Energy Transfer LP

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General economic, financial, and political conditions, including the impact of tariffs to the extent enacted, may materially adversely affect our results of operations and financial condition.

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General economic, financial, and political conditions may have a material adverse effect on our results of operations and financial condition. For example, on March 12, 2025, the U.S. government imposed a 25% tariff on steel imports, and on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and individualized higher tariffs on certain other countries. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions have caused uncertainty and volatility in financial markets and may result in retaliatory measures on U.S. goods. It is possible that our operations may be affected by the resulting volatility in pricing and demand. Similarly, declines in consumer confidence and/or consumer spending, changes in unemployment, significant inflationary or deflationary changes or disruptive regulatory or geopolitical events could contribute to increased volatility and diminished expectations for the economy and our markets, including the market for our goods and services, and lead to demand or cost pressures that could negatively and adversely impact our business. These conditions could affect both of our business segments.

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Examples of such conditions could include:

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•a general or prolonged decline in, or shocks to, regional or broader macro-economies;

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•regulatory changes that could impact the markets in which we operate, such as immigration, tariffs or trade reform laws, which could reduce demand for or supply of our goods and services or lead to pricing, currency, or other pressures; and

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•deflationary economic pressures, which could hinder our ability to operate profitably in view of the challenges inherent in making corresponding deflationary adjustments to our cost structure.

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In addition, volatility in the capital markets resulting from tariff announcements could also limit our ability to access capital on favorable terms, which could have an adverse impact on our ability to finance new projects and/or acquisitions.

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Changes in U.S. administrative policy, including the imposition of or increases in tariffs on steel and/or other raw materials, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on us.

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We own and operate pipelines and terminals and, like others in our industry, we use significant amounts of steel in our projects and rely on our ability to obtain that steel in an affordable way to maintain our operating margins. Any imposition of or increase in tariffs on steel and/or other raw materials could increase our growth project costs, which may impact the profitability of new projects and our maintenance capital expenditures, potentially in excess of budgeted amounts.

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On March 12, 2025, the U.S. government imposed a 25% tariff on steel imports, and on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and individualized higher tariffs on certain other countries. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions have caused uncertainty and volatility in financial markets and may result in retaliatory measures on U.S. goods. The ultimate impact of these or other potential tariffs is unknown at this time. Additionally, ongoing changes in U.S. and foreign government trade policies, including potential modifications to existing trade agreements and further restrictions on free trade, could introduce additional uncertainty. Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in U.S. or international trade policies could adversely impact our supply chain and increase costs, particularly on our expansion projects. A trade war or other significant changes in trade regulations could have an adverse effect on our business and results of operations.

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The construction of the liquefaction project remains subject to further approvals and some approvals may be subject to further conditions, review and/or revocation.

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In December 2015, the FERC authorized Lake Charles LNG Export Company, LLC, a wholly owned subsidiary of Energy Transfer (“Lake Charles LNG Export”), to site, construct and operate the liquefaction project subject to various conditions, including a condition requiring all phases of the liquefaction project to be completed and in-service within five years of the date of the FERC authorization order. The order also requires modifications to our Trunkline pipeline facilities that connect to our Lake Charles facility and additionally requires execution of a transportation contract for natural gas supply to the liquefaction facility prior to the initiation of construction of the liquefaction facility. In December 2019, the FERC granted an extension of time until and including December 16, 2025 to complete construction of the liquefaction project and pipeline facilities modifications and place the facilities into service. In May 2022, the FERC granted a second extension of time until and including December 16, 2028 to complete construction of the liquefaction facilities modifications and place the facilities into service. In April 2025, Lake Charles LNG Export requested a third extension of time until and including December 31, 2031 to complete construction of the liquefaction facilities modifications and place the facilities into service. This request remains pending before FERC.

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The export of LNG produced by any liquefaction facility in the United States requires export authorization from the United States Department of Energy (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.

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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.

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Additionally, while President Trump’s executive order resumes permitting applications, there can be no assurance as to whether Lake Charles LNG Export will receive approval of its application for a Non-FTA Authorization.

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Litigation relating to Sunoco LP’s acquisition of Parkland Corporation (“Parkland”) could result in an injunction preventing the completion of the acquisition and/or substantial costs to Sunoco LP and Parkland.

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Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Sunoco LP’s and Parkland’s respective liquidity and financial condition.

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Lawsuits that may be brought against Sunoco LP, Parkland or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the arrangement agreement already implemented and to otherwise enjoin the parties from consummating the acquisition. One of the conditions to the closing of the acquisition is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the acquisition. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the acquisition, that injunction may delay or prevent the acquisition from being completed within the expected timeframe or at all, which may adversely affect Sunoco LP’s and Parkland’s respective business, financial position and results of operations.

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There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the acquisition is completed may adversely affect Sunoco LP’s or Parkland’s business, financial condition, results of operations and cash flows.

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Failure by Sunoco LP to complete the acquisition of Parkland and successfully integrate the businesses of Sunoco LP and Parkland in the expected time frame could negatively impact the price of Sunoco LP’s common units and have a material adverse effect on its results of operations, cash flows and financial position.

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If Sunoco LP’s acquisition of Parkland is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals or Parkland’s shareholders fail to approve the applicable proposals, the anticipated benefits of the acquisition may not be realized or may take longer to realize than expected. The success of the merger will depend, in part, on the ability of Sunoco LP to realize the anticipated benefits from combining the businesses of Sunoco LP and Parkland. If Sunoco LP and Parkland are unable to successfully combine their businesses, the anticipated benefits of the merger may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the merger.

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Additionally, Sunoco LP would be subject to a number of risks, including the following:

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•negative reactions from the financial markets, including negative impacts on the price of Sunoco LP’s common units;

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•negative reactions from Sunoco LP’s respective customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners;

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•Sunoco LP will still be obligated to pay certain significant costs relating to its acquisition of Parkland, such as legal, accounting, financing, financial advisor and printing fees;

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•Sunoco LP may be obligated to pay a termination fee as required by the arrangement agreement governing the acquisition;

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•the arrangement agreement governing the acquisition places certain restrictions on the conduct of Sunoco LP’s business, which may delay or prevent the undertaking of business opportunities that, absent the arrangement agreement governing the acquisition, may have been pursued;

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•matters relating to Sunoco LP’s acquisition of Parkland (including integration planning) require substantial commitments of time and resources by management, which may have resulted in the distraction from ongoing business operations and pursuing other opportunities that could have been beneficial;

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•litigation related to any failure to complete Sunoco LP’s acquisition of Parkland or related to any enforcement proceeding commenced against Sunoco LP to perform its respective obligations under the arrangement agreement governing the acquisition; and

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•loss of key employees, the disruption of each of Sunoco LP’s and Parkland’s ongoing businesses and relationships with customers, or inconsistencies in their standards, controls, procedures and policies.

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If the acquisition is not completed, the risks described above may materialize and they may have a material adverse effect on Sunoco LP’s results of operations, cash flows, financial position and price of Sunoco LP’s common units.

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Sunoco LP’s future debt levels may impair its financial condition and its ability to make distributions to its unitholders.

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Sunoco LP had $7.7 billion of debt outstanding as of March 31, 2025. Sunoco LP has the ability to incur additional debt under its revolving credit facility and the indentures governing its senior notes. In connection with Sunoco LP’s merger with Parkland, Sunoco LP expects to assume Parkland’s debt and issue additional debt, aggregating approximately $5 billion. The level of Sunoco LP’s future indebtedness could have important consequences to us, including:

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•making it more difficult for Sunoco LP to satisfy its obligations with respect to its senior notes, its GoZone bonds and its credit agreements governing its revolving credit facility;

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•limiting Sunoco LP’s ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, the execution of its growth strategy and other activities;

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•requiring Sunoco LP to dedicate a substantial portion of its cash flow from operations to pay interest on its debt, which would reduce its cash flow available to make distributions to its unitholders and holders of SUNCorp, LLC units and to fund working capital, capital expenditures, acquisitions, execution of its growth strategy and other activities;

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•making Sunoco LP more vulnerable to adverse changes in general economic conditions, its industry and government regulations and in its business by limiting its flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions; and

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•placing Sunoco LP at a competitive disadvantage compared with its competitors that have less debt.

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In addition, Sunoco LP may not be able to generate sufficient cash flow from its operations to repay its indebtedness when it becomes due and to meet other cash needs. Sunoco LP’s ability to service its debt depends upon, among other things, its financial and operating performance as impacted by prevailing economic conditions, and financial, business, regulatory and other factors, some of which are beyond its control. In addition, Sunoco LP’s ability to service its debt will depend on market interest rates, since the rates applicable to a portion of its borrowings fluctuate. If Sunoco LP is not able to pay its debts as they become due, it will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring its indebtedness or selling additional debt or equity securities. Sunoco LP may not be able to refinance its debt or sell additional debt or equity securities or its assets on favorable terms, if at all, and if Sunoco LP must sell its assets, it may negatively affect its ability to generate revenues and to pay distributions to us.