a wholly owned subsidiary of Energy Transfer |
| 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 LP 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. |
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. 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. 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. 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. For additional discussion of risks, uncertainties and assumptions, see “Item 1A. Risk Factors” included in this annual report.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.