GLOBAL PARTNERS LP

Previous wording

We account for our investments in Spring Partners Retail LLC (“SPR”) and Everett Landco GP, LLC (“Everett”) as equity method investments. Under this method, our share of income and losses is included in (loss) income from equity method investments in the accompanying consolidated statements of operations of Global Partners LP, and our investment balance in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP. See Note 11 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of SPR or Everett.

Current wording

We have three joint ventures that we account for as equity method investments. Under this method, our share of income and losses is included in equity method investments, as applicable, in the accompanying consolidated statements of operations of Global Partners LP, and our investment balances in the joint ventures are included in equity method investments in the accompanying consolidated balance sheets of Global Partners LP. See Note 10 of Notes to Consolidated Financial Statements. Except as otherwise specifically indicated, the information and discussion and analysis in this section does not otherwise take into account the financial condition and results of operations of our equity method investments.

Previous wording

●Our businesses could be affected by a range of issues, such as changes in demand, commodity prices, energy conservation, competition, the global economic climate, movement of products between foreign locales and within the United States, changes in refiner demand, weekly and monthly refinery output levels, changes in the rate of inflation or deflation, changes in local, domestic and worldwide inventory levels, changes in health, safety and environmental regulations, including, without limitation, those related to climate change, additional government regulations related to the products we sell, failure to obtain permits, amend existing permits for expansion and/or to address changes to our assets and underlying operations, or renew existing permits on terms favorable to us, seasonality, supply, weather and logistics disruptions and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of refined products, gasoline blendstocks, renewable fuels and crude oil.

Current wording

●Our businesses could be affected by a range of issues, such as changes in demand, commodity prices, energy conservation, competition, the global economic climate, movement of products between foreign locales and within the United States, tariffs and other controls on imports or exports, changes in refiner demand, weekly and monthly refinery output levels, changes in the rate of inflation or deflation, changes in local, domestic and worldwide inventory levels, changes in health, safety and environmental regulations, including, without limitation, those related to climate change, additional government regulations related to the products we sell, failure to obtain permits, amend existing permits for expansion and/or to address changes to our assets and underlying operations, or renew existing permits on terms favorable to us, seasonality, supply, weather and logistics disruptions and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of refined products, gasoline blendstocks, renewable fuels, propane and crude oil.

Previous wording

●Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Current wording

●Unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Previous wording

We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. We are one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of September 30, 2024, we had a portfolio of 1,589 owned, leased and/or supplied gasoline stations, including 306 directly operated convenience stores, primarily in the Northeast, as well as 64 gasoline stations located in Texas that are operated by our unconsolidated affiliate, SPR. We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Current wording

We are a master limited partnership formed in March 2005. We own, control or have access to a large terminal network of refined petroleum products and renewable fuels—with connectivity to strategic rail, pipeline and marine assets—spanning from Maine to Florida and into the U.S. Gulf States. We are one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores, primarily in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”) and Maryland and Virginia. As of March 31, 2025, we had a portfolio of 1,561 owned, leased and/or supplied gasoline stations, including 296 directly operated convenience stores, primarily in the Northeast, as well as 66 gasoline stations located in Texas that are operated or supplied by our joint venture, Spring Partners Retail LLC (“SPR”). We are also one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We engage in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane and in the transportation of petroleum products and renewable fuels by rail from the mid-continent region of the United States and Canada.

Previous wording

Collectively, we sold approximately $4.2 billion and $12.5 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three and nine months ended September 30, 2024, respectively. In addition, we had other revenues of approximately $0.2 billion and $0.4 billion for the three and nine months ended September 30, 2024, respectively, from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

Current wording

Collectively, we sold approximately $4.5 billion of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil for the three months ended March 31, 2025. In addition, we had other revenues of approximately $0.1 billion for the three months ended March 31, 2025 from convenience store and prepared food sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

Previous wording

In our Wholesale segment, we engage in the logistics of selling, gathering, blending, storing and transporting refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

Current wording

by railcars, barges, trucks and/or pipelines pursuant to spot or long-term contracts. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene and residual oil to retail and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

Previous wording

premises, repair bays and/or other businesses that may be conducted by the commissioned agent. At dealer-leased locations, the dealer purchases gasoline from us, and the dealer sets the retail price of gasoline at the dealer’s station. We also receive rental income from (i) dealer-leased gasoline stations and (ii)cobranding arrangements. We also supply gasoline to locations owned and/or leased by independent contract dealers. Additionally, we have contractual relationships with distributors in certain New England states pursuant to which we source and supply these distributors’ gasoline stations with Exxon- or Mobil-branded gasoline.

Current wording

At our company-operated stores, we operate the gasoline stations and convenience stores with our employees, and we set the retail price of gasoline at the station. At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold. We receive rental income from commissioned agent leased gasoline stations for the leasing of the convenience store premises, repair bays and/or other businesses that may be conducted by the commissioned agent. At dealer-leased locations, the dealer purchases gasoline from us, and the dealer sets the retail price of gasoline at the dealer’s station. We also receive rental income from (i) dealer-leased gasoline stations and (ii)cobranding arrangements. We also supply gasoline to locations owned and/or leased by independent contract dealers. Additionally, we have contractual relationships with distributors in certain New England states pursuant to which we source and supply these distributors’ gasoline stations with Exxon- or Mobil-branded gasoline.

Previous wording

●*Our gasoline, convenience store and prepared food sales could be significantly reduced by a reduction in demand due to higher prices and inflation in general and new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles and changing consumer preferences and driving habits.*Technological advances and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. In addition, higher prices and inflation in general could reduce the demand for gasoline and the products and services we offer at our convenience stores and adversely impact our sales. A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Current wording

●*Our gasoline, convenience store and prepared food sales could be significantly reduced by a reduction in demand due to higher prices and inflation in general and new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles and changing consumer preferences and driving habits.*Technological advances and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, resulting in a decrease in gasoline sales and/or sales of food, sundries and other on-site services. In addition, higher prices, including as result of tariffs and other controls on imports or exports of goods, and inflation in general could reduce the demand for gasoline and the products and services we offer at our convenience stores and adversely impact our sales. A reduction in our sales could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Previous wording

Fuels Standard (“RFS”) pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The RFS program seeks to promote the incorporation of renewable fuels in the nation’s fuel supply and, to that end, sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into transportation fuels consumed in the United States. A RIN is assigned to each gallon of renewable fuel produced in or imported into the United States. We are exposed to volatility in the market price of RINs. We cannot predict the future prices of RINs. RIN prices are dependent upon a variety of factors, including EPA regulations related to the amount of RINs required and the total amounts that can be generated, the availability of RINs for purchase, the price at which RINs can be purchased, and levels of transportation fuels produced, all of which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase or if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected. Future demand for ethanol will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline and ethanol, taking into consideration the EPA’s regulations on the RFS program and oxygenate blending requirements. A reduction or waiver of the RFS mandate or oxygenate blending requirements could adversely affect the availability and pricing of ethanol, which in turn could adversely affect our future gasoline and ethanol sales. In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time. Future changes proposed by EPA for the renewable volume obligations may increase the cost to consumers for transportation fuel, which could result in a decline in demand for fuels and lower revenues for our business.

Current wording

in or imported into the United States. We are exposed to volatility in the market price of RINs. We cannot predict the future prices of RINs. RIN prices are dependent upon a variety of factors, including EPA regulations related to the amount of RINs required and the total amounts that can be generated, the availability of RINs for purchase, the price at which RINs can be purchased, and levels of transportation fuels produced, all of which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase or if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected. Future demand for ethanol will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline and ethanol, taking into consideration the EPA’s regulations on the RFS program and oxygenate blending requirements. A reduction or waiver of the RFS mandate or oxygenate blending requirements could adversely affect the availability and pricing of ethanol, which in turn could adversely affect our future gasoline and ethanol sales. In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time. Future changes proposed by EPA for the renewable volume obligations may increase the cost to consumers for transportation fuel, which could result in a decline in demand for fuels and lower revenues for our business.

Previous wording

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint ventures, which are accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net

Current wording

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets, goodwill and long-lived asset impairment charges and our proportionate share of EBITDA related to our joint ventures accounted for using the equity method. EBITDA and adjusted EBITDA should not be considered as alternatives to net income,

Previous wording

income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Current wording

operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Previous wording

Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint ventures, which are accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.

Current wording

Adjusted distributable cash flow is a non-GAAP financial measure intended to provide management and investors with an enhanced perspective of our financial performance. Adjusted distributable cash flow is distributable cash flow (as defined in our partnership agreement) further adjusted for our proportionate share of distributable cash flow related to our joint ventures accounted for using the equity method. Adjusted distributable cash flow is not used in our partnership agreement to determine our ability to make cash distributions and may be higher or lower than distributable cash flow as calculated under our partnership agreement.

Previous wording

Our total sales were $4.4 billion and $4.2 billion for the three months ended September 30, 2024 and 2023, respectively, an increase of $0.2 billion, or 5%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 1.7 billion gallons and 1.4 billion gallons for the three months

Current wording

Our total sales were $4.6 billion and $4.1 billion for the three months ended March 31, 2025 and 2024, respectively, increasing $446.8 million, or 11%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our aggregate volume of product sold was 1.9 billion gallons and 1.6 billion gallons for the three months ended March 31, 2025 and 2024, respectively, increasing 364 million gallons from the prior-year period

Previous wording

ended September 30, 2024 and 2023, respectively, increasing 356 million gallons from the prior-year period (consisting of increases of 356 million gallons and 14 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 14 million gallons in our GDSO segment). The increase in our Wholesale segment sales includes the addition of 25 refined product terminals and related assets we acquired from Motiva Enterprises LLC (“Motiva”) in December 2023 which are located along the Atlantic Coast, in the Southeast and in Texas (the “Motiva Terminal Facilities”) and four refined-product terminals we acquired from Gulf in April 2024 (the “Gulf Terminals”).

Current wording

(consisting of increases of 367 million gallons and 4 million gallons in our Wholesale and Commercial segments, respectively, offset by a decrease of 7 million gallons in our GDSO segment). The increases in our Wholesale segment sales and volume sold include the addition of four refined-product terminals we acquired from Gulf Oil Limited Partnership (“Gulf Oil”) in April 2024 and one liquid energy terminal in East Providence, Rhode Island from ExxonMobil Oil Corporation in November 2024 (collectively, the “Acquired Terminals”).

Previous wording

Our gross profit was $286.0 million and $228.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $57.5 million, or 25%. Our Wholesale segment product margins increased in the third quarter primarily due to the acquisitions of the Motiva Terminal Facilities and the Gulf Terminals and to more favorable market conditions. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher fuel margins (cents per gallon), while our station operations product margin decreased due in part to the sales and conversions of certain company-operated sites. In our Commercial segment, our product margin increased in part due to more favorable market conditions in bunkering. The increase in gross profit was partially offset by an $8.7 million increase in depreciation allocated to cost of sales.

Current wording

Our gross profit was $255.2 million and $215.1 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $40.1 million, or 19%. Our Wholesale segment product margins increased primarily due to more favorable market conditions in gasoline and distillates and to the addition of the Acquired Terminals. In our GDSO segment, our gasoline distribution product margin increased primarily due to higher fuel margins (cents per gallon), while our station operations product margin decreased due in part to the sales and conversions of certain company-operated sites and a decrease in sundries. In our Commercial segment, our product margin increased in part due to more favorable market conditions. The increase in gross profit was partially offset by a $4.4 million increase in depreciation allocated to cost of sales.

Previous wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.8 billion and $1.6 billion for the three months ended September 30, 2024 and 2023, respectively, an increase of $0.2 billion, or 11%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $43.0 million and $20.4 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $22.6 million, or 111%, primarily due to the acquisition of the Motiva Terminal Facilities and to more favorable market conditions. Our product margin also benefitted from the acquisition of the Gulf Terminals.

Current wording

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.7 billion and $1.4 billion for the three months ended March 31, 2025 and 2024, respectively, increasing $347.8 million, or 25%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our gasoline and gasoline blendstocks product margin was $57.1 million and $29.7 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $27.4 million, or 92%, primarily due to more favorable market conditions, largely in gasoline but also in gasoline blendstocks. Our product margin also benefited from the addition of the Acquired Terminals.

Previous wording

Sales from distillates and other oils were $3.1 billion and $2.7 billion for the nine months ended September 30, 2024 and 2023, respectively, increasing $434.2 million, or 16%, primarily due to an increase in distillate volume sold partially offset by a decrease in residual oil volume sold. Our product margin from distillates and other oils was $69.2 million and $70.2 million for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1.0 million, or 1%, primarily due to less favorable market conditions in residual oil and crude oil, offset more favorable market conditions in distillates.

Current wording

Distillates and Other Oils. Sales from distillates and other oils (primarily residual oil and crude oil) were $1.5 billion and $1.3 billion for the three months ended March 31, 2025 and 2024, respectively, increasing $203.3 million, or 16%, primarily due to an increase in volume sold, partially offset by a decrease in prices. Our product margin from distillates and other oils was $36.5 million and $19.7 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $16.8 million, or 85%, primarily due to more favorable market conditions in distillates and, to a lesser extent, improved margins in residual oil.

Previous wording

Gasoline Distribution. Sales from gasoline distribution were $1.2 billion and $1.4 billion for the three months ended September 30, 2024 and 2023, respectively, decreasing $190.7 million, or 13%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $164.1 million and $132.0 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $32.1 million, or 24%, primarily due to higher fuel margins (cents per gallon).

Current wording

Gasoline Distribution. Sales from gasoline distribution were $1.0 billion and $1.1 billion for the three months ended March 31, 2025 and 2024, respectively, decreasing $91.9 million, or 8%, primarily due to decreases in prices and in volume sold. Our product margin from gasoline distribution was $125.8 million and $121.6 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $4.2 million, or 3%, primarily due to higher fuel margins (cents per gallon).

Previous wording

Station Operations. Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $150.9 million and $156.7 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of $5.8 million, or 4%. Our product margin from station operations was $73.6 million and $74.5 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of $0.9 million, or 1%. The decreases in sales and product margin are due in part to the sales and conversions of certain company-operated sites.

Current wording

Station Operations. Our station operations, which include (i) convenience store and prepared food sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $121.4 million and $130.2 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $8.8 million, or 7%. Our product margin from station operations was $62.1 million and $66.1 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $4.0 million, or 6%. The decreases in sales and product margin are due in part to the sales and conversions of certain company-operated sites and to a decrease in sundries.

Previous wording

SG&A expenses were $70.5 million and $63.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $7.0 million, or 11%, including increases of $7.6 million in long-term accrued discretionary incentive compensation, $4.7 million in wages and benefits and $1.5 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $3.8 million in expenses associated with the sale of the Revere Terminal (see Note 12 of Notes to Consolidated Financial Statements) and $3.0 million in acquisition costs.

Current wording

SG&A expenses were $73.7 million and $69.8 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $3.9 million, or 6%, including increases of $3.0 million in long-term accrued discretionary incentive compensation, $2.9 million in wages and benefits and $3.4 million in various other SG&A expenses. The increase in SG&A expenses was offset by decreases of $2.8 million in acquisition costs and $2.6 million in expenses associated with the sale of the Revere Terminal (see Note 11 of Notes to Consolidated Financial Statements).

Previous wording

Operating expenses were $137.1 million and $115.9 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $21.2 million, or 18%, including increases of $21.0 million in operating expenses associated with our terminals operations, largely related to the acquisitions of the Motiva Terminal Facilities and the Gulf Terminals, and $0.2 million in operating expenses related to our GDSO operations.

Current wording

Operating expenses were $126.7 million and $120.1 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $6.6 million, or 5%, including an increase of $7.8 million in operating expenses associated with our terminals operations, primarily in maintenance and repairs, as well as the addition of the Acquired Terminals. The increase in operating expenses was offset by a decrease of $1.2 million in operating expenses related to our GDSO operations.

Previous wording

Amortization expense related to intangible assets was $2.3 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and $6.1 million for each of the nine months ended September 30, 2024 and 2023.

Current wording

Amortization expense related to intangible assets was $1.4 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Net gain on sale and disposition of assets was $7.8 million and $0.9 million for the three months ended September 30, 2024 and 2023, respectively, and $10.6 million and $2.1 million for the nine months ended September 30, 2024 and 2023, respectively, primarily due to the sale of GDSO sites.

Current wording

Net gain on sale and disposition of assets was $2.5 million for each of the three months ended March 31, 2025 and 2024, primarily due to the sale of GDSO sites.

Previous wording

(Loss) income from equity method investments was ($0.1 million) and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, and ($1.9 million) and $2.4 million for the nine months ended September 30, 2024 and 2023, respectively, representing our proportional share of loss (income) from our equity method investments in our joint ventures with SPR and Everett. See Note 11 of Notes to Consolidated Financial Statements for information on our equity method investments.

Current wording

Income (loss) from equity method investments was $0.1 million and ($1.4 million) and for the three months ended March 31, 2025 and 2024, respectively, representing our proportional share of income (loss) from our equity method investments in our joint ventures. See Note 10 of Notes to Consolidated Financial Statements for information on our equity method investments.

Previous wording

Interest expense was $35.1 million and $21.1 million for the three months ended September 30, 2024 and 2023, respectively, an increase of $14.0 million, or 66%, primarily due to interest expense related the 2032 Notes issued in January 2024 used to facilitate the acquisition of the Motiva Terminal Facilities and to higher average balances on our credit facilities as a result of the acquisition of the Gulf Terminals.

Current wording

Interest expense was $36.0 million and $29.7 million for the three months ended March 31, 2025 and 2024, respectively, an increase of $6.3 million, or 21%, primarily due to higher average balances on our credit facilities.

Previous wording

Income tax expense was $2.3 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively, and $4.5 million and $2.4 million for the nine months ended September 30, 2024 and 2023, respectively, which predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Current wording

Income tax expense was $1.2 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively, which predominantly reflects the income tax expense from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Previous wording

Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness. Our primary sources of liquidity are cash generated from operations, amounts available under our working capital revolving credit facility and equity and debt offerings. Please read “—Credit Agreement” for more information on our working capital revolving credit facility.

Current wording

Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness. Our primary sources of liquidity are cash generated from operations, amounts available

Previous wording

Working capital was $141.6 million and $115.0 million at September 30, 2024 and December 31, 2023, respectively, an increase of $26.6 million. Changes in current assets and current liabilities increasing our working capital primarily include, in part, an increase of $102.2 million in inventories, in part due to the inventory acquired from Gulf Oil, and a decrease of $194.2 million in accounts payable. The increase in working capital was offset by an increase of $202.4 million in the current portion of our working capital revolving credit facility and a decrease of $79.9 million in accounts receivable.

Current wording

Working capital was $176.5 million and $207.2 million at March 31, 2025 and December 31, 2024, respectively, a decrease of $30.7 million. Changes in current assets and current liabilities decreasing our working capital primarily include, in part, an increase of $125.2 million in the current portion of our working capital revolving credit facility, an increase of $10.4 million in accounts payable and a decrease of $76.6 million in inventories due to carrying lower levels of inventory during the period. The decrease in working capital was offset by an increase of $104.9 million in accounts receivable and a decrease of $77.7 million in accounts payable due in part to timing of sales and payments.

Previous wording

In addition, on October 23, 2024, the board of directors of our general partner declared a quarterly cash distribution of $0.7300 per unit ($2.92 per unit on an annualized basis) on our common units for the period from July 1, 2024 through September 30, 2024 to our common unitholders of record as of the close of business on November 8, 2024. We expect to pay the total cash distribution of approximately $28.8 million on November 14, 2024.

Current wording

In addition, on April 25, 2025, the board of directors of our general partner declared a quarterly cash distribution of $0.7450 per unit ($2.98 per unit on an annualized basis) on our common units for the period from January 1, 2025 through March 31, 2025 to our common unitholders of record as of the close of business on May 9, 2025. We expect to pay the total cash distribution of approximately $29.8 million on May 15, 2025.

Previous wording

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $31.9 million and $35.4 million in maintenance capital expenditures for the nine months ended September 30, 2024 and 2023, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $25.4 million and $32.2 million for the nine months ended September 30, 2024 and 2023, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Current wording

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately $9.6 million and $11.7 million in maintenance capital expenditures for the three months ended March 31, 2025 and 2024, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately $7.9 million and $9.5 million for the three months ended March 31, 2025 and 2024, respectively, are related to our investments in our gasoline station business. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Previous wording

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or by issuing debt securities or additional equity. We had approximately $24.6 million and $19.3 million in expansion capital expenditures, excluding acquired property and equipment, for the nine months ended September 30, 2024 and 2023, respectively, primarily related to investments in our gasoline station and terminal businesses.

Current wording

Expansion capital expenditures include expenditures to acquire assets to grow our businesses or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit

Previous wording

We currently expect maintenance capital expenditures of approximately $50.0 million to $60.0 million and expansion capital expenditures, excluding acquisitions, of approximately $40.0 million to $50.0 million in 2024, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.

Current wording

We currently expect maintenance capital expenditures of approximately $60.0 million to $70.0 million and expansion capital expenditures, excluding acquisitions, of approximately $75.0 million to $85.0 million in 2025, relating primarily to investments in our gasoline station and terminal businesses. These current estimates depend, in part, on the timing of completion of projects, availability of equipment and workforce, weather and unanticipated events or opportunities requiring additional maintenance or investments.

Previous wording

Net cash (used in) provided by operating activities was ($35.6 million) and $343.0 million for the nine months ended September 30, 2024 and 2023, respectively, for a period-over-period decrease in cash flow from operating activities of $378.6 million.

Current wording

Net cash used in operating activities was $51.6 million and $182.7 million for the three months ended March 31, 2025 and 2024, respectively, for a period-over-period decrease in cash flow from operating activities of $131.1 million.

Previous wording

For the nine months ended September 30, 2023, the increases in accounts receivable and accounts payable are due in part due to timing of sales and payments, offset by a decrease in prices. The decrease in inventories is primarily due to the decrease in prices.

Current wording

For the three months ended March 31, 2025, the increases in accounts receivable and accounts payable are due in part to timing of sales and payments. The decrease in inventories is due in part to carrying lower levels of inventory during the period.

Previous wording

Net cash used in investing activities was $121.8 million for the nine months ended September 30, 2023 and included $69.5 million in expenditures associated with our equity method investment in SPR (see Note 11 of Notes to Consolidated Financial Statements), $35.4 million in maintenance capital expenditures, $19.3 million in expansion capital expenditures, $8.1 million in seller note issuances and $1.5 million in an immaterial acquisition. Net cash used in investing activities was offset by $12.0 million in proceeds from the sale of property and equipment.

Current wording

Net cash used in investing activities was $28.5 million for the three months ended March 31, 2025 and included $17.9 million in capital expenditures, $16.7 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements) and $0.2 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments. Net cash used in investing activities for the three months ended March 31, 2025 was offset by $3.6 million in proceeds from the sale of property and equipment and $2.7 million in dividends received of equity method investments.

Previous wording

Net cash used in investing activities was $230.4 million for the nine months ended September 30, 2024 and included $215.0 million related to the acquisition of the Gulf Terminals, $56.5 million in capital expenditures, $13.9 million in expenditures associated with our equity method investments (see Note 11 of Notes to Consolidated Financial Statements) and $7.9 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations. Net cash used in investing activities for the nine months ended September 30, 2024 was offset by $46.0 million in proceeds from the sale of property and equipment and $16.9 million in dividends received of equity method investments.

Current wording

Net cash used in investing activities was $1.5 million for the three months ended March 31, 2024 and included $16.6 million in capital expenditures, $9.6 million in expenditures associated with our equity method investments (see Note 10 of Notes to Consolidated Financial Statements) and $3.5 million in seller note issuances which represent notes we received from buyers in connection with the sale of certain of our gasoline stations, offset by loan repayments. Net cash used in investing activities for the three months ended March 31, 2024 was offset by $14.3 million in dividends received of equity method investments and $13.9 million in proceeds from the sale of property and equipment.

Previous wording

Please read “—Capital Expenditures” for a discussion of our capital expenditures for the nine months ended September 30, 2024 and 2023.

Current wording

Please read “—Capital Expenditures” for a discussion of our capital expenditures for the three months ended March 31, 2025 and 2024.

Previous wording

Net cash used in financing activities was $213.9 million for the nine months ended September 30, 2023 and included $114.9 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $87.7 million and $10.0 million in net payments on our working capital revolving credit facility and our revolving credit facility, respectively, $0.7 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations, $0.5 million in LTIP units withheld for tax obligations and $0.1 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Current wording

Net cash provided by financing activities was $79.4 million for the three months ended March 31, 2025 and included $125.2 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $31.1 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $10.8 million in LTIP units withheld for tax obligations, $3.4 million paid pursuant to distribution equivalent rights previously granted under our LTIP and $0.5 million in the repurchase of common units pursuant to our repurchase program for future satisfaction of our LTIP obligations.

Previous wording

Net cash provided by financing activities was $266.9 million for the nine months ended September 30, 2024 and included $441.3 million in proceeds in connection with the issuance of the 2032 Notes and $202.4 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities was offset by $203.0 million in net payments on our revolving credit facility, $91.2 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $69.0 million in cash paid in connection with the redemption of the Series A Preferred Units (see Note 13 of Notes to Consolidated Financial Statements), $11.2 million in

Current wording

Net cash provided by financing activities was $237.4 million for the three months ended March 31, 2024 and included $441.3 million in proceeds in connection with the issuance of our senior notes due 2032 and $209.2 million in net borrowings from our working capital revolving credit facility. Net cash provided by financing activities for the three months ended March 31, 2024 was offset by $380.0 million in net payments on our revolving credit facility, $30.7 million in cash distributions to our limited partners (preferred and common unitholders) and our general partner, $1.8 million in LTIP units withheld for tax obligations and $0.6 million paid pursuant to distribution equivalent rights previously granted under our LTIP.

Previous wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.55 billion senior secured credit facility. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on May 2, 2026.

Current wording

Certain subsidiaries of ours, as borrowers, and we and certain of our subsidiaries, as guarantors, have a $1.50 billion senior secured credit facility. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement expires on March 20, 2028.