Energy Transfer LP
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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FY2024 · Filed Feb 14, 2025
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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.
The primary activities in which we are engaged, which are located in the United States, are as follows:
natural gas operations, including the following:
natural gas midstream and intrastate transportation and storage;
interstate natural gas transportation and storage; and
crude oil, NGL and refined products transportation, terminalling services and acquisition and marketing activities, as well as NGL storage and fractionation services and LNG regasification.
In addition, we own investments in other businesses, including Sunoco LP and USAC, both of which are master limited partnerships.
Energy Transfer derives cash flows from distributions related to its investment in its subsidiaries, including Sunoco LP and USAC. The amount of cash that our subsidiaries distribute to us is based on earnings from their respective business activities and the amount of available cash. Energy Transfer’s primary cash requirements are for distributions to its partners, capital expenditures, general and administrative expenses and debt service requirements. Energy Transfer distributes its available cash remaining after satisfaction of the aforementioned cash requirements to its Unitholders on a quarterly basis.
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.
The following chart summarizes our organizational structure as of February 7, 2025. For simplicity, certain entities and ownership interests have not been depicted.
Significant Achievements in 2024
In July, Energy Transfer completed the acquisition of WTG Midstream, which owns approximately 6,000 miles of complementary gas gathering pipelines that extend Energy Transfer’s network into the Midland Basin. WTG Midstream also owns eight gas processing plants and two more under construction, one of which was placed in service in 2024.
In July, Energy Transfer and Sunoco LP formed ET-S Permian, a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. ET-S Permian operates more than 5,000 miles of crude oil and water gathering pipelines and has crude oil storage capacity in excess of 11 million barrels.
Segment Overview
See Note 16 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional financial information about our segments.
Intrastate Transportation and Storage Segment
Intrastate natural gas transportation pipelines receive natural gas from other mainline transportation pipelines, storage facilities and gathering systems, and deliver the natural gas to industrial end-users, storage facilities, utilities, power generators and other third-party pipelines. Through our intrastate transportation and storage segment, we own and operate (through wholly owned subsidiaries or through joint venture interests) approximately 12,200 miles of intrastate natural gas transportation pipelines with approximately 24 Bcf/d of transportation capacity, three natural gas storage facilities located in Texas and two natural gas storage facilities located in Oklahoma.
Energy Transfer operates one of the largest intrastate pipeline systems in the United States, which provides energy logistics to major trading hubs and industrial consumption areas throughout the country. 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 Oklahoma, we operate Enable Oklahoma Intrastate Transmission, which delivers natural gas from various shale plays in the Anadarko and Arkoma basins, as further described in “Asset Overview.”
We also own a 70% interest in Red Bluff Express Pipeline, which owns a pipeline in the Delaware Basin, and 16% membership interests in Comanche Trail Pipeline and Trans-Pecos Pipeline, which own pipelines delivering natural gas from the Waha Hub to the United States/Mexico border.
Our intrastate transportation and storage segment’s results are determined primarily by the amount of capacity our customers reserve as well as the actual volume of natural gas that flows through the transportation pipelines. Under transportation contracts, our customers are charged (i) a demand fee, which is a fixed fee for the reservation of an agreed amount of capacity on the transportation pipeline for a specified period of time and which obligates the customer to pay a fee even if the customer does not transport natural gas on the respective pipeline, (ii) a transportation fee, which is based on the actual throughput of natural gas by the customer, (iii) fuel retention based on a percentage of gas transported on the pipeline or (iv) a combination of the three, generally payable monthly.
We also generate revenues and margin from the sale of natural gas to electric utilities, independent power plants, local distribution companies, industrial end-users and marketing companies. Generally, we purchase natural gas from either the market (including purchases from our marketing operations) or from producers at the wellhead. To the extent the natural gas comes from producers, it is primarily purchased at a discount to a specified market price and typically resold to customers based on an index price. In addition, our intrastate transportation and storage segment generates revenues from fees charged for storing customers’ working natural gas in our storage facilities and from managing natural gas for our own account.
Interstate Transportation and Storage Segment
Interstate natural gas transportation pipelines receive natural gas from supply sources including other transportation pipelines, storage facilities and gathering systems, and deliver the natural gas to industrial end-users and other pipelines. 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.
Our vast interstate natural gas network spans the United States from Florida to California and Texas to Michigan, offering a comprehensive array of pipeline and storage services. Our pipelines have the capability to transport natural gas from nearly all
Lower 48 onshore and offshore supply basins to customers in the Gulf Coast, Southeast, Southwest, Midwest and Northeast United States as well as Canada. Through numerous interconnections with other pipelines, our interstate systems can access virtually any supply or market in the country. As discussed further herein, our interstate transportation and storage segment’s operations are regulated by the FERC, which has broad regulatory authority over the business and operations of interstate natural gas pipelines.
Lake Charles LNG, our wholly owned subsidiary, owns an LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has approximately 9.0 Bcf of above ground storage capacity and the regasification facility has a send-out capacity of 1.8 Bcf/d. Lake Charles LNG derives all of its revenue from a series of long-term contracts with a wholly owned subsidiary of Royal Dutch Shell plc (“Shell”).
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. The project would utilize existing dock and storage facilities owned by Lake Charles LNG located on the Lake Charles site. Lake Charles LNG Export entered into a prior development agreement with Shell in March 2019; however, Shell withdrew from the project in March 2020 due to adverse market factors affecting Shell’s business following the onset of the COVID-19 pandemic. The project will benefit from the infrastructure related to the existing regasification facility at the same site, including four LNG storage tanks, two deep water docks and other assets.
During 2022, Lake Charles LNG Export executed six LNG offtake agreements, for an aggregate of nearly 8 million tonnes per annum, including a 20-year LNG agreement with Shell NA LNG LLC. During 2024, Lake Charles LNG Export executed two additional 20-year LNG offtake agreements, including an LNG agreement with Chevron U.S.A. Inc (“Chevron”) for 2.0 million tonnes per annum. The agreements allow either party to terminate each agreement if Lake Charles LNG Export has not satisfied specified conditions by a specified date. One of those conditions relates to Lake Charles LNG Export making a “final investment decision” to proceed with the construction of the liquefaction facility. To date, none of these agreements have been terminated. We are currently in discussions with several parties for potential long-term LNG offtake and potential equity investments in the project.
The results from our interstate transportation and storage segment are primarily derived from the fees we earn from natural gas transportation and storage services.
Midstream Segment
The midstream industry consists of natural gas gathering, compression, treating, dehydration and processing, and is generally characterized by regional competition based on the proximity of gathering systems and processing plants to natural gas producing wells and the proximity of storage facilities to production areas and end-use markets. Gathering systems generally consist of a network of small diameter pipelines and, if necessary, compression systems, that collect natural gas from points near producing wells and transports it to larger pipelines for further transportation.
Treating plants remove carbon dioxide and hydrogen sulfide from natural gas that is higher in carbon dioxide, hydrogen sulfide or certain other contaminants, to ensure that it meets pipeline quality specifications. Natural gas processing involves the separation of natural gas into pipeline quality natural gas, or residue gas, and a mixed NGL stream. Some natural gas produced by a well does not meet the pipeline quality specifications established by downstream pipelines or is not suitable for commercial use and must be processed to remove the mixed NGL stream. In addition, some natural gas can be processed to take advantage of favorable margins for NGLs extracted from the gas stream.
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. Our midstream segment focuses on the gathering, compression, treating, blending and processing of natural gas, and our operations are currently concentrated in major producing basins and shales in Texas, New Mexico, West Virginia, Pennsylvania, Ohio, Oklahoma, Arkansas, Kansas, Louisiana, North Dakota and Wyoming. Many of our midstream assets are integrated with our intrastate transportation and storage assets as well as our NGL assets.
Our midstream segment’s results are derived primarily from margins we earn from natural gas volumes that are gathered, transported, purchased and sold through our pipeline systems and the natural gas and NGL volumes processed at our processing and treating facilities.
NGL and Refined Products Transportation and Services Segment
Our NGL and refined products operations transport, store and execute acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities as well as strategic offtake locations that provide access to multiple markets.
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. This facility is connected to our Mariner East Pipeline System, which provides for the transportation of ethane and liquefied petroleum gas (“LPG”) products from western Pennsylvania, West Virginia and eastern Ohio to our Marcus Hook Terminal where these component products can be exported, processed or locally distributed;
NGL fractionation facilities at our Mont Belvieu NGL Complex with an aggregate capacity of 1.15 MMBbls/d;
NGL storage facilities at our Mont Belvieu NGL Complex with a working storage capacity of approximately 62 MMBbls; and
other NGL storage assets with an aggregate storage capacity of approximately 35 MMBbls.
Our NGL pipelines primarily transport NGLs from the Permian Basin, the Barnett and Eagle Ford shales to Mont Belvieu, Texas. In the Northeast, our NGL pipelines transport from the Marcellus and Utica shales to our Marcus Hook Terminal, to customer facilities in Marysville, Michigan and to delivery points on the Canadian border.
In addition to providing storage capacity, our NGL terminalling services also support our liquids blending activities, including the use of our patented butane blending technology. Refined products operations provide transportation and terminalling services through the use of approximately 3,760 miles of refined products pipelines and 35 active refined products marketing terminals. Our refined product marketing terminals are located primarily in the Northeast, Midwest and Southwest United States, with approximately 8 MMBbls of refined products storage capacity. Our refined products operations utilize our integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions throughout the United States. The mix of products delivered through our refined products pipelines varies seasonally, with gasoline demand peaking during the summer months, and demand for heating oil and other distillate fuels peaking in the winter. The products transported in these pipelines include multiple grades of gasoline and middle distillates, such as heating oil, diesel and jet fuel. Rates for shipments on these product pipelines are regulated by the FERC and other state regulatory agencies, as applicable.
Revenues in this segment are principally generated from fees charged to customers under dedicated contracts or take-or-pay contracts. Under a dedicated contract, the customer agrees to deliver the total output from particular processing plants that are connected to the NGL pipeline. Take-or-pay contracts have minimum throughput commitments requiring the customer to pay regardless of whether a fixed volume is transported. Fees are market-based, negotiated with customers and competitive with regional regulated pipelines and fractionators. Storage revenues are derived from base storage and throughput fees. This segment also derives revenues from fee-based export activities, the marketing of NGLs as well as processing and fractionating refinery off-gas.
Crude Oil Transportation and Services Segment
Our crude oil operations provide transportation (via pipeline and trucking), terminalling as well as acquisition and marketing services to crude oil markets throughout the Southwest, Midwest and Northeast United States. 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. This segment includes equity ownership interests in seven crude oil pipeline systems: the Bakken Pipeline, Bayou Bridge Pipeline, White Cliffs Pipeline, Maurepas Pipeline, the Permian Express pipelines, Enable South Central Pipeline and the Wink to Webster Pipeline. 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 acquisition and marketing activities utilize our pipeline and terminal assets, our proprietary fleet of crude oil tractor trailers and truck unloading facilities, as well as third-party assets to service crude oil markets principally in the Midcontinent United States.
This segment also includes the ET-S Permian joint venture. The joint venture was formed in 2024, with Energy Transfer and Sunoco LP combining their respective crude oil and produced water gathering assets in the Permian Basin. The ET-S Permian joint venture includes more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 MMBbls. Energy Transfer holds a 67.5% interest in the joint venture, with Sunoco LP holding the remaining 32.5%.
Revenues throughout our crude oil pipeline systems are generated from tariffs paid by shippers utilizing our transportation services. These tariffs are filed with the FERC and other state regulatory agencies, as applicable.
Our crude oil acquisition and marketing activities include the gathering, purchasing, marketing and selling of crude oil. Specifically, the crude oil acquisition and marketing activities include:
purchasing crude oil at both the wellhead from producers and in bulk from aggregators at major pipeline interconnections and trading locations;
storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);
buying and selling crude oil of different grades at different locations in order to maximize value;
transporting crude oil using our pipelines, terminals and trucks or, when necessary or cost effective, pipelines, terminals or trucks owned and operated by third parties; and
marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
Sunoco LP is primarily engaged in energy infrastructure and distribution of motor fuels in over 40 U.S. states, Puerto Rico, Europe and Mexico. Sunoco LP’s midstream operations include an extensive network of over 14,000 miles of pipeline and over 100 terminals.
Sunoco LP’s fuel distribution operations serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. Through its fuel distribution operations, Sunoco LP is a distributor of motor fuels and other petroleum products which it supplies to third-party dealers and distributors, to independent operators of commission agent locations, other commercial consumers of motor fuel and to our retail locations. Sunoco LP is also the exclusive wholesale supplier of the Sunoco LP and EcoMaxx-branded motor fuels, supplying an extensive distribution network of approximately 5,619 company and third-party operated locations throughout the United States and Puerto Rico. In addition, Sunoco LP receives lease income from real estate that it leases or subleases.
USAC focuses its compression services in unconventional resource plays throughout the United States, including the Utica, Marcellus, Permian, Denver-Julesburg, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett and Haynesville. USAC provides compression services to its customers primarily in connection with infrastructure applications, including both allowing for the processing and transportation of natural gas through the domestic pipeline system and enhancing crude oil production through artificial lift processes. As such, USAC’s compression services play a critical role in the production, processing and transportation of both natural gas and crude oil. 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. USAC’s standard new-build compression units are generally configured for multiple compression stages allowing USAC to operate its units across a broad range of operating conditions. As part of USAC’s services, it engineers, designs, operates, services and repairs its compression units and maintains related support inventory and equipment.
USAC provides compression services to its customers under fixed-fee contracts with initial contract terms typically between six months to five years, depending on the application and location of the compression unit. USAC typically continues to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. USAC primarily enters into fixed-fee contracts whereby its customers are required to pay a monthly fee even during periods of limited or disrupted throughput, which enhances the stability and predictability of its cash flows. USAC bills most of its customers in advance of the service date and also typically utilizes annual inflation adjustments in its term contracts. 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.
USAC’s assets and operations are all located and conducted in the United States.
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. We also earn revenues from other land management activities, such as selling standing timber, leasing coal-related infrastructure facilities, and collecting oil and gas royalties. These operations also include end-user coal handling facilities.
Asset Overview
The following descriptions include summaries of significant assets within the Partnership’s reportable segments. Amounts, such as capacities, volumes and miles included in the following descriptions are approximate and are based on information currently available; such amounts are subject to change based on future events or additional information.
The map below depicts the major assets of our core businesses, excluding the assets of Sunoco LP, USAC and the businesses in our all other segment. 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.
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
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 ET Fuel System has bi-directional capabilities and has many interconnections with pipelines providing direct access to power plants and other intrastate and interstate pipelines. It is strategically located near high-growth production areas and provides access to the three major natural gas trading centers in Texas: the Waha Hub near Pecos, Texas, the Maypearl Hub in Central Texas and the Carthage Hub in East Texas.
The ET Fuel System also includes our Bethel natural gas storage facility, with a working capacity of 6.0 Bcf, an average withdrawal capacity of 300 MMcf/d and an injection capacity of 75 MMcf/d, and our Bryson natural gas storage facility, with a working capacity of 5.2 Bcf, an average withdrawal capacity of 120 MMcf/d and an average injection capacity of 96 MMcf/d.
In addition, the ET Fuel System is integrated with our Godley processing plant which gives us the ability to bypass the plant when processing margins are unfavorable by blending the untreated natural gas from our gas gathering system known as the North Texas System with natural gas on the ET Fuel System while continuing to meet pipeline quality specifications.
The Oasis Pipeline is primarily a 36-inch natural gas pipeline. It has bi-directional capabilities with approximately 1.3 Bcf/d of throughput capacity moving west-to-east and greater than 750 MMcf/d of throughput capacity moving east-to-west. The Oasis Pipeline connects to the Waha and Katy market hubs and has many interconnections with other pipelines, power plants, processing facilities, municipalities and producers.
The Oasis Pipeline is integrated with our gathering system known as the Southeast Texas System and is an important component to maximizing our Southeast Texas System’s profitability. The Oasis Pipeline enhances the Southeast Texas System by (i) providing access for natural gas gathered on the Southeast Texas System to third-party supply and market points and interconnecting pipelines and (ii) allowing us to bypass our processing plants and treating facilities on the Southeast Texas System when processing margins are unfavorable by blending untreated natural gas from the Southeast Texas System with gas on the Oasis pipeline while continuing to meet pipeline quality specifications.
The HPL System is an extensive network of intrastate natural gas pipelines, the underground Bammel storage reservoir and related transportation assets. The system has access to multiple sources of historically significant natural gas supply reserves from South Texas, the Gulf Coast of Texas, East Texas and the western Gulf of America, and is directly connected to major gas distribution, electric and industrial load centers in Houston, Corpus Christi, Texas City, Beaumont and other cities located along the Gulf Coast of Texas. The HPL System is well situated to gather and transport gas in many of the major gas producing areas in Texas including a strong presence in the key Houston Ship Channel and Katy Hub markets, allowing us to play an important role in the Texas natural gas markets. The HPL System also offers its shippers off-system opportunities due to its numerous interconnections with other pipeline systems, its direct access to multiple market hubs at Katy, the Houston Ship Channel, Carthage and Agua Dulce as well as our Bammel storage facility.
The Bammel storage facility has a total working gas capacity of approximately 52.5 Bcf, a peak withdrawal rate of 1.3 Bcf/d and a peak injection rate of 0.6 Bcf/d. The Bammel storage facility is located near the Houston Ship Channel market area and the Katy Hub, and is ideally suited to provide a physical backup for on-system and off-system customers. 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. The ETC Katy Pipeline serves producers in East and North Central Texas and provides access to the Katy Hub. 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. EOIT is a web-like configuration with multidirectional flow capabilities between numerous receipt points and delivery points. EOIT delivers natural gas from the Anadarko and Arkoma basins, including the SCOOP, STACK, Cana Woodford, Granite Wash, Cleveland, Tonkawa and Mississippi Lime Shale plays in western Oklahoma to utilities and industrial end-users connected to EOIT and to interstate and intrastate pipelines interconnected with EOIT. EOIT also has two underground natural gas storage facilities in Oklahoma, which operate at a combined capacity of 24 Bcf with a peak withdrawal rate of 0.60 Bcf/d.
Comanche Trail Pipeline is a 195-mile intrastate pipeline that delivers natural gas from the Waha Hub near Pecos, Texas to the United States/Mexico border near San Elizario, Texas. The Partnership owns a 16% membership interest in and operates Comanche Trail Pipeline.
Trans-Pecos Pipeline is a 143-mile intrastate pipeline that delivers natural gas from the Waha Hub near Pecos, Texas to the United States/Mexico border near Presidio, Texas. The Partnership owns a 16% membership interest in and operates Trans-Pecos Pipeline.
The Red Bluff Express Pipeline is an approximately 120-mile intrastate pipeline that runs through the heart of the Delaware Basin and connects certain of our plants as well as third-party plants to the Waha Oasis Header. The Partnership owns a 70% membership interest in and operates Red Bluff Express Pipeline.
Other intrastate natural gas pipelines include our 630-mile Pelico Pipeline in northern Louisiana and our 167-mile Lobo Pipeline in South Texas.
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 | — |
| 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.
The following information describes our principal interstate transportation and storage assets:
FGT extends from South Texas through the Gulf Coast region of the United States to South Florida. FGT is the principal transporter of natural gas to the Florida energy market, delivering approximately 60% of the natural gas consumed in the state. In addition, FGT’s numerous intrastate and interstate pipeline interconnections with major interstate and intrastate natural gas pipelines provide access to diverse natural gas supply sources. FGT’s customers include electric utilities, independent power producers, industrial end-users and local distribution companies. 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. Transwestern’s customers include local distribution companies, producers, marketers, electric power generators and industrial end-users.
Panhandle Eastern Pipe Line’s transmission system consists of four large diameter mainline pipelines with bi-directional capabilities, extending approximately 1,300 miles from producing areas in the Anadarko Basin of Texas, Oklahoma and Kansas through Missouri, Illinois, Indiana, Ohio and into Michigan. Panhandle contracts for approximately 56 Bcf of natural gas storage.
Trunkline’s transmission system consists of one large diameter mainline pipeline with bi-directional capabilities, extending approximately 1,400 miles from the Gulf Coast areas of Texas and Louisiana through Arkansas, Mississippi, Tennessee, Kentucky, Illinois, Indiana and Michigan. Trunkline has one natural gas storage field located in Louisiana.
Tiger is a bi-directional system that extends through the heart of the Haynesville Shale and ends near Delhi, Louisiana, interconnecting with multiple interstate pipelines.
Fayetteville Express Pipeline originates near Conway County, Arkansas and continues eastward to Panola County, Mississippi with multiple pipeline interconnections along the route. Fayetteville Express Pipeline is owned by a 50/50 joint venture with Kinder Morgan, Inc.
Sea Robin Pipeline’s system consists of two offshore Louisiana natural gas supply pipelines extending 120 miles into the Gulf of America.
Stingray Pipeline is an interstate natural gas pipeline system with assets located in the western Gulf of America and Johnson Bayou, Louisiana.
Rover Pipeline is a large diameter pipeline which transports natural gas from processing plants in West Virginia, eastern Ohio and western Pennsylvania for delivery to other pipeline interconnects in Ohio and Michigan, where the gas is delivered for distribution to markets across the United States and to Ontario, Canada.
Midcontinent Express Pipeline originates near Bennington, Oklahoma and traverses northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipeline system in Butler, Alabama. The Midcontinent Express Pipeline is owned by a 50/50 joint venture with Kinder Morgan, Inc., the operator of the system.
EGT provides natural gas transportation and storage services to customers in Oklahoma, Texas, Arkansas, Louisiana, Missouri and Kansas. EGT has two underground storage facilities in Oklahoma and one underground natural gas storage facility in Louisiana. Through numerous pipeline interconnections along the system and at the Perryville Hub, EGT customers have access to Midwest and Northeast markets as well as most of the major natural gas consuming markets east of the Mississippi River.
MRT provides natural gas transportation and storage services in Texas, Arkansas, Louisiana, Missouri and Illinois. MRT has underground natural gas storage facilities in Louisiana and Illinois. MRT receives natural gas from a variety of interstate and intrastate pipelines through its interconnections and delivers natural gas primarily to the St. Louis market.
SESH, a 50/50 joint venture with Enbridge Inc., provides transportation services in Louisiana, Mississippi and Alabama. SESH transports natural gas from the Perryville Hub in Louisiana to its endpoint in Mobile County, Alabama. 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.
Regasification Facility
Lake Charles LNG, our wholly owned subsidiary, owns an LNG import terminal and regasification facility located on Louisiana’s Gulf Coast near Lake Charles, Louisiana. The import terminal has approximately 9.0 Bcf of above ground LNG storage capacity and the regasification facility has a send out capacity of 1.8 Bcf/d. 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. The project would utilize existing dock and storage facilities owned by Lake Charles LNG located on the Lake Charles site. Lake Charles LNG Export entered into a prior development agreement with Shell in March 2019; however, Shell withdrew from the project in March 2020 due to adverse market factors affecting Shell’s business following the onset of the COVID-19 pandemic. The project will benefit from the infrastructure related to the existing regasification facility at the same site, including four LNG storage tanks, two deep water docks and other assets. The construction of the liquefaction facility has been approved by FERC. In addition, Lake Charles LNG Export received its wetlands permits from the United States Army Corps of Engineers (“USACE”) to perform wetlands mitigation work and to perform modification and dredging work for the temporary and permanent dock facilities at the Lake Charles LNG facilities.
The export of LNG produced by any liquefaction facility in the United States requires export authorization from the DOE. The NGA requires the DOE to approve applications for LNG exports unless such approval would be “inconsistent with the public interest.” In March 2013, Lake Charles LNG Export obtained a DOE authorization to export LNG to countries with which the United States has or will have Free Trade Agreements (“FTA”) for trade in natural gas (the “FTA Authorization”). In July 2016, Lake Charles LNG Export also obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas (the “Non-FTA Authorization”) subject to commencement of exports no later than December 2020. Lake Charles LNG Export applied for an extension of the deadline to commence exports under the Non-FTA Authorization to December 2025 and the DOE approved such extension request in October 2020. Lake Charles LNG Export applied for a second extension of the deadline to commence exports and in April 2023 the DOE denied this request in connection with a new DOE policy related to extension requests. In light of this new policy, in August 2023, Lake Charles LNG Export applied for a new Non-FTA Authorization which, if approved, would provide for a new deadline to commence exports to Non-FTA countries, which deadline would be seven years from the date of such approval. In January 2024, the Biden Administration announced a moratorium on the approval of LNG export authorizations by the DOE and instructed the DOE to conduct studies related to the cumulative impact of LNG exports on domestic natural gas prices, climate change and other matters. The Biden Administration stated that these studies were necessary to enable the DOE to make determinations related to the statutory “public interest” standard. The DOE stated that these studies would take several months to complete, after which they would be made available for public comment. This process was not completed prior to the U.S. Presidential election in November 2024. On July 1, 2024, the federal court for the Western District of Louisiana ordered that the DOE was enjoined and restrained from halting or pausing the approval process for pending and future applications for LNG exports to non-FTA countries. On December 17, 2024, the DOE released an updated study of U.S. LNG exports with a 60-day comment period that was later extended to March 20, 2025. On January 20, 2025, President Trump issued the Unleashing American Energy executive order directing the DOE Secretary to restart reviews of applications for approvals of LNG export projects as expeditiously as possible, consistent with applicable law. The executive order stated that in assessing the “public interest” to be advanced by any particular application, the DOE Secretary shall consider the economic and employment impacts to the United States and the impact to the security of allies and partners that would result from granting the application. On January 21, 2025, the DOE announced that it was ending the moratorium imposed by the Biden Administration on the approvals of LNG export authorizations by the DOE and returning to regular order following direction given by President Trump in the Unleashing American Energy executive order. At this time, it is unclear what actions the Trump Administration may take, if any at all, with respect to the DOE study.
During 2022, Lake Charles LNG Export executed six LNG offtake agreements, for an aggregate of nearly 8 million tonnes per annum, including a 20-year LNG agreement with Shell NA LNG LLC. During 2024, Lake Charles LNG Export executed two additional 20-year LNG offtake agreements, including an LNG agreement with Chevron for 2.0 million tonnes per annum. The agreements allow either party to terminate the agreement if Lake Charles LNG Export has not satisfied specified conditions by a specified date. One of those conditions relates to Lake Charles LNG Export making a “final investment decision” to proceed with the construction of the liquefaction facility. To date, none of the agreements have been terminated. We are currently in discussions with several parties for potential long-term LNG offtake and potential equity investments in the project.
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 | 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.
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. This system also includes three natural gas processing plants (La Grange, Alamo and Brookeland) with an aggregate capacity of 510 MMcf/d. These plants process the rich gas that flows through our gathering system to produce residue gas and NGLs. Residue gas is delivered into our intrastate pipelines and NGLs are delivered into our NGL pipelines.
Our treating facilities remove carbon dioxide and hydrogen sulfide from natural gas gathered into our system before the natural gas is introduced to transportation pipelines to ensure that the gas meets pipeline quality specifications.
The assets in our Eagle Ford System consist of 30-inch and 42-inch natural gas gathering pipelines originating in Dimmitt County, Texas, and extending to both our King Ranch gas plant in Kleberg County, Texas and Jackson plant in Jackson County, Texas. These assets also include four processing plants (Chisholm, Kenedy, Jackson and King Ranch) with an aggregate capacity of 2.0 Bcf/d. Our Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to our intrastate transportation pipeline systems for deliveries of residue gas and are also connected with our NGL pipelines.
Ark-La-Tex:
Our Ark-La-Tex assets are comprised of several gathering systems in the Haynesville Shale with access to multiple markets through interconnects with several pipelines, including our Tiger and Gulf Run pipelines. 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. These assets also include cryogenic natural gas processing facilities, a refrigeration plant, a conditioning plant, amine treating plants, a residue gas pipeline that provides market access for natural gas from our processing plants, including connections with pipelines that provide access to the Perryville Hub and other markets in the Gulf Coast region, and an NGL pipeline that connects to a third-party that provides access to the Mont Belvieu market for NGLs produced from our processing plants. Collectively, the six natural gas processing facilities (Dubach, Lincoln, Rosewood, Mt. Olive, Sligo and Waskom) have an aggregate capacity of 0.9 Bcf/d.
Through the gathering and processing systems described above and their interconnections with our intrastate transportation pipelines, we offer producers wellhead-to-market services, including natural gas gathering, compression, processing, treating and transportation.
North Central Texas:
The North Central Texas System is an integrated system located in four counties in North Central Texas that gathers, compresses, treats, processes and transports natural gas from the Barnett and Woodford shales. 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.
Permian Basin:
The Permian Basin Gathering System offers wellhead-to-market services to producers in 11 counties in West Texas and two counties in New Mexico which surround the Waha Hub, one of Texas’s developing NGL-rich natural gas market areas. As a result of the proximity of our system to the Waha Hub, the Waha Gathering System has a variety of market outlets for the natural gas that we gather and process, including several major interstate and intrastate pipelines serving California, the Midcontinent and Texas natural gas markets. The NGL market outlets includes our NGL pipeline system. 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. 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. We operate the plant and related facilities on behalf of the joint venture. We also own a 50% equity interest in Crestwood Permian Basin LLC, a joint venture which owns the Nautilus natural gas gathering system in West Texas. We operate the gathering system on behalf of the joint venture.
Midcontinent:
The Midcontinent Systems are located in three large natural gas producing regions in the United States: the Hugoton Basin in southwest Kansas, the Anadarko Basin in the Texas Panhandle and Oklahoma, including the STACK and SCOOP plays, and the Arkoma Basin in eastern Oklahoma and Arkansas. These mature basins have continued to provide generally long- lived, predictable production volumes. Our Midcontinent assets are extensive systems that gather, compress and dehydrate low-pressure gas. 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. Wellhead pressures are therefore adequate to allow for flow of natural gas into the gathering lines without the cost of wellhead compression.
We own the Hugoton Gathering System that has 1,900 miles of pipeline extending across parts of southwest Kansas and northwest Oklahoma. This system is operated by a third-party.
We own a 50% membership interest in Atoka Midstream LLC, which owns a natural gas gathering system in Oklahoma.
Williston Basin:
We own and operate the Arrow and Rough Rider systems which include natural gas gathering systems and processing facilities (Bear Den and Wild Basin). These processing facilities have an aggregate capacity of 400 MMcf/d. The Arrow and Rough Rider systems are in the core of the Bakken Shale primarily in McKenzie and Dunn Counties, North Dakota, with the Arrow system primarily located on the Fort Berthold Indian Reservation.
Powder River Basin:
We own and operate the Jackalope rich natural gas gathering system, the Continental Express high-pressure pipeline and the Bucking Horse gas processing facility in Converse County, Wyoming. The Bucking Horse gas processing facility has an aggregate processing capacity of 345 MMcf/d.
Eastern:
The Eastern region assets are located in eleven counties in Pennsylvania, four counties in Ohio and three counties in West Virginia, which gather natural gas from the Marcellus and Utica shales. Our Eastern region assets include more than 600 miles of natural gas gathering pipelines, natural gas trunklines and fresh-water pipelines, nine gathering and processing systems and the 200 MMcf/d Revolution processing plant, which feeds into our Mariner East and Rover pipeline systems.
We own a 75% membership interest in ORS. 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.
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 |
| 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. 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.
(2)Additionally, the ET Geismar Olefins off-gas processing facility has inlet volume capacity of 54 MMcf/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 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 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. 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. The storage facility has access to multiple NGL and refined products pipelines, the Houston Ship Channel trading hub, numerous chemical plants, refineries and fractionators.
The fractionation facility includes eight fractionators, which process NGLs delivered from several sources, including our Gulf Coast NGL Express, West Texas Gateway and Justice pipelines.
Our Spindletop storage facilities, located in Beaumont, Texas, have 8 MMBbls of salt dome capacity.
The Crestwood assets, acquired in 2023, include 11 LPG terminals which offer 10 MMBbls of storage capacity located in Pennsylvania, South Carolina, Mississippi, Michigan, New York and Indiana, with receipts and deliveries that are supported by both rail cars and third-party pipelines.
Other Crestwood assets include a fleet of rail and rolling stock with approximately 1.6 MMBbls/d of NGL pipeline, terminal and transportation capacity, which also includes rail-to-truck terminals located in Michigan, Indiana, Ohio, New Hampshire, Pennsylvania, New Jersey, New York, Rhode Island, North Carolina, South Carolina and Mississippi.
ET Geismar Olefins consists of a refinery off-gas processing unit and an o-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana. The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components. The o-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately 100 miles of pipeline to the Chalmette processing plant, which has a processing capacity of 54 MMcf/d.
The Hattiesburg storage facility is an integrated liquids storage facility with approximately 5 MMBbls of salt dome capacity, providing 100% fee-based cash flows.
The Cedar Bayou storage facility is an integrated liquids storage facility with approximately 1.6 MMBbls of tank storage, generating revenues from fixed fee storage contracts, throughput fees and revenue from blending butane into refined gasoline.
The Nederland Terminal, in addition to crude oil activities, also provides approximately 3.1 MMBbls of storage and distribution services for NGLs delivered from our Mont Belvieu NGL Complex via our Mont Belvieu to Nederland Pipeline System, where such products can be exported via ship. 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. It also includes a 180 MBbls/d ethane refrigeration facility and a 1.2 MMBbls storage facility at our Nederland Terminal. Energy Transfer owns a 58.1% interest in the joint venture.
The Marcus Hook Terminal includes fractionation, terminalling and storage assets with a capacity of approximately 2 MMBbls of NGL storage capacity in underground caverns, 4 MMBbls of above-ground NGL refrigerated storage and related commercial agreements. The terminal has a total active refined products storage capacity of approximately 1 MMBbls. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. In addition to providing NGL storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Terminal serves as an offtake outlet for our Mariner East Pipeline System.
The Marcus Hook Terminal also has a tank farm with total refined products storage capacity of approximately 2 MMBbls. The terminal receives and delivers refined products via pipeline and primarily provides terminalling services to support movements on our refined products pipelines.
The Inkster Terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 860 MBbls of NGLs. We use the Inkster Terminal’s storage in connection with the Toledo North pipeline system and for the storage of NGLs from local producers and a refinery in western Ohio. 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.
The J.C. 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. Each facility typically consists of multiple storage tanks and is equipped with automated truck loading equipment that is operational 24 hours a day.
The Eagle Point Terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately 7 MMBbls and provides customers with access to the facility via ship, barge, rail and pipeline. The terminal can deliver via ship, barge, rail, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
The J.C. 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.
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 |
| Price River Terminal | 55% | — | 200 |
|---|---|---|---|
| Colt Hub | 100% | 20 | 1,200 |
(1)A joint venture between Energy Transfer and Sunoco LP formed in 2024. Energy transfer holds a 67.5% interest in ET-S Permian, with Sunoco LP holding the remaining 32.5% interest.
(2)The White Cliffs Pipeline consists of two parallel, 12-inch common carrier pipelines: one crude oil pipeline and one NGL pipeline.
Our crude oil operations consist of an integrated set of pipeline, terminalling, trucking and acquisition and marketing assets that service the movement of crude oil from producers to end-user markets. 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. Our crude oil pipelines provide access to several trading hubs, including the largest trading hub for crude oil in the United States located in Cushing, Oklahoma, and other trading hubs located in Midland, Colorado City and Longview, Texas. Our crude oil pipelines also deliver to and connect with other pipelines that deliver crude oil to a number of refineries.
Bakken Pipeline. The Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a 1,915-mile pipeline that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to Gulf Coast connections including our crude terminal in Nederland, Texas. The Bakken Pipeline has a capacity of up to 750 MBbls/d. The pipeline transports light, sweet crude oil from North Dakota to major refining markets in the Midwest and Gulf Coast regions.
The Dakota Access Pipeline consists of approximately 1,170 miles of 12, 20, 24 and 30-inch diameter pipeline traversing North Dakota, South Dakota, Iowa and Illinois. Crude oil transported on the Dakota Access Pipeline originates at six terminal locations in the North Dakota counties of Mountrail, Williams and McKenzie. The pipeline delivers the crude oil to a hub outside of Patoka, Illinois where it can be delivered to the Energy Transfer Crude Oil Pipeline for delivery to the Gulf Coast or can be transported via other pipelines to refining markets throughout the Midwest.
The Energy Transfer Crude Oil Pipeline consists of approximately 745 miles of mostly 30-inch diameter pipeline from Patoka, Illinois to Nederland, Texas, where the crude oil can be refined or further transported to additional refining markets.
Bayou Bridge Pipeline. The Bayou Bridge Pipeline is a joint venture between Energy Transfer and a subsidiary of Phillips 66, in which we have a 60% ownership interest and serve as the operator of the pipeline. The Bayou Bridge Pipeline consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, and a 24-inch pipeline from Lake Charles, Louisiana to St. James, Louisiana. Bayou Bridge Pipeline has a capacity of approximately 480 MBbls/d of light and heavy crude oil from different sources to the St. James crude oil hub, which is home to important refineries located in the Gulf Coast region.
West Texas Gulf Pipeline. West Texas Gulf Pipeline is a 26-inch and 20-inch pipeline system that transports barrels from Colorado City, Texas to Longview, Texas for delivery onto Mid Valley Pipeline and additional delivery points along the Gulf Coast via joint tariff.
Permian Express Pipelines. The Permian Express pipelines are part of the PEP joint venture and include the Permian Express 1, Permian Express 2, Permian Express 3, Permian Express 4, Permian Longview and Louisiana Access, Longview to Louisiana and Nederland Access pipelines. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, with origins in multiple locations in West Texas.
ET-S Permian. ET-S Permian includes over 5,000 miles of crude oil and water gathering pipelines in the Permian Basin. It also has total crude oil storage capacity in excess of 11 million barrels in two terminals in Midland, Texas (described below), one terminal in Colorado City, Texas and several other storage facilities throughout the Permian Basin.
White Cliffs Pipeline. White Cliffs Pipeline owns a 12-inch common carrier, crude oil pipeline, with a throughput capacity of 100 MBbls/d, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma.
Maurepas Pipeline. The Maurepas Pipeline consists of three pipelines, with an aggregate throughput capacity of 460 MBbls/d, which service refineries in the Gulf Coast region.
Mid Valley Pipeline. The Mid Valley Pipeline originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
Cushing Pipeline. The Cushing Pipeline consists of two 16-inch crude oil pipelines, providing service from the Permian Basin to Cushing, Oklahoma and to third-party systems in North Texas.
Wink to Webster Pipeline. The Wink to Webster Pipeline is capable of transporting approximately 1,000 MBbl/d from origin points at Wink and Midland in the Permian Basin for delivery to multiple Houston area locations.
Crude Gathering and Water Gathering and Disposal. We own integrated crude oil and water gathering systems across multiple basins in the United States.
Permian Basin: Our Permian Basin gathering assets in West Texas and eastern New Mexico encompass multiple systems in highly active areas of both the Delaware and Midland basins, with the ability to deliver virtually all gathered crude to major market hubs, including Midland, Wink and Crane, as well as our own long-haul pipelines that provide service to the Gulf Coast and Cushing. Our Permian Basin operations also consist of produced water gathering and disposal services in the Delaware Basin.
Williston Basin: Our Williston Basin gathering assets in North Dakota and eastern Montana include several systems built for gathering and transporting crude production from the wellhead to long-haul pipelines, including our Bakken Pipeline. Additionally, we have multiple water gathering systems in the Williston Basin that transport produced water to wholly owned and third-party disposal wells.
Midcontinent: Our Midcontinent gathering assets in Oklahoma and Kansas primarily transport wellhead and truck-delivered volumes to several local refineries as well as to Cushing, Oklahoma. A portion of these operations are conducted through Enable South Central Pipeline, a joint venture with a subsidiary of CVR Energy, Inc., which is operated by us and in which we own a 60% membership interest.
Crude Oil Terminals
Nederland, TX. The Nederland Terminal, located on the Sabine-Neches waterway between Beaumont and Port Arthur, Texas, is a large marine terminal providing storage and distribution services for refiners and other large transporters of crude oil and NGLs. The terminal receives, stores and distributes crude oil, NGLs, feedstocks, petrochemicals and bunker oils (used for fueling ships and other marine vessels). 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 three ship docks are capable of receiving over 2 MMBbls/d of crude oil. In addition to our crude oil pipelines, the terminal can also receive crude oil through a number of other pipelines, including the DOE. The DOE pipelines connect the terminal to the United States Strategic Petroleum Reserve’s West Hackberry caverns at Hackberry, Louisiana and Big Hill caverns near Winnie, Texas, which have an aggregate storage capacity of approximately 395 MMBbls. The terminal also has crude oil rail unloading facilities, including steam availability for heating heavy oils prior to loading.
The Nederland Terminal can deliver crude oil and other petroleum products via pipeline, barge and ship. The terminal has three ship docks and three barge berths that are capable of delivering crude oils for international transport. In total, the terminal is capable of delivering over 2 MMBbls/d of crude oil to our crude oil pipelines or a number of third-party pipelines including the DOE. The Nederland Terminal generates crude oil revenues primarily by providing term or spot storage services and throughput capabilities to a number of customers.
Midland, TX. We have two terminals in Midland, Texas. Midland South includes approximately 1 MMBbls of crude oil storage and a combined 20 lanes of truck loading and unloading; the terminal provides access to the Permian Express pipelines. Midland North offers 2 MMBbls of crude oil storage capacity and additional supply and demand connectivity.
Marcus Hook, PA. The Marcus Hook Terminal can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately 1 MMBbls.
Houston, TX. The Houston Terminal consists of storage tanks located on the Houston Ship Channel with an aggregate storage capacity of 18.2 MMBbls used to store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship. This facility has five deep-water ship docks on the Houston Ship Channel capable of loading and unloading Suezmax cargo vessels, and seven barge docks that can accommodate 23 barges simultaneously, three inbound crude oil pipelines, two outbound crude oil pipelines connecting to three refineries, and numerous rail and truck loading spots.
Cushing, OK. The Cushing Terminal has approximately 9.5 MMBbls of crude oil storage. The storage terminal has inbound connections with the White Cliffs Pipeline from Platteville, Colorado, the Great Salt Plains Pipeline from Cherokee, Oklahoma, the Cimarron Pipeline from Boyer, Kansas and two-way connections with all of the other major storage terminals in Cushing. The Cushing Terminal also includes truck unloading facilities.
Patoka, IL. The Patoka Terminal is a tank farm owned by the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 1.9 MMBbls of crude oil storage.
Price River Terminal. The Price River Terminal is a rail terminal joint venture in Carbon County, Utah, capable of transloading local waxy crude production as well as other bulk materials. The terminal has 200 MBbls of heated storage and more than 60 MBbls/d of rail loading capacity.
Colt Hub. The Colt Hub is located in the heart of the Williston Basin in Williams County, North Dakota. The Colt Hub has approximately 1.2 MMBbls of crude oil storage capacity and 160 MBbls/d of rail loading capacity.
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.
Sunoco LP purchases motor fuel primarily from independent refiners and major oil companies and distributes it throughout the United States, including Hawaii and Puerto Rico, to:
76 company-operated retail stores;
252 independently operated commission agent locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
6,965 retail stores operated by independent operators, which are referred to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
approximately 2,000 other commercial customers, including unbranded retail stores, other fuel distributors, school districts and municipalities and other industrial customers.
Sunoco LP’s fuel distributions operations also include one terminal, lease income from properties that it leases or subleases, retail operations in Hawaii and New Jersey, credit card services and franchise royalties.
Sunoco LP’s pipeline systems operations is comprised of approximately 6,000 miles of refined product pipeline (including the pipeline in the J.C. 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).
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. Transmix processing plants separate this mixture and return it to salable products of gasoline and diesel. Sunoco LP’s refined product terminals provide storage and distribution services used to supply its own retail stations as well as third-party customers. In addition, Sunoco LP provides services at its terminals to various third-party throughput customers.
The following details the assets of USAC:
USAC’s standardized compression unit fleet is powered primarily by the Caterpillar, Inc.’s 3400, 3500 and 3600 engine classes, which range from 400 to 5,000 horsepower per unit. These larger horsepower units, which USAC defines as 400 horsepower per unit or greater, represented 87.2% of its total fleet horsepower as of December 31, 2024. The remainder of its fleet consists of smaller horsepower units ranging from 40 horsepower to 399 horsepower that are primarily used in gas lift applications.
The following table provides a summary of USAC’s compression units by horsepower as of December 31, 2024:
| Unit Horsepower | Fleet Horsepower | Number of Units | Horsepower on Order (1) | Number of Units on Order (1) | Total Horsepower | Number of Units | Percent of Fleet Horsepower | Percent of Units |
|---|---|---|---|---|---|---|---|---|
| Small horsepower | ||||||||
| <400 | 495,258 | 2,908 | — | — | 495,258 | 2,908 | 12.8% | 54.0% |
| Large horsepower | ||||||||
| >400 and <1,000 | 419,980 | 720 | — | — | 419,980 | 720 | 10.8% | 13.4% |
| >1,000 | 2,946,864 | 1,752 | 10,000 | 4 | 2,956,864 | 1,756 | 76.4% | 32.6% |
| Total large horsepower | 3,366,844 | 2,472 | 10,000 | 4 | 3,376,844 | 2,476 | 87.2% | 46.0% |
| Total horsepower | 3,862,102 | 5,380 | 10,000 | 4 | 3,872,102 | 5,384 | 100.0% | 100.0% |
(1)As of December 31, 2024, USAC had no horsepower units on order. Subsequent to December 31, 2024, USAC ordered four large horsepower units, consisting of 10,000 horsepower, for expected delivery during 2025.
All Other
The following details the significant assets in the “All Other” segment.
Compression
We own Dual Drive Technologies, Ltd, which provides compression services to customers engaged in the transportation of natural gas, including our other segments.
Natural Resources Operations
Our Natural Resources operations primarily involve the management and leasing of coal properties and the subsequent collection of royalties. We also earn revenues from other land management activities, such as selling standing timber, leasing fee-based coal-related infrastructure facilities to certain lessees and end-user industrial plants, collecting oil and gas royalties and from coal transportation, or wheelage fees. 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.
Business Strategy
We believe we have engaged, and will continue to engage, in a well-balanced plan for growth through strategic acquisitions, internally generated expansion, measures aimed at increasing the profitability of our existing assets and executing cost control measures where appropriate to manage our operations.
We intend to continue to operate as a diversified, growth-oriented limited partnership. We believe that by pursuing independent operating and growth strategies we will be best positioned to achieve our objectives. We balance our desire for growth with our goal of preserving a strong balance sheet, ample liquidity and investment grade credit metrics.
Following is a summary of the business strategies of our core businesses:
Growth through acquisitions. 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 leverage our existing infrastructure and customer relationships by constructing and expanding systems to meet new or increased demand for midstream and transportation services.
Increase cash flow from fee-based businesses. 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. We intend to increase the profitability of our existing asset base by adding new volumes under long-term producer commitments, undertaking additional initiatives to enhance utilization and reducing costs by improving operations.
Competition
Natural Gas
The business of providing natural gas gathering, compression, treating, transportation, storage and marketing services is highly competitive. Since pipelines are generally the only practical mode of transportation for natural gas over land, the most significant competitors of our transportation and storage segment are other pipelines. Pipelines typically compete with each other based on location, capacity, price and reliability.
We face competition with respect to retaining and obtaining significant natural gas supplies under terms favorable to us for the gathering, treating and marketing portions of our business. Our competitors include major integrated oil and gas companies, interstate and intrastate pipelines and other companies that gather, compress, treat, process, transport and market natural gas. Many of our competitors, such as major oil and gas and pipeline companies, have capital resources and control supplies of natural gas substantially greater than ours.
In marketing natural gas, we have numerous competitors, including marketing affiliates of interstate pipelines, major integrated oil and gas companies, and local and national natural gas gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Local utilities and distributors of natural gas are, in some cases, engaged directly, and through affiliates, in marketing activities that compete with our marketing operations.
NGL
In markets served by our NGL pipelines, we face competition with other pipeline companies, including those affiliated with major oil, petrochemical and natural gas companies, and barge, rail and truck fleet operations. In general, our NGL pipelines compete with these entities in terms of transportation fees, reliability and quality of customer service. We face competition with other storage facilities based on fees charged and the ability to receive and distribute the customer’s products. We compete with a number of NGL fractionators in Texas and Louisiana. Competition for such services is primarily based on the fractionation fee charged.
Crude Oil and Refined Products
In markets served by our crude oil and refined products pipelines, we face competition from other pipelines as well as rail and truck transportation. Generally, pipelines are the safest, lowest cost method for long-haul, overland movement of products and crude oil. Therefore, the most significant competitors for large volume shipments in the areas served by our pipelines are other pipelines. In addition, pipeline operations face competition from rail and trucks that deliver products in a number of areas that our pipeline operations serve. While their costs may not be competitive for longer hauls or large volume shipments, rail and trucks compete effectively for incremental and marginal volume in many areas served by our pipelines.
With respect to competition from other pipelines, the primary competitive factors consist of transportation charges, access to crude oil supply and market demand. Competitive factors in crude oil purchasing and marketing include price and contract flexibility, quantity and quality of services, and accessibility to end markets.
Our refined product terminals compete with other independent terminals with respect to price, versatility and services provided. The competition primarily comes from integrated petroleum companies, refining and marketing companies, independent terminal companies and distribution companies with marketing and trading operations.
Wholesale Fuel Distribution and Retail Marketing
In our wholesale fuel distribution business, we compete primarily with other independent motor fuel distributors. 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. Significant competitive factors include the availability of major brands, customer service, price, range of services offered and quality of service, among others. We rely on our ability to provide value-added and reliable service and to control our operating costs in order to maintain our margins and competitive position.
In our retail business, we face strong competition in the market for the sale of retail gasoline and merchandise. Our competitors include service stations of large integrated oil companies, independent gasoline service stations, convenience stores, fast food stores, supermarkets, drugstores, dollar stores, club stores and other similar retail outlets, some of which are well-recognized national or regional retail systems. 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 compete by pricing gasoline competitively, combining our retail gasoline business with convenience stores that provide a wide variety of products, and using advertising and promotional campaigns.
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. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. 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. In addition to oil and gas producers, the Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrial end-users, municipalities, gas and electric utilities, midstream companies and independent power generators. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance.
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. For FERC regulatory purposes, “transportation” includes natural gas pipeline transmission (forwardhauls and backhauls), storage and other services. FGT, Transwestern, Panhandle, Trunkline, Tiger, Fayetteville Express, Rover, Sea Robin, Midcontinent Express, EGT, MRT, SESH, Stingray, Gulf Run and Southwest Gas transport natural gas in interstate commerce and thus each qualifies as a “natural-gas company” under the NGA subject to the FERC’s regulatory jurisdiction. We also hold certain natural gas storage facilities that are subject to the FERC’s regulatory oversight under the NGA.
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.
Under the NGA, interstate natural gas companies must charge rates that are just and reasonable. In addition, the NGA prohibits natural gas companies from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service.
The maximum rates to be charged by NGA-jurisdictional natural gas companies and their terms and conditions for service are required to be on file with the FERC. Most natural gas companies are authorized to offer discounts from their FERC-approved maximum just and reasonable rates when competition warrants such discounts. 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. Natural gas companies must make offers of rate discounts and negotiated rates on a basis that is not unduly discriminatory. Existing tariff rates may be challenged by complaint or on the FERC’s own motion, and if found unjust and unreasonable in a FERC order, may be altered on a prospective basis from no earlier than the date of such FERC order. The FERC must also approve all rate changes. We cannot guarantee that the FERC will allow us to charge rates that fully recover our costs or continue to pursue its approach of pro-competitive policies.
Pursuant to the FERC’s rules promulgated under the Energy Policy Act of 2005 (the “EPAct of 2005”), it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of electric energy or natural gas or the purchase or sale of transmission or transportation services subject to FERC jurisdiction: (i) to defraud using any device, scheme or artifice; (ii) to make any untrue statement of material fact or omit a material fact; or (iii) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit. The Commodity Futures Trading Commission (“CFTC”) also holds authority to monitor certain segments of the physical and futures energy commodities market pursuant to the Commodity Exchange Act (“CEA”). In addition, the Federal Trade Commission has the authority under the Federal Trade Commission Act of 1914 and the Energy Independence and Security Act of 2007 to regulate wholesale petroleum markets. With regard to our physical purchases and sales of natural gas, NGLs or other energy commodities; our transportation of these energy commodities; and any related hedging activities that we undertake, we are required to observe these anti-market manipulation laws and related regulations enforced by the FERC, the CFTC and/or the Federal Trade Commission. These agencies hold substantial enforcement authority, including the ability to assess or seek civil penalties of up to approximately $1.5 million per day per violation, to order disgorgement of profits and to recommend criminal penalties. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.
Failure to comply with the NGA, the EPAct of 2005, the CEA and the other federal laws and regulations governing our operations and business activities can result in the imposition of administrative, civil and criminal remedies.
Regulation of Intrastate Natural Gas and NGL Pipelines. Intrastate transportation of natural gas and NGLs is largely regulated by the state in which such transportation takes place. To the extent that our intrastate natural gas transportation systems transport natural gas in interstate commerce, the rates and terms and conditions of such services are subject to FERC jurisdiction under Section 311 of the NGPA. The NGPA regulates, among other things, the provision of transportation services by an intrastate natural gas pipeline on behalf of a local distribution company or an interstate natural gas pipeline. The rates and terms and conditions of some transportation and storage services provided on 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 are subject to FERC regulation pursuant to Section 311 of the NGPA. Under Section 311, rates charged for intrastate transportation must be fair and equitable, and amounts collected that are determined to be in excess of fair and equitable rates are subject to refund with interest. The terms and conditions of service set forth in the intrastate facility’s statement of operating conditions are also subject to FERC review and approval. Should the FERC determine not to authorize rates equal to or greater than our currently approved Section 311 rates, our business may be adversely affected. Failure to observe the service limitations applicable to transportation and storage services under Section 311, failure to comply with the rates approved by the FERC for Section 311 service, and failure to comply with the terms and conditions of service established in the pipeline’s FERC-approved statement of operating conditions could result in an alteration of jurisdictional status, and/or the imposition of administrative, civil and criminal remedies.
Our intrastate natural gas operations are also subject to regulation by various agencies in Texas, principally the TRRC. Our intrastate pipeline and storage operations in Texas are also subject to the Texas Utilities Code, as implemented by the TRRC. Generally, the TRRC is vested with authority to ensure that rates, operations and services of gas utilities, including intrastate pipelines, are just and reasonable and not discriminatory. The rates we charge for transportation services are deemed just and reasonable under Texas law unless challenged in a customer or TRRC complaint. We cannot predict whether such a complaint will be filed against us or whether the TRRC will change its regulation of these rates. Failure to comply with the Texas Utilities Code can result in the imposition of administrative, civil and criminal remedies.
Our NGL pipelines and operations are subject to state statutes and regulations which could impose additional environmental, safety and operational requirements relating to the design, siting, installation, testing, construction, operation, replacement and management of NGL transportation systems. In some jurisdictions, state public utility commission oversight may include the possibility of fines, penalties and delays in construction related to these regulations. In addition, the rates, terms and conditions of service for shipments of NGLs on our pipelines are subject to regulation by the FERC under the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992 (the “EPAct of 1992”) if the NGLs are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. 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. The price at which we buy and sell natural gas currently is not subject to federal regulation and, for the most part, is not subject to state regulation. The price at which we sell NGLs is not subject to federal or state regulation.
To the extent that we enter into transportation contracts with natural gas pipelines that are subject to FERC regulation, we are subject to FERC requirements related to the use of such capacity. Any failure on our part to comply with the FERC’s regulations and policies, or with an interstate pipeline’s tariff, could result in the imposition of civil and criminal penalties.
Our sales of natural gas are affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation. The FERC frequently proposes and implements new rules and regulations affecting those segments of the natural gas industry. These initiatives also may affect the intrastate transportation of natural gas under certain circumstances. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry and these initiatives generally reflect more light-handed regulation. We cannot predict the ultimate impact of these regulatory changes to our natural gas marketing operations, and we note that some of the FERC’s regulatory changes may adversely affect the availability and reliability of interruptible transportation service on interstate pipelines. We do not believe that we will be affected by any such FERC action in a manner that is materially different from other natural gas marketers with whom we compete.
Regulation of Gathering Pipelines. Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC under the NGA. 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. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services has been the subject of substantial litigation and varying interpretations, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by the FERC, the courts and Congress. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation.
In Texas, our gathering facilities are subject to regulation by the TRRC under the Texas Utilities Code in the same manner as described above for our intrastate pipeline facilities. Louisiana’s Pipeline Operations Section of the Department of Natural Resources’ Office of Conservation is generally responsible for regulating intrastate pipelines and gathering facilities in Louisiana and has authority to review and authorize natural gas transportation transactions and the construction, acquisition, abandonment and interconnection of physical facilities.
Historically, apart from pipeline safety, Louisiana has not acted to exercise this jurisdiction respecting gathering facilities. In Louisiana, our Chalkley System is regulated as an intrastate transporter, and the Louisiana Office of Conservation has determined that our Whiskey Bay System is a gathering system.
We are subject to state ratable take and common purchaser statutes in all of the states in which we operate. The ratable take statutes generally require gatherers to take, without undue discrimination, natural gas production that may be tendered to the gatherer for handling. Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. These statutes have the effect of restricting the right of an owner of gathering facilities to decide with whom it contracts to purchase or transport natural gas.
Natural gas gathering may receive greater regulatory scrutiny at both the state and federal levels. For example, the TRRC has approved changes to its regulations governing transportation and gathering services performed by intrastate pipelines and gatherers, which prohibit such entities from unduly discriminating in favor of their affiliates. 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. Our gathering operations could be adversely affected should they be subject in the future to the application of additional or different state or federal regulation of rates and services. Our gathering operations also may be or become subject to safety and operational regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.
Regulation of Interstate Crude Oil, NGL and Products Pipelines. Interstate common carrier pipeline operations are subject to rate regulation by the FERC under the ICA, the EPAct of 1992, and related rules and orders. The ICA requires that tariff rates for petroleum pipelines be “just and reasonable” and not unduly discriminatory and that such rates and terms and conditions of service be filed with the FERC. 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. If the FERC finds that the new or changed rate is unlawful, it may require the carrier to pay refunds for the period that the rate was in effect. The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively. Upon an appropriate showing, a shipper may obtain reparations for damages sustained for a period of up to two years prior to the filing of a complaint.
The FERC generally has not investigated interstate rates on its own initiative when those rates, like those we charge, have not been the subject of a protest or a complaint by a shipper. However, the FERC could investigate our rates at the urging of a third-party if the third-party is either a current shipper or has a substantial economic interest in the tariff rate level. Although no assurance can be given that the tariff rates charged by us ultimately will be upheld if challenged, management believes that the tariff rates now in effect for our pipelines are within the maximum rates allowed under current FERC policies and precedents.
For many locations served by our product and crude pipelines, we are able to establish negotiated rates. Otherwise, we are permitted to charge cost-based rates, or in many cases, grandfathered rates based on historical charges or settlements with our customers. To the extent we rely on cost-of-service ratemaking to establish or support our rates, the issue of the proper allowance for federal and state income taxes could arise. In July 2016, the United States Court of Appeals for the District of Columbia Circuit issued an opinion in United Airlines, Inc., et al. v. FERC, finding that the FERC had failed to demonstrate that permitting an interstate petroleum products pipeline organized as a master limited partnership, or MLP, to include an income tax allowance in the cost of service underlying its rates, in addition to the discounted cash flow return on equity, would not result in the pipeline partnership owners double recovering their income taxes. The court vacated the FERC’s order and remanded to the FERC to consider mechanisms for demonstrating that there is no double recovery as a result of the income tax allowance.
In March 2018, the FERC issued a Revised Policy Statement on Treatment of Income Taxes in which the FERC found that an impermissible double recovery results from granting an MLP pipeline both an income tax allowance and a return on equity pursuant to the FERC’s discounted cash flow methodology. The FERC revised its previous policy, stating that it would no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC stated it will address the application of the United Airlines decision to non-MLP partnership forms as those issues arise in subsequent proceedings. In July 2018, the FERC dismissed requests for rehearing and clarification of the March 2018 Revised Policy Statement, but provided further guidance, clarifying that a pass-through entity will not be precluded in a future proceeding from arguing and providing evidentiary support that it is entitled to an income tax allowance and demonstrating that its recovery of an income tax allowance does not result in a double recovery of investors’ income tax costs. On July 31, 2020, the United States Court of Appeals for the District of Columbia Circuit issued an opinion upholding FERC’s March 2018 Revised Policy Statement, as clarified and revised on rehearing. In light of the rehearing order’s clarification regarding individual entities’ ability to argue in support of recovery of an income tax allowance and the court’s subsequent opinion upholding denial of an income tax allowance to a master limited partnership, the impacts the FERC’s policy on the treatment of income taxes may have on the rates an interstate pipeline held in a tax-pass-through entity can charge for the FERC regulated transportation services are unknown at this time. Please see “Item 1A. Risk Factors - Regulatory Matters.”
Effective January 2018, the 2017 Tax Cuts and Jobs Act changed several provisions of the federal tax code, including a reduction in the maximum corporate tax rate. With the lower tax rate, and as discussed immediately above, the maximum tariff rates allowed by the FERC under its rate base methodology may be impacted by a lower income tax allowance component. Many of our interstate pipelines, such as Tiger, Midcontinent Express and Fayetteville Express, have negotiated market rates that were agreed to by customers in connection with long-term contracts entered into to support the construction of the pipelines, and the rate base methodology does not apply directly to these contracts. 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. As such, the timing and impact to these systems of any tax-related policy change is unknown at this time and varies based on the circumstances of each pipeline.
The EPAct of 1992 required the FERC to establish a simplified and generally applicable methodology to adjust tariff rates for inflation for interstate petroleum pipelines. As a result, the FERC adopted an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPI-FG. The FERC’s indexing methodology is subject to review every five years.
In December 2020, FERC issued an order setting the indexed rate at PPI-FG plus 0.78% during the five-year period commencing July 1, 2021 and ending June 30, 2026. The FERC received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index. Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, FERC-regulated liquids pipelines charging indexed rates are permitted to adjust their indexed ceilings annually by PPI-FG minus 0.21%. FERC directed liquids pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022, as well as the ceiling levels for the period July 1, 2022 through June 30, 2023, based on the new index level. Where an oil pipeline’s filed rates exceed its ceiling levels, FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Some parties sought rehearing of the January 20 order with FERC, which was denied by FERC on May 6, 2022. Certain parties appealed the January 20 and May 6 orders. On July 26, 2024, the D.C. Circuit ruled in LEPA v. FERC that FERC violated the Administrative Procedure Act because the January 20 order modified the index without following notice and comment. As a result, the D.C. 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. On October 17, 2024, FERC issued a Supplemental Notice of Proposed Rulemaking (“Supplemental NOPR”) that proposes a reduction to the currently effective index by one percent. The Supplemental NOPR, which remains pending before FERC, could result in the reimplementation through a notice-and-comment rulemaking of the same rulings that were vacated by the D.C. Circuit in LEPA v. FERC. The indexing methodology is applicable to existing rates, including grandfathered rates, with the exclusion of market-based rates. A pipeline is not required to raise its rates up to the index ceiling, but it is permitted to do so and rate increases made under the index are presumed to be just and reasonable unless a protesting party can demonstrate that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs. Under the indexing rate methodology, in any year in which the index is negative, pipelines must file to lower their rates if those rates would otherwise be above the rate ceiling.
In November 2017, the FERC responded to a petition for declaratory order and issued an order that may have significant impacts on the way a marketer of crude oil or petroleum products that is affiliated with an interstate pipeline can price its services if those services include transportation on an affiliate’s interstate pipeline. In particular, the FERC’s November 2017 order prohibits buy/sell arrangements by a marketing affiliate if: (i) the transportation differential applicable to its affiliate’s interstate pipeline transportation service is at a discount to the affiliated pipeline’s filed rate for that service; and (ii) the pipeline affiliate subsidizes the loss. Several parties have requested that the FERC clarify its November 2017 order or, in the alternative, grant rehearing of the November 2017 order. On December 15, 2022, the FERC provided further clarification of its November 2017 order but denied requests for rehearing.
Finally, on December 15, 2022, the FERC issued a Proposed Policy Statement on Oil Pipeline Affiliate Committed Service, which addresses whether a contract for committed transportation service complies with the Interstate Commerce Act where the only shipper to obtain the committed service is an affiliate of the regulated entity. If adopted, the proposed policy statement would create a rebuttable presumption that affiliate contracts are unduly discriminatory and not just and reasonable in certain circumstances and require a pipeline to produce additional evidentiary support for affiliate contracts rates and terms. This follows a trend of increased scrutiny by FERC on affiliated contracts across all industries regulated by the FERC. Initial comments on the proposed policy statement were due on February 13, 2023. The FERC has taken no further action on the proposed policy statement since that time.
Regulation of Intrastate Crude Oil, NGL and Products Pipelines. Some of our crude oil, NGL and products pipelines are subject to regulation by the TRRC, the Pennsylvania Public Utility Commission and the Oklahoma Corporation Commission. The operations of our joint venture interests are also subject to regulation in the states in which they operate. The applicable state statutes require that pipeline rates be nondiscriminatory and provide no more than a fair return on the aggregate value of the pipeline property used to render services. State commissions generally have not initiated an investigation of rates or practices of petroleum pipelines in the absence of shipper complaints. Complaints to state agencies have been infrequent and are usually resolved informally. Although management cannot be certain that our intrastate rates ultimately would be upheld if challenged, we believe that, given this history, the tariffs now in effect are not likely to be challenged or, if challenged, are not likely to be ordered to be reduced.
In addition, as noted above, the rates, terms and conditions for shipments of crude oil, NGLs or products on our pipelines could be subject to regulation by the FERC under the ICA and the EPAct of 1992 if the crude oil, NGLs or products are transported in interstate or foreign commerce whether by our pipelines or other means of transportation. 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. The design, construction, operation, maintenance and expansion of our liquefaction facilities and the import or export of LNG are highly regulated activities subject to the jurisdiction of the FERC pursuant to the NGA. In contrast to pipeline regulation, the FERC does not require LNG terminal owners to provide open-access services at cost-based or regulated rates.
In order to site, construct and operate our LNG terminal, we received and are required to maintain authorizations from the FERC under Section 3 of the NGA as well as other material governmental and regulatory approvals and permits. 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. For example, nothing in the EPAct amendments to the NGA were intended to affect otherwise applicable law related to any other federal agency’s authorities or responsibilities related to LNG terminals or those of a state acting under federal law.
Several other material governmental and regulatory approvals and permits are required throughout the life of our LNG terminal. Our FERC authorizations require us to comply with certain ongoing conditions and reporting obligations and to maintain other regulatory agency approvals throughout the life of our facilities. For example, throughout the life of our LNG terminal, we are subject to regular reporting requirements to the FERC, PHMSA, and applicable federal and state regulatory agencies regarding the operation and maintenance of our facilities. To date, we have been able to obtain and maintain required approvals as needed, and the need for these approvals and reporting obligations have not materially affected our construction or operations.
The export of LNG produced by any liquefaction facility in the United States requires export authorization from the DOE. The NGA requires the DOE to approve applications for LNG exports unless such approval would be “inconsistent with the public interest.” In March 2013, Lake Charles LNG Export obtained a DOE authorization to export LNG to countries with which the United States has or will have FTA Authorization. FTA countries currently recognized by the DOE for exports of LNG include Australia, Bahrain, Canada, Chile, Colombia, Dominican Republic, El Salvador, Guatemala, Honduras, Jordan, Mexico, Morocco, Nicaragua, Oman, Panama, Peru, Republic of Korea and Singapore. In July 2016, Lake Charles LNG Export also obtained a conditional DOE authorization to export LNG to countries that do not have an FTA for trade in natural gas subject to commencement of exports no later than December 2020. Lake Charles LNG Export applied for an extension of the deadline to commence exports under the Non-FTA Authorization to December 2025 and the DOE approved such extension request in October 2020. Lake Charles LNG Export applied for a second extension of the deadline to commence exports and in April 2023 the DOE denied this request in connection with a new DOE policy related to extension requests. In light of this new policy, in August 2023, Lake Charles LNG Export applied for a new Non-FTA Authorization which, if approved, would provide for a new deadline to commence exports to Non-FTA countries, which deadline would be seven years from the date of such approval. In January 2024, the Biden Administration announced a moratorium on the approval of LNG export authorizations by the DOE and instructed the DOE to conduct studies related to the cumulative impact of LNG exports on domestic natural gas prices, climate change and other matters. The Biden Administration stated that these studies were necessary to enable the DOE to make determinations related to the statutory “public interest” standard. The DOE stated that these studies would take several months to complete, after which they would be made available for public comment. This process was not completed prior to the U.S. Presidential election in November 2024. On July 1, 2024, the federal court for the Western District of Louisiana ordered that the DOE was enjoined and restrained from halting or pausing the approval process for pending and future applications for LNG exports to non-FTA countries. On December 17, 2024, the DOE released an updated study of U.S. LNG exports with a 60-day comment period that was later extended to March 20, 2025. On January 20, 2025, President Trump issued the Unleashing American Energy executive order directing the DOE Secretary to restart reviews of applications for approvals of LNG export projects as expeditiously as possible, consistent with applicable law. The executive order stated that in assessing the “public interest” to be advanced by any particular application, the DOE Secretary shall consider the economic and employment impacts to the United States and the impact to the security of allies and partners that would result from granting the application. On January 21, 2025, the DOE announced that it was ending the moratorium imposed by the Biden Administration on the approvals of LNG export authorizations by the DOE and returning to regular order following direction given by President Trump in the Unleashing American Energy executive order. At this time, it is unclear what actions the Trump Administration may take, if any at all, with respect to the DOE study.
Regulation of Pipeline Safety. Our pipeline operations are subject to regulation by the DOT, through PHMSA, pursuant to the Natural Gas Pipeline Safety Act of 1968, as amended (“NGPSA”), with respect to natural gas and the Hazardous Liquids Pipeline Safety Act of 1979, as amended (“HLPSA”), with respect to crude oil, NGLs and condensates. The NGPSA and HLPSA, as amended, govern the design, installation, testing, construction, operation, replacement and management of natural gas as well as crude oil, NGL and condensate pipeline facilities. Pursuant to these acts, PHMSA has promulgated regulations governing pipeline wall thickness, design pressures, maximum operating pressures, pipeline patrols and leak surveys, minimum depth requirements, and emergency procedures, as well as other matters intended to ensure adequate protection for the public and to prevent accidents and failures. Additionally, PHMSA has established a series of rules requiring pipeline operators to develop and implement integrity management programs for certain gas and hazardous liquid pipelines that, in the event of a pipeline leak or rupture, could affect high consequence areas, 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. Failure to comply with the pipeline safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory, remedial or corrective action obligations, the occurrence of delays in permitting or the performance of projects, or the issuance of injunctions limiting or prohibiting some or all of our operations in the affected area.
The HLPSA and NGPSA have been amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”) and the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016. 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. The 2011 Pipeline Safety Act doubled the maximum administrative fines for safety violations from $0.1 million to $0.2 million for a single violation and from $1 million to $2 million for a related series of violations, but provided that these maximum penalty caps do not apply to certain civil enforcement actions. In May 2021, PHMSA issued a final rule increasing those maximum civil penalties to approximately $0.2 million per day, with a maximum of approximately $2 million for a series of violations, to account for inflation. Upon reauthorization of PHMSA, Congress often directs the agency to complete certain rulemakings. For example, in the Consolidated Appropriations Bill for Fiscal Year 2021, Congress reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory actions, including the “Pipeline Safety: Class Location Change Requirements” and the “Pipeline Safety: Safety of Gas Transmission and Gathering Pipelines” proposed rulemaking. To that end, in November 2021, PHMSA issued a final rule significantly expanding reporting and safety requirements of operators of gas gathering pipelines. The rule imposes safety regulations on approximately 400,000 miles of previously unregulated onshore gas gathering lines that, among other things, will impose criteria for inspection and repair of fugitive emissions, extend reporting requirements to all gas gathering operators and apply a set of minimum safety requirements to certain gas gathering pipelines with large diameters and high operating pressures. In May 2023, PHMSA published a proposed rule that would enhance requirements for detecting and repairing leaks on new and existing natural gas distribution, gas transmission and gas gathering pipelines and, separately, in September 2023, published a proposed rule that would enhance the safety requirements for gas distribution pipelines and would require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals, and other safety practices. PHMSA finalized the May 2023 rule in January 2025; however, it is not certain at this time if this May 2023 rule, or the September 2023 rule, will not be repealed, revoked or modified as a result of the change in U.S. presidential administrations.
In addition, states have adopted regulations, similar to existing PHMSA regulations, for intrastate gathering and transmission lines. The states in which we conduct operations typically have developed regulatory programs that parallel the federal regulatory scheme and are applicable to intrastate pipelines. Under such state regulatory programs, states have the authority to conduct pipeline inspections, to investigate accidents and to oversee compliance and enforcement, safety programs and record maintenance and reporting. Congress, PHMSA and individual states may pass or implement additional safety requirements that could result in increased compliance costs for us and other companies in our industry. For example, federal construction, maintenance and inspection standards under the NGPSA that apply to pipelines in relatively populated areas may not apply to gathering lines running through rural regions. However, in October 2019, PHMSA published two further final rules, in addition to the November 2021 rule discussed above, that create or expand reporting, inspection, maintenance, and other pipeline safety obligations, including, among other things, extending pipeline integrity assessments to pipelines in certain locations, including newly-defined “Moderate Consequence Areas” (“MCAs”). Specifically, PHMSA issued a final rule imposing numerous requirements on onshore gas transmission pipelines relating to maximum allowable operating pressure (“MAOP”), reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage found in MCAs, non-High Consequence Area (“HCAs”), and Class 3 and Class 4 areas by 2023, and the consideration of seismicity as a risk factor in integrity management. Establishing MAOP through reliance on historical pipeline design, construction, inspection, testing, and other records requires that such records be traceable, verifiable, and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing (including hydrotesting) or modifying or replacing facilities to meet the demands of such pressures, could significantly increase our costs. Failure to locate such records or verify maximum pressures could result in reductions of allowable operating pressures, which would reduce available capacity on our pipelines. PHMSA’s second final rule, published in October 2019, applicable to hazardous liquid transmission and gathering pipelines, significantly extended and expanded the reach of certain integrity management requirements, use of in-line inspection tools by 2039 (unless the pipeline cannot be modified to permit such use), increased annual, accident, and safety-related conditional reporting requirements, and expanded use of leak detection systems beyond HCAs. The integrity-related requirements and other provisions of the 2011 Pipeline Safety Act, the 2016 Pipeline Safety Act, and the PIPES Act of 2020, as well as any implementation of PHMSA rules thereunder, could require us to pursue additional capital projects or conduct integrity or maintenance programs on an accelerated basis and incur increased operating costs that could have a material adverse effect on our results of operations and financial condition.
In another example of how future legal requirements could result in increased compliance costs, notwithstanding the applicability of the federal OSHA’s Process Safety Management (“PSM”) regulations and the EPA’s Risk Management Planning (“RMP”) requirements at regulated facilities, PHMSA and one or more state regulators, including the TRRC, have in recent years, expanded the scope of their regulatory inspections to include certain in-plant equipment and pipelines found within NGL fractionation facilities and associated storage facilities, in order to assess compliance of such equipment and pipelines with hazardous liquid pipeline safety requirements. 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, 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.
Environmental Matters
General. 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. Similar or more stringent laws also exist in Canada. Noncompliance with such laws and regulations, or incidents resulting in environmental releases, could cause us to incur substantial costs, penalties, fines and criminal sanctions, third-party claims for personal injury or property damage, capital expenditures to retrofit or upgrade our facilities and programs, or curtailment or cancellation of permits on operations. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of doing business, including our cost of planning, permitting, constructing and operating our plants, pipelines and other facilities. As a result of these laws and regulations, our construction and operation costs include capital, operating and maintenance cost items necessary to maintain or upgrade our equipment and facilities.
We have implemented procedures designed to ensure that governmental environmental approvals for both existing operations and those under construction are updated as circumstances require. Historically, our environmental compliance costs have not had a material adverse effect on our business, results of operations or financial condition; however, there can be no assurance that such costs will not be material in the future. For example, we cannot be certain that identification of presently unidentified conditions, more rigorous enforcement by regulatory agencies, enactment of more stringent environmental laws and regulations or unanticipated events will not arise in the future and give rise to environmental liabilities that could have a material adverse effect on our business, financial condition or results of operations.
Hazardous Substances and Waste Materials. To a large extent, the environmental laws and regulations affecting our operations relate to the release of hazardous substances and waste materials into soils, groundwater and surface water and include measures to prevent, minimize or remediate contamination of the environment. These laws and regulations generally regulate the generation, storage, treatment, transportation and disposal of hazardous substances and waste materials and may require investigatory and remedial actions at sites where such material has been released or disposed. For example, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (“CERCLA”), also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct on certain classes of persons that contributed to a release of a “hazardous substance” into the environment. These persons include the owner and operator of the site where a release occurred and companies that disposed or arranged for the disposal of the hazardous substance that has been released into the environment. Under CERCLA, these persons may be subject to strict, joint and several liability, without regard to fault, for, among other things, the costs of investigating and remediating the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA and comparable state law also authorize the federal EPA, its state counterparts, and, in some instances, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Although “petroleum” as well as natural gas and NGLs are excluded from CERCLA’s definition of a “hazardous substance,” in the course of our ordinary operations we generate wastes that may fall within that definition or that may be subject to other waste disposal laws and regulations. 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 are not currently required to comply with a substantial portion of the RCRA hazardous waste requirements at many of our facilities because the minimal quantities of hazardous wastes generated there make us subject to less stringent non-hazardous management standards. 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. For example, in 2016, the EPA entered into an agreement with several environmental groups to analyze certain Subtitle D criteria regulations pertaining to oil and gas wastes and, if necessary, revise them. In response to the decree, in April 2019, the EPA signed a determination that revision of the regulations is not necessary at this time. It is possible that some wastes generated by us that are currently classified as nonhazardous may in the future be designated as “hazardous wastes,” resulting in the wastes being subject to more rigorous and costly disposal requirements, or that the full complement of RCRA standards could be applied to facilities that generate lesser amounts of hazardous waste. Changes such as these examples 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.
We currently own or lease sites that have been used over the years by prior owners and lessees and by us for various activities related to gathering, processing, storage and transmission of natural gas, NGLs, crude oil and refined products. Waste disposal practices within the oil and gas industry have improved over the years with the passage and implementation of various environmental laws and regulations. Nevertheless, some hydrocarbons and wastes have been disposed of or otherwise released on or under various sites during the operating history of those facilities that are now owned or leased by us. Notwithstanding the possibility that these releases may have occurred during the ownership or operation of these assets by others, these sites may be subject to CERCLA, RCRA and comparable state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators) or contamination (including soil and groundwater contamination) or to prevent the migration of contamination.
As of December 31, 2024 and 2023, accruals of $278 million and $277 million, respectively, were recorded in our consolidated balance sheets as accrued and other current liabilities and other non-current liabilities for estimated environmental liabilities.
The Partnership is subject to extensive and frequently changing federal, tribal, state and local laws and regulations, including those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and composition of fuels. 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 legacy sites that are subject to environmental assessments include formerly owned terminals and other logistics assets, retail sites that are no longer operated by ETC Sunoco, closed and/or sold refineries and other formerly owned sites. We have established a wholly owned captive insurance company for these legacy sites that are no longer operating. The premiums paid to the captive insurance company include estimates for environmental claims that have been incurred but not reported, based on an actuarially determined fully developed claims expense estimate. In such cases, we accrue losses attributable to unasserted claims based on the discounted estimates that are used to develop the premiums paid to the captive insurance company. 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. The accrual for known claims is undiscounted and is based on currently available information, estimated timing of remedial actions and related inflation assumptions, existing technology and presently enacted laws and regulations. It is often extremely difficult to develop reasonable estimates of future site remediation costs due to changing regulations, changing technologies and their associated costs, and changes in the economic environment. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated accruals for environmental remediation activities.
Under various environmental laws, including the RCRA, the Partnership has initiated corrective remedial action at certain of its facilities, formerly owned facilities and at certain third-party sites. At the Partnership’s major manufacturing facilities, we have typically assumed continued industrial use and a containment/remediation strategy focused on eliminating unacceptable risks to human health or the environment. The remediation accruals for these sites reflect that strategy. Accruals include amounts designed to prevent or mitigate off-site migration and to contain the impact on the facility property, as well as to address known, discrete areas requiring remediation within the plants. Remedial activities include, for example, closure of RCRA waste management units, recovery of hydrocarbons, handling of impacted soil, mitigation of surface water impacts and prevention or mitigation of off-site migration. A change in this approach as a result of changing the intended use of a property or a sale to a third-party could result in a comparatively higher cost remediation strategy in the future.
In general, a remediation site or issue is typically evaluated on an individual basis based upon information available for the site or issue and no pooling or statistical analysis is used to evaluate an aggregate risk for a group of similar items (for example, service station sites) in determining the amount of probable loss accrual to be recorded. The estimates of environmental remediation costs also frequently involve evaluation of a range of estimates. In many cases, it is difficult to determine that one point in the range of loss estimates is more likely than any other. In these situations, existing accounting guidance allows us the minimum amount of the range to accrue. Accordingly, the low end of the range often represents the amount of loss which has been recorded. The Partnership’s consolidated balance sheet reflected $278 million in environmental accruals as of December 31, 2024.
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. The recognition of additional losses, if and when they were to occur, would likely extend over many years, but management can provide no assurance that it would be over many years. If changes in environmental laws or regulations occur or the assumptions used to estimate losses at multiple sites are adjusted, such changes could materially and adversely impact multiple facilities, formerly owned facilities and third-party sites at the same time. As a result, from time to time, significant charges against income for environmental remediation may occur. And while management does not believe that any such charges would have a material adverse impact on the Partnership’s consolidated financial position, it can provide no assurance.
Transwestern conducts soil and groundwater remediation at a number of its facilities. 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. Transwestern received FERC approval for rate recovery of projected soil and groundwater remediation costs not related to PCBs effective April 1, 2007. Transwestern, as part of ongoing arrangements with customers, continues to incur costs associated with containing and removing potential PCB contamination. Future costs cannot be reasonably estimated because remediation activities are undertaken as potential claims are made by customers and former customers. Such future costs are not expected to have a material impact on our financial position, results of operations or cash flows, but management can provide no assurance.
Air Emissions. Our operations are subject to the federal Clean Air Act, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our processing plants, and also impose various monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, such as our processing plants and compression facilities, expected to produce air emissions or to result in the increase of existing air emissions, that we obtain and strictly comply with air permits containing various emissions and operational limitations, or that we utilize specific emission control technologies to limit emissions. We will incur capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions. In addition, our processing plants, pipelines and compression facilities are subject to increasingly stringent regulations, including regulations that require the installation of control technology or the implementation of work practices to control hazardous air pollutants. Moreover, the Clean Air Act requires an operating permit for major sources of emissions and this requirement applies to some of our facilities. Historically, our costs for compliance with existing Clean Air Act and comparable state law requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future. The EPA and state agencies are often considering, proposing or finalizing new regulations that could impact our existing operations and the costs and timing of new infrastructure development. For example, in October 2015, the EPA published a final rule under the Clean Air Act, lowering the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone to 70 parts per billion for the 8-hour primary and secondary ozone standards. The EPA completed attainment/non-attainment designations in 2018, and states with moderate or high non-attainment areas must submit state implementation plans to the EPA by October 2021. By law, the EPA must review each NAAQS every five years. In December 2020, the EPA announced that it was retaining without revision the 2015 NAAQS for ozone. However, several groups filed litigation over the December 2020 decision, and the Biden Administration subsequently announced plans to reconsider the December 2020 final action. In August 2023, the EPA announced a new review of the ozone NAAQS to reflect updated ozone science in combination with the reconsideration of the December 2020 decision. The review remains ongoing and is not expected to be completed before the EPA’s five-year cycle for NAAQs review in December 2025. At this time, it is not clear what actions the Trump Administration may take with respect to the review. 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. The Federal Water Pollution Control Act of 1972, as amended, (“Clean Water Act”) and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including hydrocarbon-bearing wastes, into state waters and waters of the United States. Pursuant to the Clean Water Act and similar state laws, a National Pollutant Discharge Elimination System, or state permit, or both, must be obtained to discharge pollutants into federal and state waters. In addition, the Clean Water Act and comparable state laws require that individual permits or coverage under general permits be obtained by subject facilities for discharges of storm water runoff. The Clean Water Act also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. In June 2015, the EPA and the USACE published a final rule attempting to clarify the federal jurisdictional reach over “waters of the United States” (“WOTUS”), but legal challenges to this rule followed. In January 2023, the EPA and the USACE published a final rule that would restore water protections that were in place prior to 2015. However, the January 2023 rule was challenged and is currently enjoined in 27 states. Separately, in May 2023, the U.S. Supreme Court released its opinion in Sackett v. EPA, which used the “continuous surface connection” test to determine whether wetlands qualify as WOTUS. The Sackett decision invalidated certain parts of the January 2023 rule and significantly narrowed its scope, resulting in a revised rule being issued in September 2023; however, the September 2023 rule did not define the term “continuous surface connection.” Due to the injunction, implementation of the rule currently varies by state, and it remains unclear how broadly the agencies will interpret the term “continuous surface connection.” At this time, it is also unclear what actions the Trump Administration may take with respect to any of these regulations and the timing with respect to the same. 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.
Additionally, for over 35 years, the USACE has authorized construction, maintenance, and repair of pipelines under a streamlined Nationwide Permit (“NWP”) program. From time to time, environmental groups have challenged the NWP program, and, in April 2020, the U.S. District Court for the District of Montana determined that NWP 12 failed to comply with consultation requirements under the federal Endangered Species Act. The district court vacated NWP 12 and enjoined the issuance of new authorizations for oil and gas pipeline projects under the permit. In January 2021, the EPA and USACE issued a final rule reissuing and restricting NWP 12 to oil and gas pipelines and creating a new nationwide permit to authorize certain dredge and fill activities associated with utility lines conveying other substances such as brine, potable water, wastewater, and other substances excluding oil, natural gas, products derived from oil or natural gas, and electricity. The Biden Administration was asked to examine the final rule. Additionally, an October 2021 decision by the District Court for the Northern District of California resulted in the vacatur of a 2020 rule revising the Clean Water Act Section 401 certification process, following which, in November 2021, USACE announced that it has temporarily suspended finalization of certain permitting decisions, including under NWP 12, that rely on a Section 401 certification or waiver under the 2020 rule. This vacatur was subsequently stayed by the U.S. Supreme Court in April 2022, and the EPA published a final rule to update and replace the relevant regulations in September 2023. We could face significant delays and financial costs if we must obtain individual permit coverage from USACE for our projects as a result of any future actions.
Spills. Our operations can result in the discharge of regulated substances, including NGLs, crude oil or other products. The Clean Water Act, as amended by the federal Oil Pollution Act of 1990, as amended, (“OPA”), and comparable state laws impose restrictions and strict controls regarding the discharge of regulated substances into state waters or waters of the United States. The Clean Water Act and comparable state laws can impose substantial administrative, civil and criminal penalties for non-compliance including spills and other non-authorized discharges. The OPA subjects owners of covered facilities to strict joint and potentially unlimited liability for removal costs and other consequences of a release of oil, where the release is into navigable waters, along shorelines or in the exclusive economic zone of the United States. Spill prevention control and countermeasure requirements of the Clean Water Act and some state laws require that containment dikes and similar structures be installed to help prevent the impact on navigable waters in the event of a release of oil. PHMSA, the EPA, or various state regulatory agencies, has approved our oil spill emergency response plans that are to be used in the event of a spill incident.
In addition, some states maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Our management believes that compliance with existing permits and compliance with foreseeable new permit requirements will not have a material adverse effect on our results of operations, financial position or expected cash flows.
Endangered Species. The Endangered Species Act, as amended, restricts activities that may affect endangered or threatened species or their habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. 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. Moreover, such designation of previously unprotected species as threatened or endangered in areas where our oil and natural gas exploration and production customers operate could cause our customers to incur increased costs arising from species protection measures and could result in delays or limitations in our customers’ performance of operations, which could reduce demand for our services.
Climate Change. Climate change continues to attract considerable public, governmental and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of greenhouse gases (“GHGs”). These efforts have included consideration of cap-and-trade programs, carbon taxes and GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. In the United States, no comprehensive climate change legislation has been implemented at the federal level to date. However, Canada has implemented a federal carbon pricing regime. On January 26, 2024, President Biden announced a temporary pause on pending decisions on new exports of LNG to countries that the United States does not have free trade agreements with, pending DOE review of the underlying analyses for authorizations. However, upon taking office, President Trump signed an executive order resuming the processing of permit applications for such projects. 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. In addition, the EPA has adopted rules requiring the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, including, among others, onshore processing, transmission, storage and distribution facilities. In October 2015, the EPA amended and expanded the GHG reporting requirements to all segments of the oil and natural gas industry, including gathering and boosting facilities and blowdowns of natural gas transmission pipelines.
Federal agencies also have begun directly regulating GHG emissions, such as methane, from oil and natural gas operations. In June 2016, the EPA published New Source Performance Standards (“NSPS”), known as Subpart OOOOa, that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce these methane gas and volatile organic compound (“VOC”) emissions. These Subpart OOOOa standards expand previously issued NSPS published by the EPA in 2012 and known as Subpart OOOO, by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations. In September 2020, the EPA removed natural gas transmission and storage operations from this sector and rescinded the methane-specific requirements of the rule for production and processing facilities. However, Congress passed, and President Biden signed into law, a revocation of the 2020 rulemaking, effectively reinstating the 2016 standards. 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 the 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 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. The December 2023 rule also establishes a “super-emitter” response program that would allow third parties to make reports to the EPA of large methane emission events, triggering certain investigation and repair requirements. Fines and penalties for violations of these rules could 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. To the extent not timely repealed or modified by the Trump Administration, GHG emission standards, including methane emissions imposed on the oil and gas sector, could result in increased costs to our operations as well as result in delays or curtailment in such operations, which costs, delays or curtailment could adversely affect our business. Several states have also adopted, or are considering adopting, regulations related to GHG emissions, some of which are more stringent than those implemented by the federal government.
At the international level, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France in signing the “Paris Agreement,” a treaty that requires member countries to submit individually-determined, non-binding emission reduction goals every five years beginning in 2020. Although the United States withdrew from the Paris Agreement under the Trump Administration, President Biden recommitted the United States in February 2021, and, in April 2021, announced a new, more rigorous nationally determined emissions reduction level of 50-52% reduction from 2005 levels in economy-wide net GHG emissions by 2030. 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. The full impact of these recent developments is uncertain at this time.
The adoption and implementation of any international, federal or state legislation or regulations that require reporting of GHGs or otherwise restrict emissions of GHGs could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business, financial condition, demand for our services, results of operations, and cash flows. 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. Various investors are becoming increasingly concerned about the potential effects of climate change and may elect in the future to shift some or all of their investments into other sectors. 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. Such efforts could make it more difficult to secure funding for exploration and production or midstream activities and could also increase the cost of obtaining financings and/or negatively affect terms of financings.
Finally, climatic events in the areas in which we operate, whether from climate change or otherwise, can cause disruptions and, in some cases, delays in, or suspension of, our services. These events, including but not limited to drought, winter storms, wildfire, extreme temperatures or flooding, may become more intense or more frequent as a result of climate change and could have an adverse effect on our continued operations. If such effects were to occur, our operations could be adversely affected in various ways, including damages to our facilities or our customers’ facilities from powerful winds or rising waters, or increased costs for, or difficulty obtaining, insurance. Another possible consequence of climate change is increased volatility in seasonal temperatures. The market for our NGLs and natural gas is generally improved by periods of colder weather and impaired by periods of warmer weather, so any changes in climate could affect the market for the fuels that we transport, and thus demand for our services. Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages. As a result, it is difficult to predict how the market for our products could be affected by increased temperature volatility, although if there is an overall trend of warmer temperatures, it would be expected to have an adverse effect on our business.
We recognize the need to decrease emissions and integrate alternative energy sources into our operations, and we actively pursue economically beneficial opportunities to reduce our environmental footprint throughout our operations. Protecting public health and the environment is the primary initiative of our environmental management teams, both in the construction and operation of our assets. These teams have worked to reduce our emissions and minimize our environmental impact. Some examples of our teams’ efforts include:
in our natural gas compression business, the use of our proprietary dual-drive technology, which offers the ability to switch compression drivers between an electric motor and a natural gas engine, allowed us to reduce our emissions of nitrogen oxide, carbon monoxide, CO2 and VOCs;
the installation of approximately 12,000 low-emission pneumatic devices throughout our pipeline systems has allowed us to safely and efficiently adjust and control our operations and reduce methane emissions;
the voluntary installation of thermal oxidizers, which destroy VOCs and convert methane to CO2 (a less carbon-intense GHG), thereby reducing VOC and methane emissions by 98% or more at many of our more than 50 natural gas processing and sweetening plants;
the implementation of an innovative liquids management process throughout much of our natural gas gathering pipeline system has allowed us to minimize flash emissions and methane emissions;
the use of optical gas imaging cameras at our more than 2,200 gas gathering and processing facilities as part of our leak detection and repair program allow us to reduce emissions, improve safety, reduce costs, prevent product loss, and maintain equipment integrity;
the use of in-line inspection tools, or smart pigs, allow us to detect corrosion, cracks or other defects along our pipeline systems thereby protecting the environment and the safety of our communities, employees and landowners; and
the use of other methods, including pipeline blowdown direct injection, liquids pipeline system optimization, crude oil truck unloading and direct injection, all of which help to reduce emissions and the release of methane into the atmosphere across our operations.
Powering our assets through renewable energy sources is an established part of our operations where it is economically viable to do so. We have reduced our carbon footprint by using a diversified mix of energy sources, including solar and wind power to generate electrical power. 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.
In February 2021, we announced the formation of our alternative energy group. This group is tasked with increasing our efforts to support renewable energy projects such as solar and/or wind farms, either as a power purchaser, or in a partnership with third-party developers, when they make economic sense. 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.
While our environmental management initiatives have not materially impacted our capital expenditures or results of operations, we recognize that the non-financial impacts of these initiatives are of interest to our investors and other stakeholders. 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. For additional information on our environmental management initiatives, including our efforts to curb GHG emissions and to integrate alternative energy sources, please see our Corporate Responsibility Report available on our website at http://www.energytransfer.com/corporate-responsibility. Information contained on our website is not part of this report.
Employee Health and Safety. We are subject to the requirements of the federal OSHA and comparable state laws that regulate the protection of the health and safety of workers. In addition, the Occupational Safety and Health Administration’s hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. Historically, our costs for OSHA required activities, including general industry standards, recordkeeping requirements, and monitoring of occupational exposure to regulated substances, have not had a material adverse effect on our results of operations but there is no assurance that such costs will not be material in the future.
Natural Resource Reviews. The National Environmental Policy Act (“NEPA”) provides for an environmental impact assessment process in connection with certain projects that involve federal lands or require approvals by federal agencies. The NEPA process implicates a number of other environmental laws and regulations, including the Endangered Species Act, Migratory Bird Treaty Act, Rivers and Harbors Act, Clean Water Act, Bald and Golden Eagle Protection Act, Fish and Wildlife Coordination Act, Marine Mammal Protection Act and National Historic Preservation Act, often requiring coordination with numerous governmental authorities. The NEPA review process can be lengthy and subjective, resulting in delays in obtaining federal approvals for projects. Our projects that are subject to the NEPA can include pipeline construction and pipeline integrity projects that involve federal lands or require approvals by federal agencies. In July 2020, the Council on Environmental Quality (“CEQ”) issued final revisions to NEPA regulations that seek to conform the scope of direct, indirect, and cumulative impact analyses for proposed projects subject to NEPA with existing case law. 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. Circuit held that the CEQ lacks authority to issue NEPA regulations. Additionally, upon taking office, President Trump signed an energy-related executive order which included ordering the CEQ to propose rescinding its NEPA regulations. As a result, there is currently significant uncertainty with respect to the scope of environmental analysis required under NEPA.
Indigenous Protections. Part of our operations cross land that has historically been apportioned to various Native American/First Nations tribes (“Indigenous Peoples”), who may exercise significant jurisdiction and sovereignty over their lands. Indigenous Peoples may also have certain treaty rights and rights to consultation on projects that may affect such lands. Our operations may be impacted to the extent these tribal governments are found to have and choose to act upon such jurisdiction over lands where we operate. For example, in 2020, the U.S. Supreme Court ruled in McGirt v. Oklahoma that the Muscogee (Creek) Nation reservation in Eastern Oklahoma has not been disestablished. Although the court’s ruling indicates that it is limited to criminal law, as applied within the Muscogee (Creek) Nation reservation, the ruling may have significant potential implications for civil law, both in the Muscogee (Creek) Nation reservation and other reservations that may similarly be found to not have been disestablished. State courts in Oklahoma have applied the analysis in McGirt in ruling that the Cherokee, Chickasaw, Seminole, and Choctaw reservations likewise had not been disestablished.
On October 1, 2020, the EPA granted approval to the State of Oklahoma under Section 10211(a) of the Safe, Accountable, Flexible, Efficient Transportation Equity Act of 2005 (the “SAFETE Act”) to administer all of the State’s existing EPA-approved regulatory programs to Indian Country within the state except: Indian allotments to which Indians titles have not been extinguished; lands that are held in trust by the United States on behalf of any Indian or Tribe; lands that are owned in fee by any Tribe where title was acquired through a treaty with the United States to which such tribe is a party and that have never been allotted to any citizen or member of such Tribe. The approval extends the State’s authority for existing EPA-approved regulatory programs to all lands within the State to which the State applied such programs prior to the U.S. Supreme Court’s ruling in McGirt. However, several Tribes expressed dissatisfaction with the consultation process performed in relation to this approval, and, in December 2021, the EPA proposed to withdraw and reconsider the October 2020 decision. Additionally, the SAFETE Act provides that any Tribe in Oklahoma may seek “Treatment as a State” by the EPA, and it is possible that one or more of the Tribes in Oklahoma may seek such an approval from the EPA. At this time, we cannot predict how these jurisdictional issues may ultimately be resolved.
Human Capital Management
As of December 31, 2024, Energy Transfer and its consolidated subsidiaries employed an aggregate of 16,248 employees, 1,467 of which are represented by labor unions. We believe that our relations with our employees are good.
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. 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 recognize that people are our most valued resource, and we are committed to hiring and investing in employees who strive for excellence and live by our core values: working safely, corporate stewardship, ethics and integrity, entrepreneurial mindset, our people, excellence and results, and social responsibility. We value our employees for what they bring to our organization by embracing those from all backgrounds, cultures, and experiences. We also believe that the keys to our successes have been the cultivation of an atmosphere of belonging and respect within our family of partnerships and sustaining organizations that promote equal employment opportunity in the workplace and support all communities in which we do business. These are the principles upon which we build and strengthen relationships among our people, our stakeholders, and those within the communities in which we do business.
Respecting All People and All Cultures. We believe strict adherence to our Code of Business Conduct and Ethics is not only right, but is in the best interest of the Partnership, its Unitholders, its customers, and the industry in general. In all applicable instances, the policies of the Partnership require that the business of the Partnership be conducted in a lawful and ethical manner. Every employee acting on behalf of the Partnership must adhere to these policies. Please refer to “Item 10. Directors, Executive Officers and Corporate Governance” for additional information on our Code of Business Conduct and Ethics.
Commitment to Public Health, Safety and the Environment. Protecting public health and being a good steward of the environment is an important initiative for our environmental management teams, both in the construction and operation of our assets. These teams consist of environmental engineers, scientists and geologists who seek to responsibly and efficiently reduce emissions associated with our operations, be a good steward of the land, water and air in the areas where we operate, and remain in compliance with all applicable regulations. Our environmental, health and safety department’s more than 200 environmental and safety professionals provide environmental and safety training to our field representatives. This group also assists others throughout the organization by identifying continuous training for personnel, including training that is required by applicable laws, regulations, standards, and permit conditions. It is our policy to communicate our safety standards and expectations to all employees and contractors with the expectation that each individual has the obligation to make safety the highest priority. Our safety culture aims to promote an open environment for discovering, resolving, and sharing safety challenges. We strive to eliminate unwanted safety events through a comprehensive process that promotes leadership, employee involvement, communication, personal responsibility to comply with standard operating procedures and regulatory requirements, effective risk reduction processes, maintaining clean facilities, contractor safety, and personal wellness. Energy Transfer’s goal is operational excellence, which means an injury- and incident-free workplace. To achieve this, we strive to hire and maintain the most qualified and dedicated workforce in the industry and make safety and safety accountability part of our daily operations. We believe that the OSHA Total Reportable Incident Rate (“TRIR”) is a key performance indicator that we use to evaluate our safety programs. 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. We believe the Partnership’s low TRIR speaks to the Partnership’s investment in and focus on safety and environmental compliance as well as the reliability of our assets.
Please note that the preceding internet address is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found and/or provided at such internet address or contained on our website in general is intended or deemed to be incorporated by reference in this report.
SEC Reporting
We file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any related amendments and supplements thereto with the SEC. From time to time, we may also file registration statements and related documents pertaining to equity or debt offerings. The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
We provide electronic access, free of charge, to our periodic and current reports, and amendments to these reports, on our internet website located at http://www.energytransfer.com. These reports are available on our website as soon as reasonably practicable after we electronically file such materials with the SEC. Information contained on our website is not part of this report.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.