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Item 9A. Controls and Procedures

2023-05-31 compared with 2022-06-06 · 617 added, 742 removed, 1991 unchanged (41% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide the information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”) and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure the information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”) and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure.

We completed an evaluation under the supervision and with participation of our management, including the principal executive officer and principal financial officer of our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures at March 31, 2023.

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In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of March 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended March 31, 2022, and our report dated June 6, 2022 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended March 31, 2023, and our report dated May 31, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

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Board of Directors of our General Partner

NGL Energy Holdings LLC, our general partner, manages our operations and activities on our behalf through its directors and executive officers.

Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations.

The NGL Energy GP Investor Group appoints all members to the board of directors of our general partner.

The board of directors of our general partner currently has eight members.

The board of directors of our general partner has determined that Mr.

NGL Energy Holdings LLC, our general partner (“GP”), manages our operations and activities on our behalf through its directors and executive officers.

Unitholders are not entitled to elect the directors of our GP or directly or indirectly participate in our management or operations.

The NGL Energy GP Investor Group appoints all members to the board of directors of our GP.

The board of directors of our GP currently has eight members.

The board of directors of our GP has determined that Mr.

Collingsworth, Mr.

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In addition, we are not required to have a nominating and corporate governance committee.

In evaluating director candidates, the NGL Energy GP Investor Group assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the board of directors of our general partner to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties.

Our general partner has no minimum qualifications for director candidates.

In general, however, the NGL Energy GP Investor Group reviews and evaluates both incumbent and potential new directors in an effort to achieve diversity of skills and experience among the directors of our general partner and in light of the following criteria:

In evaluating director candidates, the NGL Energy GP Investor Group assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the board of directors of our GP to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties.

Our GP has no minimum qualifications for director candidates.

• experience in business, government, education, technology or public interests;

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• ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on partnership matters.

Although our general partner does not have a formal policy in regard to the consideration of diversity in identifying director nominees, qualified candidates for nomination to the board are considered without regard to race, color, religion, gender, ancestry or national origin.

Although our GP does not have a formal policy in regard to the consideration of diversity in identifying director nominees, qualified candidates for nomination to the board are considered without regard to race, color, religion, gender, ancestry or national origin.

Directors and Named Executive Officers

Directors of our general partner are appointed by the NGL Energy GP Investor Group and hold office until their successors have been duly elected and qualified or until the earlier of their death, resignation, removal or disqualification.

Named executive officers are appointed by, and serve at the discretion of, the board of directors of our general partner.

The following table summarizes information regarding the directors of our general partner and our named executive officers as of June 1, 2022.

Directors of our GP are appointed by the NGL Energy GP Investor Group and hold office until their successors have been duly elected and qualified or until the earlier of their death, resignation, removal or disqualification.

Named executive officers are appointed by, and serve at the discretion of, the board of directors of our GP.

The following table summarizes information regarding the directors of our GP and our named executive officers as of May 26, 2023.

Name Age Position with NGL Energy Holdings LLC

Michael Krimbill 69 Chief Executive Officer and Director

Bridges 38 Executive Vice President and Chief Financial Officer

Ciolek 58 Executive Vice President, Strategic Initiatives

Cooper 47 Executive Vice President and Chief Financial Officer

McMurray 51 Executive Vice President and General Counsel and Secretary

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Michael Krimbill .

Krimbill has served as our Chief Executive Officer since October 2010 and as a member of the board of directors of our general partner since its formation in September 2010.

Krimbill has served as our Chief Executive Officer since October 2010 and as a member of the board of directors of our GP since its formation in September 2010.

Krimbill was the President and Chief Financial Officer of Energy Transfer Partners, L.P.

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Krimbill also brings financial expertise to the board, including his prior service as a chief financial officer.

Krimbill’s experience serving on other public company boards is also a valuable asset to our board of directors.

Bridges has served as our Executive Vice President and Chief Financial Officer since September 30, 2021.

Bridges served as our Senior Vice President, Finance and Treasurer from April 2018 to September 2021.

She joined the general partner in June 2016, as Vice President of Finance and Treasurer until she was promoted.

Bridges spent nine years in the commercial division at the Bank of Oklahoma, holding various positions including Vice President - Energy Lending.

Ciolek joined us in December 2019 and was appointed as our Executive Vice President, Strategic Initiatives, by the board of directors of our general partner in January 2020.

Prior to joining NGL, Mr.

Ciolek served as Managing Director in the Oil and Gas Group at Credit Suisse Securities LLC (“Credit Suisse”) from August 2015 to October 2019.

Before joining Credit Suisse, he served as the Head of the Midstream Franchise within J.P.

Morgan’s North American Energy Group starting in May 2011.

He previously served for 14 years with Citigroup’s Global Energy Group.

Krimbill’s experience serving on other public company boards is also a valuable asset to the board of directors of our GP.

Cooper has served as our Executive Vice President and Chief Financial Officer since January 13, 2023.

Cooper served as our Senior Vice President, Administration and Risk from June 2021, when he joined NGL, to January 2023.

Cooper spent 10 years with WPX Energy, Inc.

(“WPX”) where he was Vice President of Finance and Treasurer.

Prior to WPX, he was at The Williams Companies where he held various corporate finance and risk management leadership roles.

McMurray has served as our Executive Vice President and General Counsel and Secretary since October 2016.

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from December 2007 through October 2015, most recently as Vice President of Financial Reporting and Corporate Controller.

Thuillier served as Assistant Corporate

Controller for Exterran Holdings, Inc.

Thuillier served as Assistant Corporate Controller for Exterran Holdings, Inc.

(formerly Universal Compression) from November 2006 through November 2007.

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Coady served as an executive officer of DCC from April 2018 until his retirement in December 2020.

Coady served as a member of the board of directors of our general partner since its formation in September 2010.

Coady served as a member of the board

of directors of our GP since its formation in September 2010.

Coady has served as an officer of Hicks Oils & Hicksgas, Incorporated (“HOH”), from March 1989 to September 2010 when HOH contributed its propane and propane related assets to Hicksgas LLC, and the membership interests in Hicksgas LLC were contributed to us as part of our formation transactions.

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Collingsworth .

Collingsworth has served on the board of directors of our general partner since January 2015.

Collingsworth has served on the board of directors of our GP since January 2015.

Collingsworth previously served as a Senior Vice President of the general partner of Enterprise Products Partners L.P.

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Collingsworth has worked in all facets of the midstream and petrochemical industry for more than 40 years.

Cropper joined the board of directors of our general partner in June 2011.

Cropper joined the board of directors of our GP in June 2011.

Cropper held various positions during his 25-year career at The Williams Companies, Inc., including serving as the President and Chief Executive Officer of Williams Energy Services, a Williams operating unit involved in various energy-related businesses, until his retirement in 1998.

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Cropper also provides cross board experience.

Guderian joined the board of directors of our general partner in May 2012.

On May 25, 2023, Mr.

Cropper notified the Partnership that he will be resigning from his board position effective June 2, 2023.

Guderian joined the board of directors of our GP in May 2012.

Guderian currently serves as a Principal of BKG Consulting LLC, an energy related consulting firm.

Guderian has served as Executive Vice President of Business Development of WPX Energy, Inc.

(“WPX”) from February 2018 until his retirement in January 2021.

Guderian has served as Executive Vice President of Business Development of WPX from February 2018 until his retirement in January 2021.

Guderian served as Senior Vice President of Business Development of WPX from October 2014 to February 2018 and as Senior Vice President of Operations of WPX from August 2011 to October 2014.

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Guderian brings considerable upstream experience to the board including executive, operational and financial expertise from 30 years of petroleum industry involvement, the majority of which has been focused in exploration and production.

Raymond joined the board of directors of our general partner in August 2013.

Raymond joined the board of directors of our GP in August 2013.

Raymond is the Founder and Majority Owner of The Energy & Minerals Group (“EMG”) of which he has been a Managing Partner and the Chief Executive Officer since its September 2006 inception.

Raymond has held executive leadership positions with various energy companies, including President and Chief Executive Officer of Plains Resources Inc.

(the predecessor entity of Vulcan Energy Corporation), President and Chief Operating Officer of Plains Exploration and Production Company and was a Director of Plains All American Pipeline, LP.

(the predecessor entity of Vulcan

Energy Corporation), President and Chief Operating Officer of Plains Exploration and Production Company and was a Director of Plains All American Pipeline, LP.

Raymond also currently serves as a director of Ferus Inc., Ferus Natural Gas Fuels Inc., MarkWest Utica EMG, LLC, Medallion Midstream, LLC and PAA GP Holdings LLC.

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Raymond also provides cross board experience.

Reiners joined the board of directors of our general partners in December 2019 and was appointed to serve on the Audit Committee.

Reiners joined the board of directors of our GP in December 2019 and was appointed to serve on the Audit Committee.

Reiners currently serves as the President of Contango Energy Capital LLC, a privately held investment and consulting firm.

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and ONEOK Partners, L.P.

from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice President, Chief Financial Officer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019.

from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice President, Chief Financial Officer and Treasurer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019.

Prior to joining ONEOK, Mr.

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Reiners provides valuable insight into our business and industry.

Wade has served on the board of directors of our general partner since February 2021.

Wade has served on the board of directors of our GP since February 2021.

Wade is the President of EIG Global Energy Partners (“EIG”) and a member of its Investment and Executive Committees.

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Director Appointment Rights

The Limited Liability Company Agreement of NGL Energy Holdings LLC grants certain parties the right to designate a specified number of persons to serve on the board of directors of our general partner.

EMG NGL HC LLC has the right to designate one person to serve on the board of directors of our general partner, and has designated John T.

EIG has the right to designate one person to serve on the board of directors of our general partner, and has designated Randall S.

The Limited Liability Company Agreement of NGL Energy Holdings LLC grants certain parties the right to designate a specified number of persons to serve on the board of directors of our GP.

EMG NGL HC LLC has the right to designate one person to serve on the board of directors of our GP, and has designated John T.

EIG has the right to designate one person to serve on the board of directors of our GP, and has designated Randall S.

The Coady Group (which consists of certain entities controlled by Shawn W.

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Coady) and the investors who formed the Partnership (“IEP Parties”) (which consists of certain entities controlled by H.

Michael Krimbill, and two other investors) each have the right to designate one person to serve on the board of directors of our general partner.

Michael Krimbill, and two other investors) each have the right to designate one person to serve on the board of directors of our GP.

The Coady Group has designated Shawn W.

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Board Leadership Structure and Role in Risk Oversight

The board of directors of our general partner believes that whether the offices of chairman of the board and chief executive officer are combined or separated should be decided by the board, from time to time, in its business judgment after considering relevant circumstances.

The board of directors of our general partner currently does not have a chairman, although our chief executive officer, Mr.

The board of directors of our GP believes that whether the offices of chairman of the board and chief executive officer are combined or separated should be decided by the board, from time to time, in its business judgment after considering relevant circumstances.

The board of directors of our GP currently does not have a chairman, although our chief executive officer, Mr.

Krimbill, presides over the meetings.

The board of directors and its committees regularly review material operational, financial, compensation and compliance risks with senior management.

The board of directors of our GP and its committees regularly review material operational, financial, compensation and compliance risks with senior management.

In particular, the audit committee is responsible for risk oversight with respect to financial and compliance risks and risks relating to our audit and independent registered public accounting firm.

Our compensation committee considers risk in connection with its design and evaluation of compensation programs for our senior management.

Each committee regularly reports to the board of directors regarding its respective risk oversight role.

Each committee regularly reports to the board of directors of our GP regarding its respective risk oversight role.

Audit Committee

The board of directors of our general partner has established an audit committee.

The board of directors of our GP has established an audit committee.

The audit committee assists the board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls.

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Reiners serves as the chairman.

The board of directors of our general partner has determined that Mr.

The board of directors of our GP has determined that Mr.

Reiners is an “audit committee financial expert” as defined under SEC rules and that each member of the audit committee is financially literate.

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Compensation Committee

The board of directors of our general partner has established a compensation committee.

The board of directors of our GP has established a compensation committee.

The compensation committee’s responsibilities include the following, among others:

• establishing the general partner’s compensation philosophy and objectives;

• establishing the GP’s compensation philosophy and objectives;

• approving the compensation of the Chief Executive Officer and other officers;

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Cropper serves as the chairman.

The board of directors of our general partner has determined that Mr.

The board of directors of our GP has determined that Mr.

Collingsworth and Mr.

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Corporate Governance

The board of directors of our general partner has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, or Code of Ethics, that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and all other senior financial and accounting officers of our general partner.

The board of directors of our GP has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, or Code of Ethics, that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and all other senior financial and accounting officers of our GP.

Amendments to or waivers from the Code of Ethics will be disclosed on our website.

The board of directors of our general partner has also adopted Corporate Governance Guidelines that outline important policies and practices regarding our governance and a Code of Business Conduct and Ethics that applies to the directors, officers and employees of our general partner and the Partnership.

We make available free of charge, within the “Governance” section of our website at www.nglenergypartners.com/governance, and in print to any unitholder who so requests, the Code of Ethics, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the charters of the audit committee and the compensation committee of the board of directors of our general partner.

The board of directors of our GP has also adopted Corporate Governance Guidelines that outline important policies and practices regarding our governance and a Code of Business Conduct and Ethics that applies to the directors, officers and employees of our GP and the Partnership.

Requests for print copies may be directed to Investor Relations at investorinfo@nglep.com or to Investor Relations, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136 or made by telephone at (918) 481-1119.

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Meeting of Non-Management Directors and Communications with Directors

At each quarterly meeting of the audit committee and/or the board of directors of our general partner, our independent directors meet in an executive session without participation by management or non-independent directors.

At each quarterly meeting of the audit committee and/or the board of directors of our GP, our independent directors meet in an executive session without participation by management or non-independent directors.

Reiners presides over these executive sessions.

Unitholders or interested parties may communicate directly with the board of directors of our general partner, any committee of the board, any independent directors, or any one director, by sending written correspondence by mail addressed to the board, committee or director to the attention of our Secretary at the following address:

Unitholders or interested parties may communicate directly with the board of directors of our GP, any committee of the board, any independent directors, or any one director, by sending written correspondence by mail addressed to the board, committee or director to the attention of our Secretary at the following address:

Name of the Director(s), c/o Secretary, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136.

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The year “2023” in the Compensation Discussion and Analysis and the summary compensation table refers to our fiscal year ended March 31, 2023.

The board of directors of our general partner has responsibility and authority for compensation-related decisions for our executive officers.

The board of directors has formed a compensation committee to develop our compensation program and to approve the compensation of the Chief Executive Officer and other officers.

The board of directors of our GP has responsibility and authority for compensation-related decisions for our executive officers.

The board of directors of our GP has formed a compensation committee to develop our compensation program and to approve the compensation of the Chief Executive Officer and other officers.

Our executive officers are also officers of our operating companies.

While we reimburse our general partner and its affiliates for all expenses they incur on our behalf, our executive officers do not receive any additional compensation for the services they provide to our general partner.

While we reimburse our GP and its affiliates for all expenses they incur on our behalf, our executive officers do not receive any additional compensation for the services they provide to our GP.

Our “named executive officers” for fiscal year 2023 were:

Michael Krimbill–Chief Executive Officer

Bridges–Executive Vice President and Chief Financial Officer (effective September 30, 2021)

Cooper–Executive Vice President and Chief Financial Officer (effective January 13, 2023)

• Lawrence J.

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McMurray–Executive Vice President and General Counsel and Secretary

Ciolek–Executive Vice President, Strategic Initiatives

Karlovich III–Former Executive Vice President and Chief Financial Officer (resigned effective September 30, 2021)

Bridges–Executive Vice President and Chief Financial Officer (resigned effective January 13, 2023)

Ciolek–Executive Vice President, Strategic Initiatives (resigned effective October 21, 2022)

Compensation Philosophy

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• Role of Management:

Our Chief Executive Officer provides periodic recommendations to the compensation committee and the board of directors regarding the compensation of our named executive officers, other than his own.

Our Chief Executive Officer provides periodic recommendations to the compensation committee and the board of directors of our GP regarding the compensation of our named executive officers, other than his own.

• Role of the Compensation Committee’s Consultant:

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Michael Krimbill 625,000 700,000

Bridges — 500,000

Cooper — 500,000

Thuillier 312,000 335,000

McMurray 500,000 500,000

Bridges 500,000 500,000

Ciolek 500,000 500,000

Karlovich III 500,000 500,000

Thuillier and McMurray’s base salary rates became effective March 28, 2021.

All other named executive officers’ base salary rates were effective April 1, 2020, other than Ms.

Bridges who was not serving as a named executive officer during the relevant fiscal year.

Bridges base salary rate became effective with her appointment to Executive Vice President and Chief Financial Officer on September 30, 2021.

Bridges base salary became effective with her appointment to Executive Vice President and Chief Financial Officer on September 30, 2021.

Thuillier’s base salary rate became effective on January 16, 2022.

Karlovich’s base salary rate for the fiscal year was prorated through September 30, 2021, the date of his resignation from employment.

All other named executive officers’ base salary rates were effective April 1, 2021.

Discretionary Cash Bonus Awards

None of the named executive officers is subject to a formal cash bonus plan, and any cash bonuses are at the discretion of the compensation committee of the board of directors.

During fiscal year 2022, cash bonuses of $0.3 million were paid to

Ciolek and Mr.

McMurray and cash bonuses of $0.2 million were paid to both Ms.

All other named executive officers’ base salary rates were effective April 1, 2021, other than Mr.

Cooper who was not serving as a named executive officer during the relevant fiscal year.

Cooper’s base salary rate increased from $375,000 effective with his appointment to Executive Vice President and Chief Financial Officer on January 13, 2023.

Krimbill’s and Mr.

Thuillier’s base salary rate became effective on March 26, 2023.

Bridges and Mr.

Ciolek’s base salary rates for the fiscal year were prorated through January 13, 2023 and October 21, 2022, respectively, the dates of their resignation from employment.

McMurray’s base salary rate was effective April 1, 2022.

Discretionary Cash Bonus Awards

None of the named executive officers is subject to a formal cash bonus plan, and any cash bonuses are at the discretion of the compensation committee of the board of directors of our GP.

During fiscal year 2023, cash bonuses of $0.8 million, $0.5

million, $0.4 million and $0.2 million were paid to Ms.

McMurray, Mr.

Cooper and Mr.

Thuillier, respectively.

Krimbill nor Mr.

Karlovich received a cash bonus during fiscal year 2022.

Ciolek received a cash bonus during fiscal year 2023.

Long-Term Equity Incentive Awards

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The LTIP expired with respect to future awards on May 10, 2021.

Prior to expiring, on May 5, 2021, the compensation committee of our board of directors granted certain restricted units to the named executive officers, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”).

See “ 2022 Grants of Plan Based Awards ” for details about the number of restricted Service Award units granted in fiscal year 2022 and the relevant vesting terms.

The following table summarizes Service Award units activity for all outstanding Service Award grants during fiscal year 2022 with respect to the named executive officers:

Restricted units granted prior to the LTIP expiring will continue to vest subject to the continued service of the recipients through the vesting date (the “Service Awards”).

The following table summarizes Service Awards activity for all outstanding Service Awards during fiscal year 2023 with respect to the named executive officers:

Unvested Units at Unvested Units at

Name March 31, 2021 Units Granted Units Vested Units Forfeited March 31, 2022

Name March 31, 2022 Units Vested Units Forfeited March 31, 2023

Michael Krimbill (1) 187,500 (125,000) — 62,500

Bridges (2) 6,250 100,000 (31,250) — 75,000

Thuillier (2) 41,250 (27,500) — 13,750

McMurray (3) 112,500 (75,000) — 37,500

Bridges (4) 75,000 (25,000) (50,000) —

Ciolek (5) 112,500 — (112,500) —

Karlovich III (6) 12,500 150,000 — (162,500) —

Krimbill vested in 62,500 Service Awards on November 14, 2022 and 62,500 Service Awards on February 13, 2023.

He was granted 250,000 Service Awards on May 5, 2021.

Bridges vested in 6,250 Service Awards on November 12, 2021 and 25,000 Service Awards on February 10, 2022.

She was granted 100,000 Service Awards on May 5, 2021.

Thuillier vested in 13,750 Service Awards on November 14, 2022 and 13,750 Service Awards on February 13, 2023.

He was granted 55,000 on May 5, 2021.

McMurray vested in 37,500 Service Awards on November 14, 2022 and 37,500 Service Awards on February 13, 2023.

He was granted 150,000 Service Awards on May 5, 2021.

Ciolek vested in 12,500 Service Awards on November 12, 2021 and 37,500 Service Awards on February 10, 2022.

He was granted 150,000 Service Awards on May 5, 2021.

Karlovich was granted 150,000 Service Awards on May 5, 2021.

He forfeited all outstanding Service Awards upon his resignation from employment on September 30, 2021.

The following table summarizes the vesting dates of unvested Service Award units at March 31, 2022:

Units by Vesting Date Unvested Units at

Name November 14, 2022 February 13, 2023 November 15, 2023 March 31, 2022

Michael Krimbill 62,500 62,500 62,500 187,500

Bridges 25,000 25,000 25,000 75,000

Thuillier 13,750 13,750 13,750 41,250

McMurray 37,500 37,500 37,500 112,500

Ciolek 37,500 37,500 37,500 112,500

Bridges vested in 25,000 Service Awards on November 14, 2022.

She forfeited all remaining outstanding Service Awards upon her resignation from employment on January 13, 2023.

Ciolek forfeited all outstanding Service Awards upon his resignation from employment on October 21, 2022.

The unvested Service Awards at March 31, 2023 vest on November 15, 2023, subject to the continued service of the named executive officers through such vesting date.

Severance and Change in Control Benefits

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McMurray, who is entitled to receive severance benefits pursuant to his employment agreement in the event of certain terminations of his employment (as described below after the “Summary Compensation Table” under the heading, “Employment Agreement with Mr.

The board of directors has the option to accelerate the vesting of the Service Awards in the event of a change in control of the Partnership, although it is not under any obligation to do so.

If the board of directors were to exercise its discretion to accelerate the vesting of Service Awards upon a change in control, that hypothetically occurred on March 31, 2022, the value of such units would be the same as reported in the “Outstanding Equity Awards at March 31, 2022” table below (in the “Market Value of Service Award Units that Have Not Yet Vested” column).

The board of directors of our GP has the option to accelerate the vesting of the Service Awards in the event of a change in control of the Partnership, although it is not under any obligation to do so.

If the board of directors of our GP were to exercise its discretion to accelerate the vesting of Service Awards upon a change in control, that hypothetically occurred on March 31, 2023, the value of such units would be the same as reported in the “Outstanding Equity Awards at March 31, 2023” table below (in the “Market Value of Service Award Units that Have Not Yet Vested” column).

We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis.

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Compensation Committee Report

The compensation committee of the board of directors of our general partner has reviewed and discussed the Compensation Discussion and Analysis set forth above with management.

Based on this review and discussion, the compensation committee recommended to the board of directors of our general partner that the Compensation Discussion and Analysis be included in this Annual Report.

The compensation committee of the board of directors of our GP has reviewed and discussed the Compensation Discussion and Analysis set forth above with management.

Based on this review and discussion, the compensation committee recommended to the board of directors of our GP that the Compensation Discussion and Analysis be included in this Annual Report.

Members of the Compensation Committee:

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Guderian served on the compensation committee.

None of these individuals is an employee or an officer of our general partner.

None of these individuals is an employee or an officer of our GP.

Summary Compensation Table

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Name and Position Fiscal

($) Restricted Unit

(Service Awards) (1)

($) Stock Awards (1)

($) All Other

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2021 625,000 — — 17,632 642,632

Bridges (3) 2022 413,846 200,000 215,000 15,632 844,478

Cooper (3) 2023 413,942 375,000 — 17,573 806,515

Executive Vice President and

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General Counsel and Secretary 2021 375,000 600,000 — 9,210 984,210

Bridges (4) 2023 423,076 750,000 — 9,548 1,182,624

Executive Vice President and 2022 413,846 200,000 215,000 15,632 844,478

Chief Financial Officer

Ciolek (5) 2023 307,692 — — 8,030 315,722

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Strategic Initiatives 2021 500,000 — — 15,390 515,390

Karlovich III (4) 2022 276,923 — 322,500 6,907 606,330

Executive Vice President and 2021 500,000 600,000 — 12,759 1,112,759

Chief Financial Officer 2020 500,000 500,000 100,012 6,900 1,106,912

(1) The fair values of the restricted units shown in the table above were calculated in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation.

For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted unit awards, see Note 9 to our consolidated financial statements included in this Annual Report.

(2) The amounts in this column include matching contributions to our 401(k) plan and taxable group term life insurance.

(2) The amounts in this column primarily represent matching contributions to our 401(k) plan.

Cooper became Executive Vice President and Chief Financial Officer effective January 13, 2023, and thus was not a named executive officer prior to fiscal year 2023.

Bridges became Executive Vice President and Chief Financial Officer effective September 30, 2021, and thus was not a named executive officer prior to fiscal year 2022.

Karlovich resigned as Executive Vice President and Chief Financial Officer effective September 30, 2021.

Bridges resigned as Executive Vice President and Chief Financial Officer effective January 13, 2023.

Ciolek resigned as Executive Vice President, Strategic Initiatives effective October 21, 2022.

Employment Agreement with Mr.

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McMurray remained employed for an additional three years following his termination, and (iii) his target annual bonus for the performance year in which his termination occurs.

McMurray would also be entitled to receive

the severance benefits described in the foregoing sentence in the event that he voluntarily resigns due to a “constructive discharge,” which circumstances would include (1) a reduction of Mr.

McMurray would also be entitled to receive the severance benefits described in the foregoing sentence in the event that he voluntarily resigns due to a “constructive

discharge,” which circumstances would include (1) a reduction of Mr.

McMurray’s annual base salary below $250,000 (other than an across-the-board, pro rata reduction of no more than 10% applicable to all similarly situated executive officers of the Partnership) or the Partnership’s failure to provide Mr.

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Restricted Unit Awards

During fiscal year 2022, the compensation committee granted Service Awards to the named executive officers.

2022 Grants of Plan Based Awards

The following table summarizes the number of restricted Service Award units granted to our named executive officers, and their grant date fair values:

Name Grant Date Total Number of Service Award

Units (#) Grant Date Fair Value of

Service Award Units

Michael Krimbill May 5, 2021 250,000 537,500

Bridges May 5, 2021 100,000 215,000

Thuillier May 5, 2021 55,000 118,250

McMurray May 5, 2021 150,000 322,500

Ciolek May 5, 2021 150,000 322,500

Karlovich III May 5, 2021 150,000 322,500

(1) The fair values of the restricted Service Award units shown in the table above were calculated in accordance with ASC Topic 718, Stock Compensation, and does not represent the amount actually realized by the named executive officer at vesting, which may be more or less than the amount reported in the table above.

The 2022 Service Awards vest and settle in common units.

During fiscal year 2022, the compensation committee granted Service Awards to the named executive officers for which units vest in substantially equal installments on February 10, 2022, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service of the recipients through each such vesting date.

During fiscal year 2023, no Service Awards were granted to the named executive officers due to the expiration of the LTIP, as discussed above.

All of the unvested Service Awards as of March 31, 2023 vest on November 15, 2023, subject to the continued service of the named executive officers through such vesting date.

Outstanding Equity Awards at March 31, 2023

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Michael Krimbill 62,500 181,250

Bridges 75,000 166,500

Thuillier 13,750 39,875

McMurray 37,500 108,750

Bridges (3) — —

Ciolek (4) — —

Karlovich III (3) — —

(1) Reflects Service Awards that have not vested and are held by each named executive officer.

The outstanding Service Awards units vest in substantially equal installments on November 14, 2022, February 13, 2023 and November 15, 2023.

The outstanding Service Awards vest on November 15, 2023.

(2) Calculated based on the closing market price of our common units at March 31, 2023 of $2.90.

No adjustments were made to reflect the fact that the restricted units are not entitled to distributions during the vesting period.

Karlovich resigned effective September 30, 2021 resulting in the forfeiture of his Service Awards.

Bridges resigned effective January 13, 2023 resulting in the forfeiture of her Service Awards.

As a result, Ms.

Bridges did not have any outstanding equity awards as of March 31, 2023.

Ciolek resigned effective October 21, 2022 resulting in the forfeiture of his Service Awards.

As a result, Mr.

Karlovich did not have any outstanding equity awards as of March 31, 2022.

Ciolek did not have any outstanding equity awards as of March 31, 2023.

2023 Units Vested

During fiscal year 2022, certain of the restricted Service Awards vested.

During fiscal year 2023, certain of the Service Awards vested.

The following table summarizes the value of the awards on the vesting date which was calculated based of the closing market price per common unit on the vesting dates.

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Michael Krimbill (1) 125,000 231,563

Bridges (2) 31,250 63,250

Thuillier (2) 27,500 50,944

McMurray (3) 75,000 138,938

Bridges (4) 25,000 32,750

Ciolek (5) — —

Karlovich III (6) — —

Krimbill vested in 62,500 Service Awards on November 14, 2022 and 62,500 Service Awards on February 13, 2023.

Bridges vested in 6,250 Service Awards on November 12, 2021 and 25,000 Service Awards on February 10, 2022.

Thuillier vested in 13,750 Service Awards on November 14, 2022 and 13,750 Service Awards on February 13, 2023.

McMurray vested in 37,500 Service Awards on November 14, 2022 and 37,500 Service Awards on February 13, 2023.

Ciolek vested in 12,500 Service Awards on November 12, 2021 and 37,500 Service Awards on February 10, 2022.

Karlovich forfeited all outstanding Service Awards upon his resignation from employment on September 30, 2021.

Bridges vested in 25,000 Service Awards on November 14, 2022.

She forfeited all remaining outstanding Service Awards upon her resignation from employment on January 13, 2023.

Ciolek forfeited all outstanding Service Awards upon his resignation from employment on October 21, 2022.

Upon vesting, certain of the named executive officers elected for us to remit payments to taxing authorities in lieu of issuing common units.

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Michael Krimbill 125,000 — 125,000

Bridges 16,753 14,497 31,250

Thuillier 15,743 11,757 27,500

McMurray 41,581 33,419 75,000

Ciolek 50,000 — 50,000

Bridges 14,474 10,526 25,000

Potential Payments Upon Termination or Change in Control

We do not provide any severance or change of control benefits to our named executive officers , other than Mr.

We do not provide any severance or change in control benefits to our named executive officers , other than Mr.

McMurray, who is entitled to receive severance benefits for certain types of terminations (as described in more detail above under the heading, “Employment Agreement with Mr.

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$ 500,000 $ 108,750 $ 500,000 $ 1,108,750

The board of directors has the option to accelerate the vesting of the Service Awards in the event of a change in control of the Partnership, although it is not under any obligation to do so.

If the board of directors were to exercise its discretion to accelerate the vesting of Service Awards upon a change in control, that hypothetically occurred on March 31, 2022, the value of such units would be the same as reported in the “Outstanding Equity Awards at March 31, 2022” table above (in the “Market Value of Service Award Units that Have Not Yet Vested” column).

If the board of directors of our GP were to exercise its discretion to accelerate the vesting of Service Awards upon a change in control, that hypothetically occurred on March 31, 2023, the value of such units would be the same as reported in the “Outstanding Equity Awards at March 31, 2023” table above (in the “Market Value of Service Award Units that Have Not Yet Vested” column).

Pay Ratio Disclosure

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The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices.

As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

As such, the pay

ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Hedging of Partnership Common Units

Our Supplemental Trading Policy prohibits directors, named executive offices and other designated employees from engaging in hedging activities with respect to our common units.

Our supplemental trading policy prohibits directors, named executive offices and other designated employees from engaging in the following transactions:

(i) trade in puts or calls or engage in short sales with respect to our common units, or (ii) engage in certain hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds, that are designed to hedge or offset a decrease in the market value of their holdings.

Our supplemental trading policy also specifies that officers, certain employees and directors may not pledge our common units as collateral for any loan without prior notice and these individuals may not hold our common units in a margin account unless our common units are not taken into account in determining their margin requirements and they have given prior notice to their broker of their affiliation and status with the Partnership and any restrictions applicable to our common units with respect to their sale.

Director Compensation

Officers or employees of our general partner or its affiliates who also serve as directors do not receive additional compensation for their service as a director of our general partner.

Each director who is not an officer or employee of our general partner or its affiliates receives the following cash compensation for his board service:

Officers or employees of our GP or its affiliates who also serve as directors do not receive additional compensation for their service as a director of our GP.

Each director who is not an officer or employee of our GP or its affiliates receives the following cash compensation for his board service:

• an annual retainer of $80,000;

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• an annual retainer of $10,000 for each member of the compensation committee other than the chairman.

In addition, each director who is not an officer or employee of our general partner or its affiliates has been granted awards of restricted units.

In addition, each director who is not an officer or employee of our GP or its affiliates has been granted awards of restricted units.

All of our directors are also reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings.

Each director is indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

The following table summarizes the compensation earned during fiscal year 2022 by each director who is not an officer or employee of our general partner or its affiliates:

Due to the expiration of the LTIP, as discussed above, no restricted units were granted to the directors who are not officers or employees of our GP or its affiliates during fiscal year 2023.

The following table summarizes the compensation earned during fiscal year 2023 by each director who is not an officer or employee of our GP or its affiliates:

Name Fees Earned or

($) Restricted Unit

Coady 80,000 80,000

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Reiners 100,000 100,000

(1) The amounts reflected in this column represent the grant date fair value of each director’s May 5, 2021 award of 50,000 restricted units, which were calculated in accordance with ASC Topic 718, Stock Compensation.

See table below for discussion of the vesting of these grants.

On May 24, 2023, the board of directors of our GP approved the following changes to the compensation for each director who is not an officer or employees of our GP or its affiliates:

• an annual retainer of $180,000;

• an annual retainer of $25,000 for the chairman of the audit committee;

• an annual retainer of $15,000 for the chairman of the compensation committee;

• an annual retainer of $15,000 for each member of the audit committee other than the chairman;

• an annual retainer of $10,000 for each member of the compensation committee other than the chairman.

Long-Term Equity Incentive Awards

The following table summarizes Service Award units activity during fiscal year 2022 with respect to each director who is not an officer or employee of our general partner or its affiliates:

The following table summarizes Service Awards activity during fiscal year 2023 with respect to each director who is not an officer or employee of our GP or its affiliates:

Unvested Units at Unvested Units at

Name March 31, 2021 Units Granted Units Vested (1) March 31, 2022 (2)

Name March 31, 2022 Units Vested (1) March 31, 2023 (2)

Coady 37,500 (25,000) 12,500

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(1) 12,500 Service Awards vested on November 14, 2022 and 12,500 Service Awards vested on February 13, 2023.

(2) 12,500 Service Awards will vest on November 14, 2022, 12,500 Service Awards will vest on February 13, 2023 and 12,500 Service Awards will vest on November 15, 2023, subject to the continued service of the recipients through each such vesting date.

(2) 12,500 Service Awards will vest on November 15, 2023, subject to the continued service of the recipients through such vesting date.

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table summarizes the beneficial ownership, as of June 1, 2022, of our common units by:

The following table summarizes the beneficial ownership, as of May 26, 2023, of our common units by:

• each person or group of persons known by us to be a beneficial owner of more than 5% of our outstanding common units;

• each director of our general partner;

• each named executive officer of our general partner;

• all directors and executive officers of our general partner as a group.

• each director of our GP;

• each named executive officer of our GP;

• all directors and executive officers of our GP as a group.

Beneficial Owners Common Units

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Bridges (4) 76,639 *

Ciolek (5) 194,764 *

John A Ciolek (5) 307,264 *

Coady (6) 2,639,695 2.00 %

Collingsworth (7) 527,370 *

Cooper 200,000 *

Cropper (8) 112,500 *

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* Less than 1.0%

(1) Based on 130,695,970 common units outstanding at June 1, 2022.

(1) Based on 131,927,343 common units outstanding at May 26, 2023.

(2) The mailing address for Invesco Ltd.

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For purposes of calculating ownership percentages, the units underlying the warrants are only deemed outstanding for purposes of calculating EIG Neptune’s percentage.

(4) Does not include 75,000 unvested units, of which 25,000 will vest on each of the following dates, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service through each such vesting date.

(5) Does not include 112,500 unvested units, of which 37,500 will vest on each of the following dates, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service through each such vesting date.

(4) Information contained in the table above is based on the Form 4 filed with the SEC on November 16, 2022.

Bridges resigned as our Executive Vice President and Chief Financial Officer effective January 13, 2023.

Open market purchases or sales, if any, by Ms.

Bridges of our common units since the date she ceased serving as our Executive Vice President and Chief Financial Officer are not known by us or reported in this table.

(5) Information contained in the table above is based on the Form 4 filed with the SEC on February 11, 2022.

Ciolek resigned as our Executive Vice President, Strategic Initiatives effective October 21, 2022.

Open market purchases or sales, if any, by Mr.

Ciolek of our common units since the date he ceased serving as our Executive Vice President, Strategic Initiatives are not known by us or reported in this table.

Coady owns 159,804 of these common units.

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The Colleen Blair Coady Trust, of which the reporting person is the trustee, owns 12,250 of these common units.

Coady also owns a 12.27% interest in our general partner through Coady Enterprises, LLC, of which he owns 100% of the membership interests.

Coady also owns a 12.27% interest in our GP through Coady Enterprises, LLC, of which he owns 100% of the membership interests.

Collingsworth owns 515,000 of these common units.

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Cropper, are the trustees, owns 25,000 of these common units.

Krimbill owns 2,241,115 of these common units, which does not include 187,500 unvested units, of which 62,500 will vest on each of the following dates, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service through each such vesting date.

Krimbill owns 2,876,115 of these common units, which does not include 62,500 unvested units which will vest on November 15, 2023, subject to the continued service through such vesting date.

All of the unvested units noted above were reported on Mr.

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Michael Krimbill via his ownership of its general partner, Krimbill Holding Company.

Michael Krimbill may be deemed to

have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

KrimGP2010 LLC owns 363,555 of these common units.

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Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Michael Krimbill also owns a 14.81% interest in our general partner through KrimGP2010, LLC, of which he owns 100% of the membership interests.

(10) Does not include 112,500 unvested units, of which 37,500 will vest on each of the following dates, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service through each such vesting date.

McMurray owns a 0.25% interest in our general partner through MCM Investments, LLC, of which he owns 100% of the membership interests.

(11) Does not include 41,250 unvested units, of which 13,750 will vest on each of the following dates, November 14, 2022, February 13, 2023 and November 15, 2023, subject to the continued service through each such vesting date.

(12) The directors and executive officers of our general partner also collectively own a 29.69% interest in our general partner.

Michael Krimbill also owns a 15.10% interest in our GP through KrimGP2010, LLC, of which he owns 100% of the membership interests.

(10) Does not include 37,500 unvested units which will vest on November 15, 2023, subject to the continued service through such vesting date.

McMurray owns a 0.25% interest in our GP through MCM Investments, LLC, of which he owns 100% of the membership interests.

(11) Does not include 13,750 unvested units which will vest on November 15, 2023, subject to the continued service through such vesting date.

(12) The directors and executive officers of our GP, as of May 26, 2023, also collectively own a 29.73% interest in our GP.

Unless otherwise noted, each of the individuals listed above is believed to have sole voting and investment power with respect to the units beneficially held by them.

The mailing address for each of the officers and directors of our general partner listed above is 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136.

The mailing address for each of the officers and directors of our GP listed above is 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136.

Securities Authorized for Issuance Under Equity Compensation Plan

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Total 627,975 — —

(1) Our general partner adopted the LTIP in connection with the completion of our initial public offering (“IPO”) in May 2011, which did not require the approval of our unitholders.

Prior to the expiration of the LTIP on May 10, 2021, we granted approximately 3.3 million common units as Service Awards, which will vest in our 2023 and 2024 fiscal years.

(1) Our GP adopted the LTIP in connection with the completion of our initial public offering (“IPO”) in May 2011, which did not require the approval of our unitholders.

Prior to the expiration of the LTIP on May 10, 2021, we granted approximately 3.3 million common units as Service Awards, and the remaining Service Awards under this grant will vest in our 2024 fiscal year.

Due to the LTIP expiring, we have no common units available for grant and any current unvested Service Awards that are forfeited or canceled will not be available for future grants.

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Our directors, executive officers, and greater than 5% unitholders collectively own an aggregate of 45,268,841 common units, representing an aggregate 34.31% limited partner interest in us.

In addition, our general partner owns a 0.1% general partner interest in us and all of our incentive distribution rights (“IDRs”).

As of March 31, 2022, we owned 8.69% of our general partner.

In addition, our GP owns a 0.1% GP interest in us and all of our incentive distribution rights (“IDRs”).

As of March 31, 2023, we owned 8.69% of our GP.

Distributions and Payments to Our General Partner and Its Affiliates

Our general partner and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses.

Our general partner determines the amount of these expenses.

In addition, our general partner owns the 0.1% general partner interest and all of the IDRs.

Our general partner is entitled to receive incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in our partnership agreement.

The following table summarizes the distributions and payments to be made by us to our directors, executive officers, and greater than 5% unitholders and our general partner in connection with our ongoing operation and any liquidation.

Our GP and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses.

Our GP determines the amount of these expenses.

In addition, our GP owns the 0.1% GP interest and all of the IDRs.

Our GP is entitled to receive incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in our Partnership Agreement.

The following table summarizes the distributions and payments to be made by us to our directors, executive officers, and greater than 5% unitholders and our GP in connection with our ongoing operation and any liquidation.

These distributions and payments were determined by and among affiliated entities before our IPO and, consequently, are not the result of arm’s length negotiations.

Operation Stage

Distributions of available cash to our directors, executive officers, and greater than 5% unitholders and our general partner We generally make cash distributions 99.9% to our unitholders pro rata, including our directors, executive officers, and greater than 5% unitholders as the holders of an aggregate 44,208,446 common units, and 0.1% to our general partner.

In addition, when distributions exceed the minimum quarterly distribution and other higher target distributions levels, our general partner is entitled to increasing percentages of the distributions, up to 48.1% of the distributions above the highest target distribution level.

If our general partner elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its general partner interest.

Distributions of available cash to our directors, executive officers, and greater than 5% unitholders and our GP

We generally make cash distributions 99.9% to our unitholders pro rata, including our directors, executive officers, and greater than 5% unitholders as the holders of an aggregate 45,268,841 common units, and 0.1% to our GP.

In addition, when distributions exceed the minimum quarterly distribution and other higher target distributions levels, our GP is entitled to increasing percentages of the distributions, up to 48.1% of the distributions above the highest target distribution level.

If our GP elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its GP interest.

As described in Note 7 to our consolidated financial statements included in this Annual Report, the indenture to the 2026 Senior Secured Notes restricts us from paying distributions until our total leverage ratio (as defined in the indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00.

In addition, quarterly distributions on the preferred units must be fully paid for all preceding fiscal quarters before we are permitted to declare or pay any distributions on our common units.

Payments to our general partner and its affiliates Our general partner and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses.

As the sole purpose of the general partner is to act as our general partner, substantially all of the expenses of our general partner are incurred on our behalf and reimbursed by us or our subsidiaries.

Our general partner determines the amount of these expenses.

Withdrawal or removal of our general partner If our general partner withdraws or is removed, its general partner interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Payments to our GP and its affiliates

As the sole purpose of the GP is to act as our GP, substantially all of the expenses of our GP are incurred on our behalf and reimbursed by us or our subsidiaries.

Our GP determines the amount of these expenses.

Withdrawal or removal of our GP

If our GP withdraws or is removed, its GP interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Liquidation Stage

Liquidation Upon our liquidation, our partners, including our general partner, will be entitled to receive liquidating distributions according to their respective capital account balances.

Liquidation Upon our liquidation, our partners, including our GP, will be entitled to receive liquidating distributions according to their respective capital account balances.

Transactions with Related Persons

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Travis Krimbill, an employee of the Partnership, is the son of H.

Michael Krimbill, who is a named executive officer of the Partnership and a member of the board of directors.

Michael Krimbill, who is a named executive officer of the Partnership and a member of the board of directors of our GP.

Travis Krimbill does not report to H.

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Registration Rights Agreement

We have entered into a registration rights agreement (as amended, the “Registration Rights Agreement”) with certain third parties (the “registration rights parties”) pursuant to which we agreed to register for resale under the Securities Act of 1933, as amended (“Securities Act”) common units owned by the parties to the Registration Rights Agreement.

We have entered into a registration rights agreement (as amended, the “Registration Rights Agreement”) with certain third parties (the “Registration Rights Parties”) pursuant to which we agreed to register for resale under the Securities Act of 1933, as amended (“Securities Act”) common units owned by the Registration Rights Parties.

In connection with our IPO, we granted registration rights to the NGL Energy GP Investor Group, and subsequently, we have granted registration rights in connection with several acquisitions.

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Review, Approval or Ratification of Transactions with Related Parties

The board of directors of our general partner has adopted a Code of Business Conduct and Ethics that, among other things, sets forth our policies for the review, approval and ratification of transactions with related persons.

The Code of Business Conduct and Ethics provides that the board of directors of our general partner or its authorized committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions.

In the event that the board of directors of our general partner or its authorized committee considers ratification of a related person transaction and determines not to so ratify, the Code of Business Conduct and Ethics provides that our officers will make all reasonable efforts to cancel or annul the transaction.

The Code of Business Conduct and Ethics provides that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, the board of directors of our general partner or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to:

The board of directors of our GP has adopted a Code of Business Conduct and Ethics that, among other things, sets forth our policies for the review, approval and ratification of transactions with related persons.

The Code of Business Conduct and Ethics provides that the board of directors of our GP or its authorized committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions.

In the event that the board of directors of our GP or its authorized committee considers ratification of a related person transaction and determines not to so ratify, the Code of Business Conduct and Ethics provides that our officers will make all reasonable efforts to cancel or annul the transaction.

The Code of Business Conduct and Ethics provides that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, the board of directors of our GP or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to:

• whether there is an appropriate business justification for the transaction;

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The NYSE does not require a listed publicly traded limited partnership like NGL to have a majority of independent directors on the board of directors of its general partner.

For a discussion of the independence of the board of directors of our general partner, see Part III, Item 10–“Directors, Executive Officers and Corporate Governance–Board of Directors of our General Partner.”

For a discussion of the independence of the board of directors of our GP, see Part III, Item 10–“Directors, Executive Officers and Corporate Governance–Board of Directors of our General Partner.”

Principal Accountant Fees and Services

We have engaged Grant Thornton LLP as our independent registered public accounting firm.

The following table summarizes fees we have paid Grant Thornton LLP to audit our annual consolidated financial statements and for other services for the periods indicated:

The following table summarizes fees we have paid Grant Thornton LLP for the periods indicated:

(in thousands)

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Total $ 1,769 $ 1,882

(1) Includes fees for audits of the Partnership’s financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and the preparation of letters to underwriters and other requesting parties.

(2) Includes fees in fiscal year 2021 for review services for one of our subsidiaries.

Audit Committee Approval of Audit and Non-Audit Services

The audit committee of the board of directors of our general partner has adopted a pre-approval policy with respect to services which may be performed by Grant Thornton LLP.

This policy lists specific audit-related services as well as any other services that Grant Thornton LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional audit committee authorization.

The audit committee receives quarterly reports on the status of expenditures pursuant to the pre-approval policy.

The audit committee reviews the policy at least annually in order to approve services and limits for the current year.

Any service that is not clearly enumerated in the policy must receive specific pre-approval by the audit committee prior to engagement.

In fiscal years 2023 and 2022, all of Grant Thornton LLP’s services were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules

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001-35172) filed with the SEC on November 1, 2019)

2.5 Membership Interest Purchase Agreement, dated as of June 18, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on June 21, 2021)

2.5 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on April 3, 2023) .

2.6 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on April 3, 2023) .

3.1 Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No.

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001-35172) filed with the SEC on November 1, 2019)

Exhibit Number Description

3.14 First Amendment to Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of February 4, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on February 8, 2021)

Exhibit Number Description

4.1 First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E.

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001-35172) filed with the SEC on December 5, 2013)

4.12 Indenture, dated as of October 24, 2016, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on October 24, 2016)

4.13 Forms of 7.5% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 and included as Exhibits A1 and A2 to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on October 24, 2016)

4.14 Registration Rights Agreement, dated as of October 24, 2016, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and Barclays Capital Inc.

as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on October 24, 2016)

4.15 First Supplemental Indenture, dated as of February 21, 2017, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019)

4.16 Second Supplemental Indenture, dated as of July 18, 2018, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019)

4.17 Third Supplemental Indenture, dated as of January 25, 2019, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019)

4.18 Fourth Supplemental Indenture, dated as of October 31, 2019, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended September 30, 2019 filed with the SEC on November 8, 2019)

4.19 Fifth Supplemental Indenture, dated as of December 27, 2019, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended December 31, 2019 filed with the SEC on February 6, 2020)

Exhibit Number Description

4.20 Sixth Supplemental Indenture, dated as of June 30, 2020, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020)

4.21 Seventh Supplemental Indenture, dated as of February 18, 2021, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.21 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2021 filed with the SEC on June 3, 2021)

4.22* Eighth Supplemental Indenture, dated as of March 25, 2022 among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank Trust Company, National Association, as Trustee

4.12 Indenture, dated as of February 22, 2017, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S.

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001-35172) for the quarter ended December 31, 2019 filed with the SEC on February 6, 2020)

Exhibit Number Description

4.19 Fifth Supplemental Indenture, dated as of June 30, 2020, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

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4.21 Seventh Supplemental Indenture, dated as of March 25, 2022, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank Trust Company, National Association, as Trustee

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.32 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

4.22 Indenture, dated as of April 9, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S.

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001-35172) for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020)

Exhibit Number Description

4.28 Fourth Supplemental Indenture, dated as of February 18, 2021, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

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4.29 Fifth Supplemental Indenture, dated as of March 25, 2022, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S.

Bank Trust Company, National Association, as Trustee

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.40 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

4.30 Indenture, dated as of February 4, 2021, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S.

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4.32 First Supplemental Indenture, dated as of March 28, 2022, among NGL Shared Services, LLC, NGL Shared Services Holdings, Inc., NGL Energy Operating LLC, NGL Energy Finance Corp., the other Guarantors and U.S.

Bank Trust Company, National Association, as Trustee

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.43 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

4.33 Amended and Restated Guaranty Agreement, dated as of March 31, 2017 and effective as of December 31, 2016, among NGL Energy Partners LP and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No.

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001-35172) for the quarter ended September 30, 2021 filed with the SEC on November 9, 2021)

10.3* Second Amendment to Credit Agreement

10.4* Credit Party Accession Agreement, dated as of March 28, 2022, among NGL Shared Services, LLC, NGL Shared Services Holdings, Inc., and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent

10.3 Second Amendment to Credit Agreement (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

Exhibit Number Description

10.4 Third Amendment to Credit Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on February 16, 2023)

10.5 Credit Party Accession Agreement, dated as of March 28, 2022, among NGL Shared Services, LLC, NGL Shared Services Holdings, Inc., and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K (File No.

001-35172) for the year ended March 31, 2022 filed with the SEC on June 6, 2022)

10.6 Common Unit Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

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001-35172) filed with the SEC on November 1, 2019)

Exhibit Number Description

10.17 Form of Premium Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

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** The following documents are formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets at March 31, 2022 and 2021, (ii) Consolidated Statements of Operations for the years ended March 31, 2022, 2021, and 2020, (iii) Consolidated Statements of Comprehensive Loss for the years ended March 31, 2022, 2021, and 2020, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2022, 2021, and 2020, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2022, 2021, and 2020, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets at March 31, 2023 and 2022, (ii) Consolidated Statements of Operations for the years ended March 31, 2023, 2022, and 2021, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2023, 2022, and 2021, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2023, 2022, and 2021, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2023, 2022, and 2021, and (vi) Notes to Consolidated Financial Statements.

+ Management contracts or compensatory plans or arrangements.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 6, 2022.

NGL Energy Partners LP

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Signature Title Date

Michael Krimbill Chief Executive Officer and Director June 6, 2022

Michael Krimbill Chief Executive Officer and Director May 31, 2023

Michael Krimbill (Principal Executive Officer)

Bridges Chief Financial Officer June 6, 2022

Bridges (Principal Financial Officer)

/s/ Bradley P.

Cooper Chief Financial Officer May 31, 2023

(Principal Financial Officer)

/s/ Lawrence J.

Thuillier Chief Accounting Officer June 6, 2022

Thuillier Chief Accounting Officer May 31, 2023

Thuillier (Principal Accounting Officer)

Coady Director June 6, 2022

Collingsworth Director June 6, 2022

Coady Director May 31, 2023

Collingsworth Director May 31, 2023

Collingsworth

/s/ Stephen L.

Cropper Director June 6, 2022

Guderian Director June 6, 2022

Raymond Director June 6, 2022

Reiners Director June 6, 2022

Cropper Director May 31, 2023

Guderian Director May 31, 2023

Director May 31, 2023

Reiners Director May 31, 2023

/s/ Randall S.

Wade Director June 6, 2022

Wade Director May 31, 2023

INDEX TO FINANCIAL STATEMENTS

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Consolidated Statements of Operations for the years ended March 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Loss for the years ended March 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2023, 2022, and 2021

Consolidated Statements of Changes in Equity for the years ended March 31, 2023, 2022, and 2021

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended March 31, 2022, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of March 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended March 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated June 6, 2022 expressed an unqualified opinion.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of March 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 31, 2023 expressed an unqualified opinion.

Basis for opinio n

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Management evaluates goodwill for impairment on January 1 of each year, or more frequently to the extent events or conditions indicate a risk of possible impairment.

Management performed a quantitative impairment assessment for the Crude Oil Logistics reporting unit to test goodwill for impairment as of January 1, 2022.

As a result of the assessment performed for the reporting unit, and as described further in Note 5 to the consolidated financial statements, the Partnership concluded the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value and no goodwill impairment was recorded.

Management performed quantitative impairment assessments for the Crude Oil Logistics and Wholesale/Terminal reporting units to test goodwill for impairment as of January 1, 2023.

As a result of the assessment performed for the reporting units, and as described further in Note 5 to the consolidated financial statements, the Partnership concluded the fair value of the Crude Oil Logistics and Wholesale/Terminal reporting units exceeded their carrying values and no goodwill impairment was recorded.

We identified the goodwill impairment assessment as a critical audit matter.

The principal considerations for our determination that the goodwill impairment assessment was a critical audit matter are that there was a high estimation uncertainty due to significant judgments with respect to assumptions used to estimate the future revenues and cash flows, including revenue growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average costs of capital and future market conditions as well as the valuation methodologies applied by the Partnership.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future revenues and cash flows.

The principal considerations for our determination that the goodwill impairment assessment was a critical audit matter are that there was a high estimation uncertainty due to significant judgments with respect to assumptions used to estimate the future cash flows, including growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average costs of capital and future market conditions as well as the valuation methodologies applied by the Partnership.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future cash flows.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Our audit procedures related to the goodwill impairment assessment included the following, among others:

We tested the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the determination of the fair value of the reporting unit.

We tested the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the determination of the fair value of the reporting units.

In addition to testing the effectiveness of controls, we also performed the following:

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◦ Other significant assumptions, including the terminal growth rate.

• Tested the reasonableness of management’s process for determining the fair value of the reporting unit, including the revenue growth rate, forecasted costs and operating margins by comparing such items to the industry projections and conditions found in industry reports as well as historical operating results of the reporting unit and by assessing the likelihood or capability of the reporting unit to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

• Tested the reasonableness of management’s process for determining the fair value of the reporting units, including the growth rate, forecasted costs and operating margins by comparing such items to the industry projections and conditions found in industry reports as well as historical operating results of the reporting units and by assessing the likelihood or capability of the reporting units to undertake activities or initiatives underpinning significant drivers of growth in the forecasted period.

/s/ GRANT THORNTON LLP

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Other income (expense), net 28,748 2,254 ( 36,503 )

Loss From Continuing Operations Before Income Taxes ( 183,130 ) ( 640,809 ) ( 180,200 )

Income (Loss) From Continuing Operations Before Income Taxes 52,763 ( 183,130 ) ( 640,809 )

INCOME TAX (EXPENSE) BENEFIT ( 271 ) ( 971 ) 3,391

Loss From Continuing Operations ( 184,101 ) ( 637,418 ) ( 180,545 )

Income (Loss) From Continuing Operations 52,492 ( 184,101 ) ( 637,418 )

Loss From Discontinued Operations, net of Tax — — ( 1,769 )

Net Loss ( 184,101 ) ( 639,187 ) ( 398,780 )

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 655 ) ( 632 ) 1,773

NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ ( 184,756 ) $ ( 639,819 ) $ ( 397,007 )

Net Income (Loss) 52,492 ( 184,101 ) ( 639,187 )

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 1,106 ) ( 655 ) ( 632 )

NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ 51,386 $ ( 184,756 ) $ ( 639,819 )

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 73,232 ) $ ( 288,630 ) $ ( 730,683 )

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NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 73,232 ) $ ( 288,630 ) $ ( 732,450 )

BASIC LOSS PER COMMON UNIT

Loss From Continuing Operations $ ( 2.22 ) $ ( 5.67 ) $ ( 2.88 )

Loss From Discontinued Operations, net of Tax $ — $ ( 0.01 ) $ ( 1.71 )

Net Loss $ ( 2.22 ) $ ( 5.68 ) $ ( 4.59 )

DILUTED LOSS PER COMMON UNIT

BASIC AND DILUTED LOSS PER COMMON UNIT

Loss From Continuing Operations $ ( 0.56 ) $ ( 2.22 ) $ ( 5.67 )

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

(in Thousands)

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2023 2022 2021

Net loss $ ( 184,101 ) $ ( 639,187 ) $ ( 398,780 )

Net income (loss) $ 52,492 $ ( 184,101 ) $ ( 639,187 )

Other comprehensive (loss) income ( 142 ) ( 42 ) 119

Comprehensive loss $ ( 184,143 ) $ ( 639,068 ) $ ( 398,910 )

Comprehensive income (loss) $ 52,350 $ ( 184,143 ) $ ( 639,068 )

The accompanying notes are an integral part of these consolidated financial statements.

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Interests Total

BALANCES AT MARCH 31, 2019 $ ( 50,603 ) 8,400,000 $ 202,731 124,508,497 $ 2,067,197 $ ( 255 ) $ 58,748 $ 2,277,818

Distributions to general and common unit partners and preferred unitholders (Note 9) ( 342 ) — — — ( 258,020 ) — — ( 258,362 )

Distributions to noncontrolling interest owners — — — — — — ( 1,145 ) ( 1,145 )

Issuance of Class B preferred units, net of offering costs (Note 9) — 4,185,642 102,737 — — — — 102,737

Issuance of Class C preferred units, net of offering costs (Note 9) — 1,800,000 42,891 — — — — 42,891

Issuance of warrants, net of offering costs (Note 9) — — — — 52,742 — — 52,742

Warrants exercised (Note 9) — — — 1,458,371 15 — — 15

Accretion of beneficial conversion feature of 10.75 % Class A convertible preferred units (Note 9)

— — — — ( 36,517 ) — — ( 36,517 )

10.75 % Class A convertible preferred units redemption - amount paid in excess of carrying value (Note 9)

— — — — ( 78,797 ) — — ( 78,797 )

Equity issued pursuant to incentive compensation plan 33 — — 2,938,481 32,931 — — 32,964

Common unit repurchases and cancellations — — — ( 133,634 ) ( 1,644 ) — — ( 1,644 )

Mesquite Disposals Unlimited, LLC ("Mesquite") acquisition — — — — — — 17,124 17,124

Investment in NGL Energy Holdings LLC (Note 12) — — — — ( 15,226 ) — — ( 15,226 )

Net loss ( 478 ) — — — ( 396,529 ) — ( 1,773 ) ( 398,780 )

Other comprehensive loss — — — — — ( 130 ) — ( 130 )

BALANCES AT MARCH 31, 2020 ( 51,390 ) 14,385,642 348,359 128,771,715 1,366,152 ( 385 ) 72,954 1,735,690

BALANCE AT MARCH 31, 2020 $ ( 51,390 ) 14,385,642 $ 348,359 128,771,715 $ 1,366,152 $ ( 385 ) $ 72,954 $ 1,735,690

Distributions to general and common unit partners and preferred unitholders (Note 9) ( 65 ) — — — ( 147,715 ) — — ( 147,780 )

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Cumulative effect adjustment for adoption of ASU 2016-13 (Note 16) ( 1 ) — — — ( 1,112 ) — — ( 1,113 )

BALANCES AT MARCH 31, 2021 ( 52,189 ) 14,385,642 348,359 129,593,939 582,784 ( 266 ) 69,471 948,159

BALANCE AT MARCH 31, 2021 ( 52,189 ) 14,385,642 348,359 129,593,939 582,784 ( 266 ) 69,471 948,159

Distributions to noncontrolling interest owners — — — — — — ( 1,635 ) ( 1,635 )

Sawtooth joint venture disposition (Note 17) — — — — — — ( 51,097 ) ( 51,097 )

Common unit repurchases and cancellations — — — ( 44,769 ) ( 90 ) — — ( 90 )

Equity issued pursuant to incentive compensation plan — — — 1,146,800 3,259 — — 3,259

Net (loss) income ( 289 ) — — — ( 184,467 ) — 655 ( 184,101 )

Other comprehensive loss — — — — — ( 42 ) — ( 42 )

BALANCE AT MARCH 31, 2022 ( 52,478 ) 14,385,642 348,359 130,695,970 401,486 ( 308 ) 17,394 714,453

Distributions to noncontrolling interest owners — — — — — — ( 1,993 ) ( 1,993 )

Common unit repurchases and cancellations (Note 9) — — — ( 55,702 ) ( 99 ) — — ( 99 )

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Other comprehensive loss — — — — — ( 142 ) — ( 142 )

BALANCES AT MARCH 31, 2022 $ ( 52,478 ) 14,385,642 $ 348,359 130,695,970 $ 401,486 $ ( 308 ) $ 17,394 $ 714,453

BALANCE AT MARCH 31, 2023 $ ( 52,551 ) 14,385,642 $ 348,359 131,927,343 $ 455,564 $ ( 450 ) $ 16,507 $ 767,429

The accompanying notes are an integral part of these consolidated financial statements.

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OPERATING ACTIVITIES:

Net loss $ ( 184,101 ) $ ( 639,187 ) $ ( 398,780 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 52,492 $ ( 184,101 ) $ ( 639,187 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Loss from discontinued operations, net of tax — — 1,769

Depreciation and amortization, including amortization of debt issuance costs 290,879 306,208 331,200

(Gain) loss on early extinguishment or revaluation of liabilities, net ( 8,308 ) 22,953 7,853

Non-cash equity-based compensation expense ( 1,052 ) 6,727 26,510

Loss (gain) on early extinguishment or revaluation of liabilities, net 3,488 ( 8,308 ) 22,953

Equity-based compensation expense 2,718 ( 1,052 ) 6,727

Loss on disposal or impairment of assets, net 86,888 94,254 475,436

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Net cash provided by operating activities-continuing operations 445,186 205,846 305,763

Net cash (used in) provided by operating activities-discontinued operations — ( 1,769 ) 81,629

Net cash used in operating activities-discontinued operations — — ( 1,769 )

Net cash provided by operating activities 445,186 205,846 303,994

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Distributions of capital from unconsolidated entities — 367 —

Repayments on loan for natural gas liquids facility — — 3,022

Net cash used in investing activities-continuing operations ( 212,408 ) ( 221,493 ) ( 1,737,620 )

Net cash provided by investing activities-discontinued operations — — 298,864

Net cash used in investing activities ( 212,408 ) ( 221,493 ) ( 1,438,756 )

Net cash provided by (used in) investing activities 64,188 ( 212,408 ) ( 221,493 )

FINANCING ACTIVITIES:

Proceeds from borrowings under revolving credit facilities 1,815,000 1,261,000 4,074,000

Payments on revolving credit facilities ( 1,703,000 ) ( 2,727,000 ) ( 3,775,000 )

Issuance of senior secured and unsecured notes and term credit agreement — 2,300,000 700,000

Proceeds from borrowings under revolving credit facility 2,007,000 1,815,000 1,261,000

Payments on revolving credit facility ( 1,985,000 ) ( 1,703,000 ) ( 2,727,000 )

Issuance of senior secured notes and term credit agreement — — 2,300,000

Repayment of term credit agreements — — ( 555,562 )

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Distributions to noncontrolling interest owners ( 1,993 ) ( 1,635 ) ( 4,115 )

Proceeds from sale of preferred units, net of offering costs — — 622,391

Payments for redemption of preferred units — — ( 265,128 )

Common unit repurchases and cancellations ( 99 ) ( 90 ) ( 182 )

Payments to settle contingent consideration liabilities ( 1,789 ) ( 1,231 ) ( 95,437 )

Investment in NGL Energy Holdings LLC — — ( 15,226 )

Net cash provided by (used in) financing activities 5,555 ( 100,376 ) 978,833

Net (decrease) increase in cash and cash equivalents ( 1,007 ) ( 17,875 ) 4,132

Principal payments of finance lease ( 10 ) — —

Net cash (used in) provided by financing activities ( 507,765 ) 5,555 ( 100,376 )

Net increase (decrease) in cash and cash equivalents 1,609 ( 1,007 ) ( 17,875 )

Cash and cash equivalents, beginning of period 3,822 4,829 22,704

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Notes to Consolidated Financial Statements

Note 1— Nature of Operations and Organization

Note 1— Organization and Operations

NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership formed in September 2010.

NGL Energy Holdings LLC serves as our general partner.

NGL Energy Holdings LLC serves as our general partner (“GP”).

At March 31, 2023, our operations included three segments:

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These operations are conducted through our 25 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and expect to commence operations on our propane pipeline in Michigan in June 2022.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we own a propane pipeline system in Michigan.

Note 2— Significant Accounting Policies

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The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectibility of accounts and notes receivable and accruals for environmental matters.

Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable and accruals for environmental matters.

Although we believe these estimates are reasonable, actual results could differ from those estimates.

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Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel.

Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions.

Credit risk is monitored daily and exposure is minimized through customer deposits, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices.

Cost of Sales

We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales.

Cost of sales excludes depreciation of our property, plant and equipment.

Depreciation and Amortization

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We qualify as a partnership for income tax purposes.

As such, we generally do not pay United States federal income tax.

As such, we generally do not pay federal income tax.

Rather, each owner reports his or her share of our income or loss on his or her individual tax return.

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See Note 16 for a further discussion of our allowance for expected credit losses.

We execute netting agreements with certain customers to mitigate our credit risk.

Receivables and payables are reflected at a net balance to the extent a netting agreement is in place and we intend to settle on a net basis.

CITGO Petroleum Corporation accounted for 12.8 % of our consolidated revenues for the year ended March 31, 2022.

The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities, and sales to this customer

We execute master netting agreements with certain customers to mitigate our credit risk.

Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

occur mainly out of our crude oil terminal in Cushing, Oklahoma.

We did not have any customers that represented over 10% of consolidated revenues for the years ended March 31, 2021 and 2020.

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2023 or 2021.

CITGO Petroleum Corporation accounted for 12.8 % of our consolidated revenues for the year ended March 31, 2022.

The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities.

Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

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Propane 46,910 43,971

Butane 33,144 19,189

Biodiesel 19,778 20,474

Butane 18,384 33,144

Diesel 2,536 3,504

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Aircraft company (1) Corporate and Other 50 % 308 538

Water services company Water Solutions 50 % 409 424

Natural gas liquids terminal company Liquids Logistics 50 % 164 163

Water services company (2) Water Solutions 50 % — 409

Total $ 21,090 $ 21,897

(1) This is an investment with a related party.

See Note 12 for a further discussion.

(2) This entity was dissolved on March 31, 2023.

Other Noncurrent Assets

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Linefill (1) $ 37,861 $ 28,065

Minimum shipping fees - pipeline commitments (2) 8,899 13,171

Loan receivable (2) 8,592 3,147

Minimum shipping fees - pipeline commitments (3) 4,628 8,899

Other 6,896 5,691

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(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments.

At March 31, 2022 and 2021, linefill consisted of 423,978 barrels of crude oil.

At March 31, 2023 and 2022, linefill consisted of 502,686 and 423,978 barrels of crude oil, respectively.

The increase was due primarily to capitalizing additional crude oil barrels as a result of increased requirements by third-party owned pipelines.

This was partially offset by a decrease as we assigned our commitment with a pipeline operator to a third-party whereby the third-party purchased our linefill in the pipeline (see Note 8).

Linefill held in pipelines we own is included within property, plant and equipment (see Note 4).

During the three months ended March 31, 2020, we recorded an impairment of $ 7.7 million primarily due to adjusting the cost basis of pipeline linefill to the market price of propane as of March 31, 2020.

(2) The March 31, 2023 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, related to the sale of certain saltwater disposal assets in the Midland Basin in March 2023 (see Note 17).

The March 31, 2022 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party.

During the year ended March 31, 2023, we received payments totaling $ 3.1 million to extinguish this loan receivable and we recorded a loss of $ 0.2 million within loss on disposal or impairment of assets, net to write off the remaining balance.

(3) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator.

This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 8).

As of March 31, 2022, the deficiency credit was $ 13.2 million, of which $ 4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet.

(3) Represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party.

At March 31, 2023, the deficiency credit was $ 8.9 million, of which $ 4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accrued Expenses and Other Payables

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Accrued interest $ 49,362 $ 56,104

Derivative liabilities 27,108 21,562

Accrued compensation and benefits 27,013 18,417

Derivative liabilities 14,752 27,108

Excise and other tax liabilities 11,777 10,451

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Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred.

As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net.

We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 4).

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Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, water rights, executory contracts and other agreements, covenants not to compete, and trade names.

In addition, we capitalize certain debt issuance costs associated with the ABL Facility (as defined herein) and the Sawtooth Caverns, LLC (“Sawtooth”) credit agreement.

In addition, we capitalize certain debt issuance costs associated with the ABL Facility (as defined herein).

We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 6).

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We perform our annual assessment of impairment on January 1 of our fiscal year, and more frequently if circumstances warrant.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.

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Otherwise, further testing is not required.

If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying value of the reporting unit.

If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for the reporting unit.

Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis.

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We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Noncontrolling Interests

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Recent Accounting Pronouncements

In November 2020, the Securities and Exchange Commission (“SEC”) issued a Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information”, to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K.

The Final Rule eliminates Regulation S-K, Item 301.

Selected Financial Data, streamlines the requirements in Item 302.

Supplementary Financial Information, and updates certain requirements in Item 303.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The guidance is effective for fiscal periods ending on or after August 9, 2021, although early adoption is permitted if an entity complies with an amended Item in its entirety.

Effective March 31, 2021, we adopted a portion of this guidance by electing to comply with guidance related to Item 301, which eliminated the Selected Financial Data, and Item 302, which allowed us to eliminate the Quarterly Financial Data from the Annual Report on Form 10-K for the year ended March 31, 2021.

Effective March 31, 2022, we adopted the guidance to comply with the requirements in Item 303.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“ASC”) 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements.

We adopted this guidance on April 1, 2022 using the modified retrospective method.

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Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

This guidance is effective prospectively upon issuance through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of this ASU.

On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 7).

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform.

This guidance was to be effective prospectively upon issuance through December 31, 2022 and applied from the beginning of an interim period that included the issuance date of this ASU.

However, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848” which deferred the sunset date from December 31, 2022 to December 31, 2024.

All other provisions of ASU 2020-04 were unchanged.

On April 13, 2022, the ABL Facility was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 7).

We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows.

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(in thousands, except unit and per unit amounts)

Loss from continuing operations $ ( 184,101 ) $ ( 637,418 ) $ ( 180,545 )

Continuing operations (income) loss attributable to noncontrolling interests ( 655 ) ( 632 ) 1,773

Net loss from continuing operations attributable to NGL Energy Partners LP ( 184,756 ) ( 638,050 ) ( 178,772 )

Income (loss) from continuing operations $ 52,492 $ ( 184,101 ) $ ( 637,418 )

Continuing operations income attributable to noncontrolling interests ( 1,106 ) ( 655 ) ( 632 )

Net income (loss) from continuing operations attributable to NGL Energy Partners LP 51,386 ( 184,756 ) ( 638,050 )

Distributions to preferred unitholders (1) ( 124,691 ) ( 104,163 ) ( 93,364 )

Continuing operations net loss allocated to general partner (3) 289 731 260

Continuing operations net loss allocated to GP (2) 73 289 731

Net loss from continuing operations allocated to common unitholders $ ( 73,232 ) $ ( 288,630 ) $ ( 730,683 )

Loss from discontinued operations, net of tax $ — $ — $ ( 1,769 )

Discontinued operations net loss allocated to general partner (3) — 2 218

Discontinued operations net loss allocated to GP (2) — — 2

Net loss from discontinued operations allocated to common unitholders $ — $ — $ ( 1,767 )

Net loss allocated to common unitholders $ ( 73,232 ) $ ( 288,630 ) $ ( 732,450 )

Basic loss per common unit

Loss from continuing operations $ ( 2.22 ) $ ( 5.67 ) $ ( 2.88 )

Loss from discontinued operations, net of tax $ — $ ( 0.01 ) $ ( 1.71 )

Net loss $ ( 2.22 ) $ ( 5.68 ) $ ( 4.59 )

Diluted loss per common unit

Basic and diluted loss per common unit

Loss from continuing operations $ ( 0.56 ) $ ( 2.22 ) $ ( 5.67 )

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Net loss $ ( 0.56 ) $ ( 2.22 ) $ ( 5.68 )

Basic weighted average common units outstanding 129,840,234 128,980,823 127,411,908

Diluted weighted average common units outstanding 129,840,234 128,980,823 127,411,908

(1) This amount includes distributions to preferred unitholders.

The final accretion for the beneficial conversion of the 10.75 % Class A Preferred Units (as defined herein) and the excess of the 10.75 % Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 9, are included in the year ended March 31, 2020.

(2) Includes cumulative distributions for the year ended March 31, 2022 and for the quarter ended March 31, 2021 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions).

(1) Includes cumulative distributions for the years ended March 31, 2023, 2022 and 2021 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions).

(2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(3) Net loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.

Note 4— Property, Plant and Equipment

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Net property, plant and equipment $ 2,223,380 $ 2,462,390

(1) Includes a finance lease right-of-use asset of $ 0.1 million.

The accumulated amortization related to this finance lease is included within accumulated depreciation.

(2) On March 30, 2023, we sold our marine assets (see Note 17).

(3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost.

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Capitalized interest expense $ 945 $ 916 $ 2,778

Amounts in the table above do not include depreciation expense and capitalized interest related to TransMontaigne Product Services, LLC (“TPSL”), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18).

We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations.

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Total $ 84,509 $ 36,624 $ 41,836

During the year ended March 31, 2023, the following transactions were recorded:

• A net loss of $ 26.3 million primarily related to the sale of certain assets in our Water Solutions segment.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

• A net loss of $ 21.8 million to write down the value of an inactive saltwater disposal facility and damaged equipment at another saltwater disposal facility, as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment.

• A net loss of $ 20.0 million related to the impairment of an underperforming crude oil terminal in our Crude Oil Logistics segment.

• A net loss of $ 10.0 million related to the impairment of several underperforming natural gas liquids terminals in our Liquids Logistics segment.

• A gain of $ 2.1 million from an insurance recovery for a saltwater disposal facility damaged in a prior period in our Water Solutions segment.

During the year ended March 31, 2022, the following transactions were recorded:

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• A gain of $ 12.8 million related to the sale of certain permits, land and a saltwater disposal facility (see Note 17).

During the year ended March 31, 2020, the following transactions were recorded within our Water Solutions segment:

• An impairment charge of $ 13.5 million to write down the value of certain inactive saltwater disposal facilities.

• A net loss of $ 9.0 million related to write-down or write off of certain assets, including abandoned projects, and the sale of certain other miscellaneous assets.

Note 5— Goodwill

The following table summarizes changes in goodwill by segment for the period indicated:

The following table summarizes changes in goodwill by segment for the periods indicated:

Solutions Crude Oil

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(in thousands)

Balances at March 31, 2020 $ 294,658 $ 579,846 $ 119,083 $ 993,587

Revisions to acquisition accounting ( 11,348 ) — — ( 11,348 )

Impairment — ( 237,800 ) — ( 237,800 )

Balances at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439

Balances at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439

Balance at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439

Balance at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439

Disposal (Note 17) — ( 32,075 ) — ( 32,075 )

Balance at March 31, 2023 $ 283,310 $ 309,971 $ 119,083 $ 712,364

Fiscal Year 2023 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2023 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2022, with the exception of our Crude Oil Logistics reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2023, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units.

See below for a further discussion of the testing.

Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2022.

We estimated the fair value of the Crude Oil Logistics reporting unit

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2023.

We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

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Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 18 %.

Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2023.

We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

We also considered expectations regarding:

(i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs.

The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit exceeded its carrying value by approximately 5 %.

Fiscal Year 2022 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2022 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

See below for a further discussion of the testing.

Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2022.

We also considered expectations regarding:

(i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs.

The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions.

Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 12.0 %.

Fiscal Year 2021 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2021 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2021, with the exception of our Water Solutions reporting unit, and our Crude Oil Logistics reporting unit, which was tested for impairment as of December 31, 2020.

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Due to lower than expected disposal volumes as a result of a slower than expected recovery in oil production in the various basins in which our Water Solutions reporting unit operates and the completion of our annual budget process, it was decided that the goodwill within the Water Solutions reporting unit should be tested for impairment as of January 1, 2021.

We estimated the fair value of our Water Solutions reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

estimated the fair value of our Water Solutions reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of the Water Solutions reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

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During the three months ended December 31, 2020, in our Crude Oil Logistics reporting unit, we recorded a goodwill impairment charge of $ 237.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2020 Goodwill Impairment Assessment

We performed a qualitative assessment as of January 1, 2020 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit.

Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2020.

During the month of March 2020, our market capitalization declined significantly driven by current macroeconomic conditions including the collapse of oil prices driven by both the decrease in demand caused by the novel strain of coronavirus (COVID-19) pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, resulting in expected decreases in future cash flows for certain of our assets.

In addition, the uncertainty related to oil demand continues to have a significant impact on the investment and operating plans of our primary customers.

Based on these events, we concluded that a triggering event occurred which required us to perform a quantitative impairment test as of March 31, 2020 for our reporting units.

We estimated the fair value of our reporting units based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value.

The future cash flows of our reporting units were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures.

We also considered expectations regarding:

The discounted cash flows for each reporting unit were based on five years of projected cash flows and we applied discount rates and terminal multiples that we believe would be applied by a theoretical market participant in similar market transactions.

Based on these tests, we concluded that the fair values of each of our reporting units exceeded their carrying values with the exception of our Water Solutions reporting unit, whose fair value was less than its carrying value by 7.3 %.

During the three months ended March 31, 2020, in our Water Solutions reporting unit, we recorded a goodwill impairment charge of $ 250.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.

Note 6— Intangible Assets

Our intangible assets consist of the following at the dates indicated:

Average March 31, 2022 March 31, 2021

Description Remaining Useful Life Gross Carrying

March 31, 2023 March 31, 2022

Description Weighted-

Useful Life Gross Carrying

Amount Accumulated

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Total $ 1,639,528 $ ( 580,860 ) $ 1,058,668 $ 1,642,639 $ ( 507,285 ) $ 1,135,354

(1) Includes debt issuance costs related to the ABL Facility (as defined herein) and the Sawtooth credit agreement.

(1) Includes debt issuance costs related to the ABL Facility.

Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt.

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We record the write-off of debt issuance costs within gain (loss) on early extinguishment of liabilities, net in our consolidated statement of operations.

During the year ended March 31, 2023, we recorded an impairment charge of $ 1.6 million against certain intangible assets related to an underperforming crude oil terminal.

During the year ended March 31, 2022, we recorded the following:

• A gain of $ 1.6 million related to the sale of certain intangible assets in our Water Solutions segment.

• A loss of $ 0.1 million from the write-off of debt issuance costs related to the Sawtooth credit agreement which was paid off and terminated prior to us selling our ownership interest in Sawtooth (see Note 17).

• A loss of $ 0.1 million from the write-off of debt issuance costs related to the Sawtooth Caverns, LLC (“Sawtooth”) credit agreement which was paid off and terminated prior to us selling our ownership interest in Sawtooth (see Note 17).

During the year ended March 31, 2021, we recorded the following:

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• An impairment charge of $ 39.2 million to write down the value of a customer relationship intangible asset as part of the write down in value of a larger asset group (see Note 4).

• A $ 4.5 million write off of the debt issuance costs related to a former revolving credit facility which was repaid and terminated on February 4, 2021 (see Note 7).

• A $ 4.5 million write off of the debt issuance costs related to a former revolving credit facility which was repaid and terminated on February 4, 2021.

• An impairment charge of $ 2.5 million to write down the value of the trade name as part of the write down of a larger asset group (see Note 4).

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Total $ 82,879 $ 90,244 $ 133,149

Amounts in the table above do not include amortization expense related to TPSL, as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18).

The following table summarizes expected amortization of our intangible assets at March 31, 2023 (in thousands):

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Long-term debt $ 2,887,922 $ ( 30,117 ) $ 2,857,805 $ 3,393,451 $ ( 42,988 ) $ 3,350,463

(1) Debt issuance costs related to the ABL Facility and the Sawtooth credit agreement (included in other long-term debt) are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.

(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.

2026 Senior Secured Notes

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The 2026 Senior Secured Notes were issued pursuant to an indenture dated February 4, 2021 (the “Indenture”).

The 2026 Senior Secured Notes are secured by first priority liens in substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

The 2026 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

The Indenture contains covenants that, among other things, limit our ability to:

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We have an option to redeem all or a portion of the 2026 Senior Secured Notes at any time on or after February 1, 2023 at fixed redemption prices contained within the Indenture.

Prior to such time, we, at our option, may redeem up to 40% of the aggregate principal amount of the 2026 Senior Secured Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture.

In addition, before February 1, 2023, we may redeem some or all of the 2026 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Senior Secured Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but not including, the redemption date.

If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase.

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On February 4, 2021, we closed on our ABL Facility that is subject to a borrowing base, which includes a sub-limit for letters of credit.

The initial commitments totaled $ 500.0 million and the sub-limit for letters of credit was $ 200.0 million.

The initial commitments under the ABL Facility totaled $ 500.0 million and the sub-limit for letters of credit was $ 200.0 million.

On April 13, 2022, we amended the ABL Facility to increase the commitments to $ 600.0 million under the accordion feature within the ABL Facility.

As part of the amendment, we agreed to reduce the commitments back to $ 500.0 million on or before March 31, 2023.

In addition, the sub-limit for letters of credit was increased to $ 250.0 million and the LIBOR benchmark was replaced with an adjusted forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the interest rate benchmark.

On February 16, 2023, we amended the ABL Facility to extend the maturity date of the additional $ 100.0 million of commitments through the remaining term of the ABL Facility as discussed below.

The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on all of our other assets.

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The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions.

All borrowings under the ABL Facility bear interest at our option, at either (i) a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate such rate having been determined to be a SOFR-base rate (as defined herein) or (ii) an alternate base rate, in each case plus an applicable borrowing margin based on our fixed charge coverage ratio (as defined in the ABL Facility).

All borrowings under the ABL Facility bear interest at our option, at either (i) a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate such rate having been determined to be the SOFR or (ii) an alternate base rate, in each case plus an applicable borrowing margin based on our fixed charge coverage ratio (as defined in the ABL Facility).

The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR/SOFR-based loans varies from 2.50% to 3.00%.

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Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00.

At March 31, 2022, the borrowings under the ABL Facility had a weighted average interest rate of 4.64 % calculated as the prime rate of 3.50 % plus a margin of 2.00 % on the alternate base rate borrowings and weighted average LIBOR of 0.50 % plus a margin of 3.00 % for the LIBOR borrowings.

At March 31, 2023, the borrowings under the ABL Facility had a weighted average interest rate of 8.70 % calculated as the prime rate of 8.00 % plus a margin of 1.50 % on the alternate base rate borrowings and the weighted average SOFR of 4.80 % plus a margin of 2.50 % for the SOFR borrowings.

On March 31, 2023, the interest rate in effect on letters of credit was 2.50 %.

The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates.

The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio financial covenant that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility).

The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility).

At March 31, 2023, no Cash Dominion Event had occurred.

On April 13, 2022, we amended the ABL Facility to increase the commitments to $ 600.0 million under the accordion feature within the ABL Facility.

As part of the amendment, we agreed to reduce the commitments back to $ 500.0 million on or before March 31, 2023.

At March 31, 2023, we were in compliance with the covenants under the ABL Facility.

Senior Unsecured Notes

The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”).

The senior unsecured notes include the 2023 Notes, 2025 Notes and the 2026 Notes (collectively, the “Senior Unsecured Notes”).

The Partnership and NGL Energy Finance Corp.

are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes are fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the ABL Facility.

The indentures governing the Senior Unsecured Notes contain various customary covenants, including certain covenants that govern our ability to (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates.

Our obligations under the Senior Unsecured Notes may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency.

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Interest is payable on May 1 and November 1 of each year.

The 2023 Notes mature on November 1, 2023.

We redeemed all of the remaining outstanding 2023 Notes on March 31, 2023 (see “Redemptions” below).

On February 22, 2017, we issued $ 500.0 million of 6.125 % 2025 Notes.

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The 2025 Notes mature on March 1, 2025.

As of March 1, 2023, we have the right to redeem all or a portion of the outstanding 2025 Notes at 100% of the principal amount plus accrued and unpaid interest.

On April 9, 2019, we issued $ 450.0 million of 7.5 % 2026 Notes in a private placement.

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The 2026 Notes mature on April 15, 2026.

As of April 15, 2024, we will have the right to redeem all or a portion of the outstanding 2026 Notes at 100% of the principal amount plus accrued and unpaid interest.

The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated:

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Gain on early extinguishment of debt (3) $ 1,611 $ 610 $ 31,463

(1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $ 0.4 million and $ 0.4 million, respectively.

The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations.

(2) Gain on early extinguishment of debt for the 2025 Notes during the years ended March 31, 2021 and 2020 is inclusive of the write off of debt issuance costs of $ 0.1 million and less than $ 0.1 million, respectively.

(1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $ 0.6 million, $ 0.4 million and $ 0.4 million respectively.

The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations.

(3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $ 0.1 million and $ 1.6 million, respectively.

(2) Gain on early extinguishment of debt for the 2025 Notes during the year ended March 31, 2021 is inclusive of the write off of debt issuance costs of $ 0.1 million.

The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations.

(3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $ 0.1 million, $ 0.1 million and $ 1.6 million respectively.

The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations.

Subsequent to March 31, 2023, we have repurchased $ 99.3 million of the 2025 Notes.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes redemptions of Senior Unsecured Notes for the year ended March 31, 2023 (in thousands):

2023 Notes (1)

Notes redeemed $ 203,386

Cash paid (excluding payments of accrued interest) $ 203,386

Loss on early extinguishment of debt $ 367

(1) On March 31, 2023, we redeemed all of the remaining outstanding 2023 Notes.

Loss on the early extinguishment of debt for the 2023 Notes during the year ended March 31, 2023 is inclusive of the write off of debt issuance costs of $ 0.4 million.

The loss is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations .

At March 31, 2023, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures.

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The Sawtooth credit agreement was paid off and terminated prior to us selling our ownership interest in Sawtooth on June 18, 2021 (see Note 17).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On October 29, 2020, we entered into an equipment loan for $ 45.0 million which bears interest at a rate of 8.6 % and is secured by certain of our barges and towboats.

We have an aggregate principal balance of $ 41.7 million at March 31, 2022.

The loan matures on November 1, 2027.

On March 30, 2023, due to the sale of our marine assets (see Note 17), we paid off the outstanding balance of $ 39.3 million on our equipment loan.

In addition, we paid a prepayment premium of $ 1.6 million and wrote off debt issuance costs of less than $ 0.1 million which are reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations.

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at March 31, 2023:

Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other

Year Ending March 31, 2026 Senior

Notes ABL Facility Senior

(in thousands)

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2027 — — 319,902 319,902

2027 — — 332,402 3,642 336,044

Thereafter — — — 26,458 26,458

Total $ 2,050,000 $ 138,000 $ 699,922 $ 2,887,922

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Total $ 30,117

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 8— Commitments and Contingencies

Legal Contingencies

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against NGL Energy Holdings LLC (the “GP”) and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc.

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc.

and related assets in July 2014.

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and (d) the trial court properly ordered a new trial on LCT’s claim of quantum meruit damages.

The date for the new trial, to be limited to the quantum meru i t claim, has been set by the trial court for November 7, 2022.

Any allocation of the ultimate verdict award, if any, between the GP and the Partnership will be

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

made by the board of directors of our general partner once all information is available to it and after the new trial, any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law.

The re-trial of the quantum meruit claim was conducted in Delaware state court from February 6, 2023 through February 15, 2023 and resulted in the jury returning a verdict consisting of an award of $ 36.0 million, subject to statutory interest, as applicable.

The GP and the Partnership contend that the jury verdict is not supportable by controlling law or the evidentiary record;

and plan to file post-verdict motions as appropriate before the trial court, and, will file an appeal to the Delaware Supreme Court.

Any allocation of the ultimate verdict award, if any, between the GP and the Partnership will be made by the board of directors of our GP once all information is available to it and after any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law.

As of March 31, 2023, we have accrued $ 2.5 million related to this matter.

The Partnership is a party defendant to a purported class action complaint filed in the federal court in the Northern District of Oklahoma styled Gary R.

Underwood, Successor Trustee for the James L.

Price Revocable Living Trust, on behalf of the Trust and all others similarly situated v.

NGL Energy Partners LP , Case No.

4:21-cv-00135-CVE-SH.

This case seeks class certification on behalf of owners who allege the Partnership’s Crude Oil Logistics group violated Oklahoma’s Production Revenue Standards Act when it failed to include statutory interest on proceeds payments it made to certain mineral owners and to state unclaimed property divisions for oil purchased from certain Oklahoma wells.

A substantial portion of the statutory interest claimed to be owed in the lawsuit related to suspended proceeds we inherited from our predecessors and remitted to various state unclaimed property divisions in 2016.

With no admission of liability or wrongdoing, but only to avoid the expense and uncertainty of future litigation, the Partnership entered into a settlement agreement in this case to resolve all claims made against it by the plaintiff and the proposed class.

We have agreed to pay the sum of approximately $ 8.4 million to the plaintiff and the proposed class, and we accrued the amount as of March 31, 2023.

On April 3, 2023, we paid this money into escrow.

The settlement agreement is subject to court approval and a full fairness hearing will be held in the coming months.

We are party to various other claims, legal actions, and complaints arising in the ordinary course of business.

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However, some risk of environmental or other damage is inherent in our business.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Asset Retirement Obligations

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Liabilities associated with disposed assets (2) ( 1,493 )

Liabilities settled ( 391 )

Accretion expense 3,226

Balance at March 31, 2023 $ 35,163

(1) Relates to the sale of certain permits, land and saltwater disposal facility (see Note 17).

(2) Relates primarily to the disposition of Sawtooth (se e Note 17 ) as well as the sale of certain water disposal wells.

(1) Relates primarily to the disposition of Sawtooth (see Note 17) as well as the sale of certain water disposal wells.

(2) Relates to the sale of 17 saltwater disposal wells and other long-lived assets within our Water Solutions business.

In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets.

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Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees.

We currently have an asset recorded in prepaid

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

expenses and other current assets and in other noncurrent assets in our consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2).

We currently have an asset recorded in prepaid expenses and other current assets and in other noncurrent assets in our consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2).

On March 1, 2023, we assigned our commitment with one of the pipeline operators to a third-party.

Along with the assignment, they purchased our linefill in the pipeline for $ 16.6 million.

The following table summarizes future minimum throughput payments under these agreements at March 31, 2023 (in thousands):

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We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

At March 31, 2023, we had the following commodity purchase commitments:

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2025 — — 2,829 3,486

2026 — — 1,982 2,730

2027 — — 1,808 2,520

Total $ 74,933 1,085 $ 75,468 83,950

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2026 633,722 10,410 — —

2026 687,824 10,410 — —

Total $ 6,651,642 96,509 $ 916,523 978,167

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As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

At March 31, 2023, we had the following commodity sale commitments:

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2026 — — 3,183 4,058

2027 — — 2,064 2,805

Total $ 75,694 1,085 $ 102,221 102,604

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2026 26,403 390 — —

2026 28,698 390 — —

Total $ 2,813,665 55,129 $ 369,956 357,007

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These contracts are included in the derivative disclosures in Note 10, and represent $ 22.4 million of our prepaid expenses and other current assets and $ 15.2 million of our accrued expenses and other payables at March 31, 2023.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Other Commitments

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Total $ 22,092

As part of the acquisition of Hillstone Environmental Partners, LLC (“Hillstone”), we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility.

This agreement expires on December 31, 2022.

As part of the acquisition of Hillstone Environmental Partners, LLC, we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility (the “Subsidy Agreement”).

During the years ended March 31, 2023, 2022 and 2021, we recorded $ 1.3 million, $ 2.1 million and $ 2.6 million, respectively, within operating expense in our consolidated statements of operations.

At March 31, 2022, the range of potential payments we could be obligated to make pursuant to the subsidy agreement could be from $ 0.0 million to $ 2.4 million.

The Subsidy Agreement expired on December 31, 2022.

Note 9— Equity

Partnership Equity

The Partnership’s equity consists of a 0.1 % general partner interest and a 99.9 % limited partner interest, which consists of common units.

Our general partner has the right, but not the obligation, to contribute a proportionate amount of

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

capital to us to maintain its 0.1 % general partner interest.

Our general partner is not required to guarantee or pay any of our debts or obligations.

As of March 31, 2022, we owned 8.69 % of our general partner.

The Partnership’s equity consists of a 0.1 % GP interest and a 99.9 % limited partner interest, which consists of common units.

Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1 % GP interest.

Our GP is not required to guarantee or pay any of our debts or obligations.

As of March 31, 2023, we owned 8.69 % of our GP.

General Partner Contributions

In connection with the issuance of common units for the vesting of restricted units and warrants that were exercised for common units during the years ended March 31, 2022, 2021 and 2020, we issued 1,103 , 823 and 4,268 , respectively, notional units to our general partner which represented less than $ 0.1 million in each of the years, in order to maintain its 0.1 % interest in us.

In connection with the issuance of common units for the vesting of restricted units during the years ended March 31, 2023, 2022 and 2021, we issued 1,232 , 1,103 and 823 , respectively, notional units to our GP for less than $ 0.1 million in each of the years, in order to maintain its 0.1 % interest in the Partnership.

Common Unit Repurchase Program

On August 30, 2019, the board of directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $ 150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions.

On August 30, 2019, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $ 150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions.

We did not repurchase any units under this plan and this plan has expired.

Suspension of Common Unit and Preferred Unit Distributions

The board of directors of our general partner temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the Indenture of the 2026 Senior Secured Notes, as discussed further in Note 7.

The board of directors of our GP temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the Indenture of the 2026 Senior Secured Notes, as discussed further in Note 7.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Our Distributions

The following table summarizes distributions declared on our common units during the years ended March 31, 2021 and 2020:

The following table summarizes distributions declared on our common units during the year ended March 31, 2021:

Date Declared Record Date Payment Date Amount

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October 27, 2020 November 6, 2020 November 13, 2020 $ 0.1000 $ 12,877 $ 13

January 23, 2020 February 7, 2020 February 14, 2020 $ 0.3900 $ 50,056 $ 86

April 27, 2020 May 7, 2020 May 15, 2020 $ 0.2000 $ 25,754 $ 26

July 23, 2020 August 6, 2020 August 14, 2020 $ 0.2000 $ 25,754 $ 26

October 27, 2020 November 6, 2020 November 13, 2020 $ 0.1000 $ 12,877 $ 13

Class A Convertible Preferred Units

On April 21, 2016, we entered into a private placement agreement to issue $ 200 million of 10.75 % Class A Convertible Preferred Units (“Class A Preferred Units”) to Oaktree Capital Management L.P.

and its co-investors (“Oaktree”).

On June 23, 2016, the private placement agreement was amended to increase the aggregate principal amount from $ 200 million to $ 240 million.

We received net proceeds of $ 235.0 million (net of offering costs of $ 5.0 million) in connection with the issuance of 19,942,169 Class A Preferred Units and 4,375,112 warrants, which have an exercise price of $ 0.01 .

As noted below, the remaining Class A Preferred Units were redeemed and all remaining warrants were exercised during the year ended March 31, 2020.

We paid a cumulative, quarterly distribution in arrears at an annual rate of 10.75 % on the Class A Preferred Units to the extent declared by the board of directors of our general partner.

To the extent declared, such distributions were paid for each such quarter within 45 days after each quarter end.

We allocated the net proceeds on a relative fair value basis to the Class A Preferred Units, which includes the value of a beneficial conversion feature, and warrants.

We recorded the accretion attributable to the beneficial conversion feature as a deemed distribution.

Accretion for the beneficial conversion feature was $ 36.5 million for the year ended March 31, 2020.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On April 5, 2019, we redeemed 7,468,978 of the Class A Preferred Units.

The applicable Class A redemption price was $ 13.389 per Class A Preferred Unit, calculated at 111.25 % of $ 12.035 (the Class A Preferred Unit price), plus accrued but unpaid and accumulated distributions of $ 0.338 .

The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $ 13.727 , for a total payment of $ 102.5 million.

On April 5, 2019, all 1,458,371 outstanding warrants to purchase common units were exercised for proceeds of less than $ 0.1 million.

On May 11, 2019, we redeemed the remaining 12,473,191 outstanding Class A Preferred Units.

The applicable Class A redemption price was $ 13.2385 per Class A Preferred Unit, calculated at 110 % of $ 12.035 (the Class A Preferred Unit price), plus accrued but unpaid and accumulated distributions of $ 0.1437 .

The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $ 13.3822 , for a total payment of $ 166.9 million.

In addition, we paid the Class A preferred unitholders the distribution declared on April 24, 2019 for the quarter ended March 31, 2019 of $ 4.0 million, or $ 0.3234 per unit, which was paid to the holders of the Class A Preferred Units on May 10, 2019.

Class B Preferred Units

On June 13, 2017, we issued 8,400,000 of our 9.00 % Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $ 25.00 per unit for net proceeds of $ 202.7 million (net of the underwriters’ discount of $ 6.6 million and offering costs of $ 0.7 million).

On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition.

At any time on or after July 1, 2022, we may redeem our Class B Preferred Units, in whole or in part, at a redemption price of $25.00 per Class B Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared.

We may also redeem the Class B Preferred Units upon a change of control as defined in our partnership agreement.

If we choose not to redeem the Class B Preferred Units, the Class B preferred unitholders may have the ability to convert the Class B Preferred Units to common units at the then applicable conversion rate.

Class B preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement.

Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month.

The initial distribution rate for the Class B Preferred Units from and including the date of original issue to, but not including, July 1, 2022 is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year).

On and after July 1, 2022, distributions on the Class B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.213%.

The following table summarizes distributions declared on our Class B Preferred Units for the years ended March 31, 2021 and 2020:

As of March 31, 2023, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.

The following table summarizes distributions declared on our Class B Preferred Units for the year ended March 31, 2021:

Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B

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(in thousands)

March 15, 2019 April 1, 2019 April 15, 2019 $ 0.5625 $ 4,725

June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5625 $ 4,725

September 16, 2019 October 1, 2019 October 15, 2019 $ 0.5625 $ 7,079

December 16, 2019 December 31, 2019 January 15, 2020 $ 0.5625 $ 7,079

March 16, 2020 March 31, 2020 April 15, 2020 $ 0.5625 $ 7,079

2 unchanged sentences

December 17, 2020 January 1, 2021 January 15, 2021 $ 0.5625 $ 7,079

The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year).

On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%.

For the quarter ended March 31, 2023, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for March 31, 2023 is $ 0.7488 and the cumulative distributions since suspension for each Class B Preferred unit is $ 5.4029 .

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The total amount due as of March 31, 2023 is $ 74.3 million.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Class C Preferred Units

On April 2, 2019, we issued 1,800,000 of our 9.625 % Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $ 25.00 per unit for net proceeds of $ 42.9 million (net of the underwriters’ discount of $ 1.4 million and estimated offering costs of $ 0.7 million).

At any time on or after April 15, 2024, we may redeem our Class C Preferred Units, in whole or in part, at a redemption price of $25.00 per Class C Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared.

We may also redeem the Class C Preferred Units upon a change of control as defined in our partnership agreement.

If we choose not to redeem the Class C Preferred Units, the Class C preferred unitholders may have the ability to convert the Class C Preferred Units to common units at the then applicable conversion rate.

Class C preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement.

Distributions on the Class C Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month.

On and after April 15, 2024, distributions on the Class C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.384%.

The following table summarizes distributions declared on our Class C Preferred Units for the years ended March 31, 2021 and 2020:

As of March 31, 2023, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.

The following table summarizes distributions declared on our Class C Preferred Units for the year ended March 31, 2021:

Amount Paid to Class C

1 unchanged sentence

(in thousands)

June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5949 $ 1,071

September 16, 2019 October 1, 2019 October 15, 2019 $ 0.6016 $ 1,083

December 16, 2019 December 31, 2019 January 15, 2020 $ 0.6016 $ 1,083

March 16, 2020 March 31, 2020 April 15, 2020 $ 0.6016 $ 1,083

6 unchanged sentences

The total amount due as of March 31, 2023 is $ 10.7 million.

Class D Preferred Units

On July 2, 2019, we completed a private placement of an aggregate of 400,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 17,000,000 common units for an aggregate purchase price of $ 400.0 million.

The private placement resulted in aggregate net proceeds to us of approximately $ 385.4 million (net of a closing fee of $ 14.6 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements).

We allocated the net proceeds, on a relative fair value basis, to the Class D Preferred Units ($ 343.7 million) and warrants ($ 41.7 million).

Proceeds from this issuance of Class D Preferred Units were used to fund a portion of the purchase price for the Mesquite acquisition.

On October 31, 2019, we completed a private placement of an aggregate of 200,000 Class D Preferred Units and warrants exercisable to purchase an aggregate of 8,500,000 common units for an aggregate purchase price of $ 200.0 million.

The private placement resulted in aggregate net proceeds to us of approximately $ 194.7 million (net of a closing fee of $ 5.3 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements).

We allocated the net proceeds, on a relative fair value basis, to the Class D Preferred Units ($ 183.6 million) and warrants ($ 11.1 million).

Proceeds from this issuance of Class D Preferred Units were used to fund a portion of the purchase price for the Hillstone acquisition.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The holders of the Class D Preferred Units are entitled to receive a cumulative, quarterly distribution in arrears on each Class D Preferred Unit then held at an annual rate of (i) 9.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on July 2, 2019 (the “Closing Date”) and ending on the date and including the last day of the eleventh full quarter following Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR (or alternative rate as determined in accordance with the partnership agreement), plus 7.00% per annum.

The following table summarizes cash distributions declared on our Class D Preferred Units for the years ended March 31, 2021 and 2020:

Class D Preferred Units

As of March 31, 2023, there were 600,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 25,500,000 common units outstanding.

The following table summarizes the outstanding warrants at March 31, 2023:

Issuance Date and Description Number of Warrants Exercise Price

Premium warrants 10,000,000 $ 17.45

Par warrants 7,000,000 $ 14.54

October 31, 2019

Premium warrants 5,000,000 $ 16.28

Par warrants 3,500,000 $ 13.56

The warrants may be exercised from and after the first anniversary of the date of issuance.

Unexercised warrants will expire on the tenth anniversary of the date of issuance.

The warrants will not participate in cash distributions.

Upon a change of control, all unvested warrants shall immediately vest and be exercisable in full.

The following table summarizes cash distributions declared on our Class D Preferred Units for the year ended March 31, 2021:

Amount Paid to Class D

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(in thousands)

October 23, 2019 November 7, 2019 November 14, 2019 $ 11.25 $ 4,450

January 23, 2020 February 7, 2020 February 14, 2020 $ 11.25 $ 6,075

April 27, 2020 May 7, 2020 May 15, 2020 $ 11.25 $ 6,868

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January 20, 2021 February 5, 2021 February 12, 2021 $ 26.01 $ 15,608

The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year), plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Amended and Restated Partnership Agreement .

The distributions for the quarters ended September 30, 2020 and December 31, 2020 include a 1.0 % rate increase due to us exceeding the adjusted total leverage ratio, as defined within the Partnership Agreement.

The distributions paid in cash for the three months ended June 30, 2020 of $ 6.9 million represented 50 % of the Class D Preferred Units distributions amount, as represented in the table above.

In accordance with the terms of our Partnership Agreement, the value of each Class D Preferred Unit automatically increased by the non-cash accretion which was approximately $ 6.9 million in the aggregate with respect to the distribution for the three months ended June 30, 2020.

The current distribution rate for the Class D Preferred Units increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Partnership Agreement.

For the quarter ended March 31, 2023, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at March 31, 2023 is $ 29.92 and the average cumulative distribution since suspension for each Class D Preferred unit is $ 252.34 .

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The total amount due as of March 31, 2023 is $ 167.7 million.

The distributions paid in cash for the three months ended June 30, 2020 of $ 6.9 million represented 50 % of the Class D Preferred Units distributions amount, as represented in the table above.

In accordance with the terms of our Amended and Restated Partnership Agreement, the value of each Class D Preferred Unit automatically increased by the non-cash accretion which was approximately $ 6.9 million in the aggregate with respect to the distribution for the three months ended June 30, 2020.

The distributions paid in cash for the year ended March 31, 2020 of $ 17.4 million represented 50 % of the Class D Preferred Units distribution amount.

In accordance with the terms of our Amended and Restated Partnership Agreement, the value of each Class D Preferred Unit automatically increased by the non-cash accretion, which was approximately $ 17.4 million in the aggregate with respect to the distributions for the year ended March 31, 2020.

On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in the Partnership Agreement).

Each Class D Variable Rate election shall be effective for at least four quarters following such election.

At any time after July 2, 2019 (the “Closing Date”), the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

At any time after the Closing Date, the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in the Amended and Restated Partnership Agreement.

At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement.

Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to the applicable redemption price.

redemption price based on an applicable internal rate of return, as more fully described in the Partnership Agreement.

At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then- applicable redemption price, as more fully described in the Partnership Agreement.

Upon a Class D Change of Control (as defined in the Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to the applicable redemption price.

The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units.

The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in the Amended and Restated Partnership Agreement) or as required by law.

The consent of a majority of the then-outstanding Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable.

The warrants issued in the July 2, 2019 private placement are exercisable for, in the aggregate, 17,000,000 common units, of which 10,000,000 were issued with an exercise price of $ 17.45 per common unit (the “Premium Warrants”), and the remaining warrants to purchase 7,000,000 common units were issued with an exercise price of $ 14.54 per common unit (the “Par Warrants”).

The warrants issued in the October 31, 2019 private placement are exercisable for, in the aggregate, 8,500,000 common units, of which, 5,000,000 (which are considered Premium Warrants) were issued with an exercise price of $ 16.28 per common unit, and the remaining warrants to purchase 3,500,000 (which are considered Par Warrants) common units were issued with an exercise price of $ 13.56 per common unit.

The warrants may be exercised from and after the first anniversary of the date of issuance.

Unexercised warrants will expire on the tenth anniversary of the date of issuance.

The warrants will not participate in cash distributions.

Upon a change of control, all unvested warrants shall immediately vest and be exercisable in full.

A change of control occurs when (a) the current general partner owners cease to own, directly or indirectly, at least 50% of the outstanding voting securities of the general partner, (b) the general partner withdraws or is removed by the limited partners, (c) the common units are no longer listed on a national exchange, or (d) the general partners and/or its affiliates become beneficial owner, directly or indirectly, of 80% or more of the outstanding common units or any transaction or event that occurs due to default on our credit agreement.

Board Rights Agreement

In connection with the issuance of the Class D Preferred Units, we entered into a board rights agreement pursuant to which affiliates of the purchasers of the Class D Preferred Units (“Purchasers”) will have the right to designate one director on the board of directors of our general partner, so long as the Purchasers and their respective affiliates, in the aggregate, own either at least (i) (A) 50% of the number of Class D Preferred Units issued on the Closing Date or (B) 50% of the aggregate liquidation preference of any class or series of Class D Parity Securities (as defined in the Amended and Restated Partnership Agreement), or (ii) warrants and/or common units that, in the aggregate, comprise 10% or more of the then-outstanding common units.

Amended and Restated Partnership Agreement

On February 4, 2021, NGL Energy Holdings LLC executed the First Amendment to the Seventh Amended and Restated Agreement of Limited Partnership for the purpose of amending certain consent rights in relation to the Class D Preferred Units.

On October 31, 2019, NGL Energy Holdings LLC executed the Seventh Amended and Restated Agreement of Limited Partnership.

The preferences, rights, powers and duties of holders of Class D Preferred Units are defined in the Amended and Restated Partnership Agreement.

The Class D Preferred Units rank senior to the common units with respect to payment of distributions and distribution of assets upon liquidation, dissolution and winding up, and are in parity with the Class B Preferred Units and Class C Preferred Units.

The Class D Preferred Units have no stated maturity, but we may redeem the Class D Preferred Units at any time after the Closing Date or upon the occurrence of a change in control.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On April 2, 2019, NGL Energy Holdings LLC executed the Fifth Amended and Restated Agreement of Limited Partnership.

The preferences, rights, powers and duties of holders of the Class C Preferred Units are defined in the Amended and Restated Partnership Agreement.

The Class C Preferred Units rank senior to the common units, with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up, and are on parity with the Class A Preferred Units (see above discussion regarding the redemption of these units) and Class B Preferred Units.

The Class C Preferred Units have no stated maturity but we may redeem the Class C Preferred Units at any time on or after April 15, 2024 or upon the occurrence of a change in control.

Equity-Based Incentive Compensation

Our general partner has adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation.

Our general partner granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”).

The Service Awards may also vest upon a change of control, at the discretion of the board of directors of our general partner.

Our GP adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation.

Our GP granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”).

The Service Awards may also vest upon a change of control, at the discretion of the board of directors of our GP.

No distributions accrue to or are paid on the Service Awards during the vesting period.

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Unvested Service Award units at March 31, 2022 2,188,800 $ 2.15

Units granted 3,294,750 $ 2.15

Units vested and issued ( 1,287,075 ) $ 2.15

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Unvested Service Award units at March 31, 2023 627,975 $ 2.15

The weighted-average grant prices for the years ended March 31, 2022, 2021 and 2020 were $ 2.15 , $ 3.76 and $ 12.84 , respectively.

In connection with the vesting of certain Service Award units during the year ended March 31, 2022, we canceled 44,769 of the newly-vested common units in satisfaction of $ 0.1 million of employee tax liability paid by us.

Pursuant to the expiration of the LTIP discussed below, those canceled units are not available for future grants.

As of March 31, 2022, there are 1,459,075 unvested Service Award units which are expected to vest during the year ended March 31, 2023 and 729,725 unvested Service Award units which are expected to vest during the year ended March 31, 2024.

There were no units granted for the year ended March 31, 2023.

The weighted-average grant prices for the years ended March 31, 2022 and 2021 were $ 2.15 .

In connection with the vesting of certain Service Awards during the year ended March 31, 2023, 55,702 of the newly-vested common units were surrendered by employees in satisfaction of $ 0.1 million of employee withholding taxes paid by the Partnership.

Pursuant to the expiration of the LTIP discussed below, those surrendered units are not available for future grants.

As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2023.

As of March 31, 2023, there are 627,975 unvested Service Award units which are expected to vest during the fiscal year ending March 31, 2024.

Also, any current unvested Service Awards that are forfeited or canceled will not be available for future grants.

Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate.

We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant date value of the award that is vested at that date.

During the years ended March 31, 2022, 2021 and 2020, we recorded compensation expense related to Service Award units of $ 3.3 million, $ 4.7 million and $ 8.5 million, respectively.

During the years ended March 31, 2022 and 2021, no Service Award units were granted as performance bonuses.

Of the Service Award units granted and vested during the year ended March 31, 2020, 1,886,131 units were granted for performance bonuses.

The total amount of the bonus payment for the year ended March 31, 2020 was $ 24.5 million, of which we had accrued $ 8.7 million as of March 31, 2019.

As of March 31, 2022, we had estimated future expense of $ 3.1 million on unvested Service Award units which we expect to record during the year ended March 31, 2023 and $ 1.3 million which we expect to record during the year ended March 31, 2024.

We record the expense for each Service

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

As the LTIP expired on May 10, 2021, we have no common units available for grant and any current unvested Service Awards that are forfeited or canceled will not be available for future grants.

Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant date value of the award that is vested at that date.

During the years ended March 31, 2023, 2022 and 2021, we recorded compensation expense related to Service Award units of $ 2.7 million, $ 3.3 million and $ 4.7 million, respectively.

For the unvested Service Award units at March 31, 2023, we had estimated future expense of $ 1.1 million which we expect to record during the fiscal year ending March 31, 2024.

Note 10— Fair Value of Financial Instruments

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Netting of counterparty contracts (1) ( 6,670 ) 6,670 ( 47,585 ) 47,585

Net cash collateral provided 839 — 2,660 5,543

Net cash collateral (held) provided ( 47,686 ) ( 114 ) 839 —

Commodity derivatives $ 34,325 $ ( 15,314 ) $ 78,575 $ ( 27,372 )

(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty.

Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements.

(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty.

Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements.

The following table summarizes the accounts that include our commodity derivative assets and liabilities in our consolidated balance sheets at the dates indicated:

1 unchanged sentence

Prepaid expenses and other current assets $ 33,875 $ 78,575

Other noncurrent assets 450 —

Accrued expenses and other payables ( 14,752 ) ( 27,108 )

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At March 31, 2023:

Crude oil fixed-price (1) April 2023–March 2024 1,069 $ 52,613

Propane fixed-price (1) April 2023–March 2025 ( 320 ) ( 4,047 )

Refined products fixed-price (1) April 2023–July 2024 ( 429 ) 4,468

Butane fixed-price (1) April 2023–March 2024 ( 830 ) 3,485

Other April 2023–September 2024 10,292

Net cash collateral held ( 47,800 )

Net commodity derivative asset $ 19,011

At March 31, 2022:

Crude oil fixed-price (1) April 2022–December 2023 ( 1,330 ) $ 35,662

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Net commodity derivative asset $ 51,203

At March 31, 2021:

Crude oil fixed-price (1) April 2021–December 2023 ( 1,850 ) $ ( 5,414 )

Propane fixed-price (1) April 2021–December 2023 ( 195 ) 2,188

Refined products fixed-price (1) April 2021–January 2022 ( 503 ) 1,928

Butane fixed-price (1) April 2021–March 2022 ( 753 ) ( 3,764 )

Other April 2021–June 2022 12,563

Net cash collateral provided 8,203

Net commodity derivative asset $ 15,704

(1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales.

These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.

The following table summarizes the net (losses) gains recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands):

The following table summarizes the net losses recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands):

Year Ended March 31,

2 unchanged sentences

2021 $ ( 83,578 )

Amounts in the table above do not include net (losses) gains from our commodity derivatives related to Mid-Con, Gas Blending and TPSL as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18).

Amounts in the table above do not include net losses from our commodity derivatives related to Mid-Con (as defined herein) and Gas Blending (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (see Note 18).

We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions.

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Interest Rate Risk

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the Wall Street Journal prime rate or LIBOR interest rate (or successor rate, which has since been determined to be SOFR).

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR, an adjusted forward-looking term rate based on the secured overnight financing rate.

At March 31, 2023, we had $ 138.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 8.70 %.

In addition, on and after certain dates, distributions for our Class B Preferred Units and Class C Preferred Units will be calculated using the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread (see Note 9 for a further discussion).

For our Class C Preferred Units, distributions on and after April 15, 2024 will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.384%.

Each Class D Variable Rate election shall be effective for at least four quarters following such election.

Fair Value of Fixed-Rate Notes

1 unchanged sentence

2026 Senior Secured Notes $ 1,974,833

2026 Senior Secured Notes $ 2,016,688

Senior Unsecured Notes:

2025 Notes $ 340,118

2026 Notes $ 287,333

2026 Notes $ 290,298

For the 2026 Senior Secured Notes and Senior Unsecured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.

For the 2026 Senior Secured Notes, 2025 Notes and 2026 Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.

Note 11— Segments

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Total $ 140,740 $ 135,022 $ 119,707

All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL, as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18).

All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (see Note 18).

The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated:

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(in thousands)

Sales to entities affiliated with management $ — $ 18,402 $ 8,367

Purchases from entities affiliated with management $ 1,489 $ 1,239 $ 3,799

Sales to equity method investees $ — $ — $ 203

Purchases from equity method investees $ 1,872 $ 1,091 $ 3,249

Sales to WPX (1) $ 39,129 $ 48,222

Purchases from entities affiliated with management $ — $ 1,489 $ 1,239

Sales to entities affiliated with management $ — $ — $ 18,402

Purchases from WPX (1) $ 216,487

Sales to SemGroup (2) $ 458

(1) As previously disclosed, a member of the board of directors of our general partner was an executive officer of WPX Energy, Inc.

Sales to WPX (1) $ 39,129

(1) As previously disclosed, a member of the board of directors of our GP was an executive officer of WPX Energy, Inc.

(“WPX”) and has subsequently retired.

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The prior year amounts relate to purchases and sales of crude oil with WPX as well as the treatment and disposal of produced water and solids received from WPX.

(2) As previously disclosed, SemGroup Corporation (“SemGroup”), who holds ownership interests in our general partner, was acquired by Energy Transfer LP (“ET”) in December 2019.

During the three months ended December 31, 2019, we reevaluated our related parties and determined that SemGroup/ET no longer meet the criteria to be disclosed as a related party.

Therefore, information for the six months ended September 30, 2019 has been retained but we have not disclosed any information related to transactions subsequent to September 30, 2019.

Accounts receivable from affiliates consist of the following at the dates indicated:

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Guarantee of Outstanding Loan for KAIR2014 LLC (“KAIR2014”)

In connection with the purchase of our 50 % interest in an aircraft company, KAIR2014, discussed below, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan.

In connection with the purchase of our 50 % interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan.

The other owner of KAIR2014, our Chief Executive Officer, H.

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As of March 31, 2023, no accrual has been recorded related to this guarantee.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

During the three months ended June 30, 2019, we purchased a 50 % interest in KAIR2014 for $ 0.9 million in cash and accounted for our interest using the equity method of accounting (see Note 2).

The remaining interest in KAIR2014 is owned by our Chief Executive Officer, H.

Michael Krimbill.

2026 Senior Secured Notes and ABL Facility

To complete the issuance of the 2026 Senior Secured Notes and the ABL Facility (see Note 7), we were required to receive the consent of the holders of our Class D Preferred Units, who are represented on the board of directors of our general partner.

For their consent, we paid to the holders of the Class D Preferred Units $ 40.0 million.

Acquisition of Interest in NGL Energy Holdings LLC

During the year ended March 31, 2020, we purchased, in three transactions, a 2.97 % interest in our general partner, NGL Energy Holdings LLC, for $ 3.8 million in cash and accounted for this as a deduction within limited partners’ equity in our consolidated balance sheet.

We also purchased a 5.73 % interest in our general partner, NGL Energy Holdings LLC, for $ 11.5 million in cash and accounted for this as a deduction within limited partners’ equity in our consolidated balance sheet.

This interest was purchased from a fund controlled by The Energy & Minerals Group, which is represented on the board of directors of our general partner.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 13— Employee Benefit Plan

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Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service.

Effective January 1, 2020, for every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan).

Expenses under the plan for the years ended March 31, 2022, 2021 and 2020 were $ 3.9 million, $ 3.4 million and $ 2.3 million, respectively, and do not include expenses for matching contributions related to Mid-Con, Gas Blending and TPSL which have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18).

Expenses under the plan for the years ended March 31, 2023, 2022 and 2021 were $ 2.8 million, $ 2.9 million and $ 3.4 million, respectively, and do not include expenses for matching contributions related to Mid-Con and Gas Blending, as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (see Note 18).

Note 14— Revenue from Contracts with Customers

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Our costs to obtain or fulfill our revenue contracts were not material as of March 31, 2023.

The majority of our revenue agreements are within scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases and are in scope under Topics 845 and 842, respectively.

The majority of our revenue agreements are in the scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively.

See Note 11 for a detail of disaggregated revenue.

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The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis.

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At each reporting period, we make a determination as to the likelihood of earning this fee.

We recognize revenue from these contracts when (i) actual volumes are received;

We recognize revenue from these contracts when (i) actual volumes are

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).

• Tiered pricing.

For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e.

the “reset period”) may vary from monthly to over a period of multiple months.

For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e., the “reset period”) may vary from monthly to over a period of multiple months.

If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates.

3 unchanged sentences

Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis.

Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e.

the “reset period”) may vary from daily to over a period of multiple months.

Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e., the “reset period”) may vary from daily to over a period of multiple months.

If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates.

7 unchanged sentences

For these types of agreements, revenue is recognized at a point in time based on when the crude oil is delivered and control is transferred to the customer.

For revenue received from services rendered, we are obligated to provide throughput services to move crude oil via pipeline, truck, railcar, or marine vessel or to provide terminal maintenance services.

For revenue received from services rendered, we are obligated to provide throughput services to move crude oil via pipeline, railcar or marine vessel or to provide terminal maintenance services.

In either case, the obligation is satisfied over time utilizing the output method based on each volume of crude oil that is moved from the origination point to the final destination or based on the passage of time.

1 unchanged sentence

Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue.

For sales of commodities, we are obligated to deliver a specified amount of

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

product over a specified period of time.

For sales of commodities, we are obligated to deliver a specified amount of product over a specified period of time.

For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer.

11 unchanged sentences

The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2023 (in thousands):

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Year Ending March 31,

11 unchanged sentences

Accounts receivable from contracts with customers are presented within accounts receivable-trade and accounts receivable-affiliates in our consolidated balance sheets.

We did not record any contract assets during the year ended March 31, 2022.

Under certain of our contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract.

8 unchanged sentences

As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

• Tiered pricing and volume discount pricing.

2 unchanged sentences

• Capital reimbursements.

Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines and custody transfer points, utilized to provide services to them under the revenue contracts.

Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines, booster stations and custody transfer points, utilized to provide services to them under the revenue contracts.

Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.

Contract Assets and Liabilities

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:

2 unchanged sentences

Accounts receivable from contracts with customers $ 425,760 $ 605,384

Contract assets (current) $ 10,050 $ —

Contract liabilities balance at March 31, 2021 $ 10,896

3 unchanged sentences

Contract liabilities balance at March 31, 2022 7,667

Payment received and deferred 62,969

Payment recognized in revenue ( 56,116 )

Contract liabilities balance at March 31, 2023 $ 14,520

Note 15— Leases

We adopted ASC 842 effective April 1, 2019 using the modified retrospective method with no cumulative effect adjustment to equity.

Upon adoption, we recorded operating lease right-of-use assets of $ 551.2 million and operating lease obligations of $ 549.0 million, including amounts classified as assets and liabilities held for sale as of April 1, 2019.

The adoption of this standard did not impact our unaudited condensed consolidated statement of operations or unaudited condensed consolidated statement of cash flows for the three months ended June 30, 2019.

We also elected the following transitional practical expedients, which allowed us to (i) not evaluate land easements prior to April 1, 2019;

(ii) use hindsight in determining the lease term;

(iii) not reassess whether current or expired contracts contain leases;

(iv) not reassess the lease classification for any expired or existing leases;

and (v) not reassess initial costs.

Lessee Accounting

2 unchanged sentences

If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement.

All of our leases are classified as operating leases.

Our leases are classified as operating and finance leases.

Operating lease right-of-use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset.

8 unchanged sentences

We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases.

We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

based on a flat rate per barrel disposed or a percentage of revenue generated.

We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be based on a flat rate per barrel disposed or a percentage of revenue generated.

Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred.

6 unchanged sentences

At March 31, 2023, we had operating lease right-of-use assets of $ 90.2 million and current and noncurrent operating lease obligations of $ 34.2 million and $ 58.5 million, respectively, on our consolidated balance sheet.

At March 31, 2021, we had operating lease right-of-use assets of $ 152.1 million and current and noncurrent operating lease obligations of $ 47.1 million and $ 103.6 million, respectively, on our consolidated balance sheet.

An impairment of the operating lease right-of-use asset of $ 1.6 million was recorded for the underperforming terminals in our Liquids Logistics and Crude Oil Logistics segments.

Also we recorded an impairment of the operating lease right-of-use asset of $ 0.1 million related to an office lease and $ 0.3 million related to the termination of leases.

At March 31, 2022, we had operating lease right-of-use assets of $ 114.1 million and current and noncurrent operating lease obligations of $ 41.3 million and $ 72.8 million, respectively,

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

on our consolidated balance sheet.

At March 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.71 years and 9.61 %, respectively.

At March 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 6.46 years and 7.49 %, respectively.

The following table summarizes the components of our lease expense for the periods indicated:

The following table summarizes the components of our lease cost for the periods indicated:

Year Ended March 31,

1 unchanged sentence

(in thousands)

Operating lease expense $ 58,535 $ 69,031 $ 72,340

Variable lease expense 22,130 18,871 19,158

Short-term lease expense 351 1,217 799

Total $ 81,016 $ 89,119 $ 92,297

The following table summarizes maturities of our operating lease obligations at March 31, 2022 (in thousands):

Year Ending March 31,

Operating lease cost (1) $ 51,525 $ 58,535 $ 69,031

Variable lease cost (1) 29,742 22,130 18,871

Short-term lease cost (1) 341 351 1,217

Finance lease cost

Amortization of right-of-use asset (2) 3 — —

Interest on lease obligation (3) 9 — —

Total lease cost $ 81,620 $ 81,016 $ 89,119

(1) Included in operating expenses in our consolidated statements of operations.

(2) Included in depreciation and amortization expense in our consolidated statements of operations.

(3) Included in interest expense in our consolidated statement of operations.

The following table summarizes maturities of our lease obligations at March 31, 2023 (in thousands):

Operating Finance

Year Ending March 31, Leases Lease (1)

2024 $ 40,766 $ 28

2025 26,486 28

2026 13,726 28

2027 7,854 28

Thereafter 26,763 —

1 unchanged sentence

Less imputed interest ( 28,768 ) ( 30 )

Total operating lease obligations $ 114,045

The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated:

Total lease obligations $ 92,616 $ 91

(1) At March 31, 2023, the short-term finance lease obligation of less than $ 0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $ 0.1 million is included in other noncurrent liabilities.

The following table summarizes supplemental cash flow information related to our leases for the periods indicated:

Year Ended March 31,

1 unchanged sentence

(in thousands)

Cash paid for amounts included in the measurement of operating lease obligations $ 57,449 $ 68,141 $ 101,678

Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 14,950 $ 33,579 $ 598,734

(1) Amounts include the leases and activity for TPSL and Gas Blending which were sold during the year ended March 31, 2020 (see Note 18).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of lease obligations

Operating cash outflows from operating leases $ 51,147 $ 57,449 $ 68,141

Operating cash outflows from finance lease $ 9 $ — $ —

Financing cash outflows from finance lease $ 10 $ — $ —

Right-of-use assets obtained in exchange for lease obligations

Operating leases $ 32,984 $ 14,950 $ 33,579

Finance lease $ 102 $ — $ —

Lessor Accounting and Subleases

1 unchanged sentence

We determine if an agreement contains a lease at the inception of the arrangement.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing.

19 unchanged sentences

We manage receivable pools using past due balances as a key credit quality indicator.

The following table summarizes changes in our expected credit loss allowance for accounts receivable - trade for the periods indicated:

Year Ended March 31,

2022 2021 2020 (1)

The following table summarizes changes in our allowance for expected credit losses for the periods indicated:

Accounts Receivable - Trade Notes Receivable and Other

(in thousands)

Balance at beginning of year $ 2,192 $ 4,540 $ 4,016

Balance at March 31, 2020 $ 4,540 $ —

Cumulative effect adjustment 433 680

1 unchanged sentence

Write-offs charged against the provision ( 3,100 ) ( 222 )

Balance at March 31, 2021 2,192 458

Change in provision for expected credit losses 929 —

Write-offs charged against the provision ( 491 ) —

Disposition of Sawtooth (See Note 17) ( 4 ) —

Balance at end of year $ 2,626 $ 2,192 $ 4,540

(1) We adopted ASU 2016-13 as of April 1, 2020.

The allowance reported for the year ended March 31, 2020 has not been changed from its previous presentation.

Balance at March 31, 2022 2,626 458

Change in provision for expected credit losses 25 ( 410 )

Write-offs charged against the provision ( 687 ) —

Balance at March 31, 2023 $ 1,964 $ 48

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes changes in our expected credit loss allowance for notes receivable and other for the periods indicated:

Year Ended March 31,

2022 2021 (1)

(in thousands)

Balance at beginning of year $ 458 $ —

Cumulative effect adjustment — 680

Write-offs charged against the provision — ( 222 )

Balance at end of year $ 458 $ 458

(1) We adopted ASU 2016-13 as of April 1, 2020.

An allowance had not been established for notes receivable and other prior to the adoption of ASU 2016-13.

In addition to the provision for expected credit losses above, we also wrote off $ 5.7 million during the year ended March 31, 2021 as discussed in Note 17.

In addition to the provision for expected credit losses below, we also wrote off $ 5.7 million during the year ended March 31, 2021 as discussed in Note 17.

Note 17— Other Matters

Sale of Sawtooth

On June 18, 2021, we sold our approximately 71.5 % interest in Sawtooth to a group of buyers for total consideration of $ 70.0 million less expenses of approximately $ 2.0 million.

We recorded a loss of $ 60.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2022 .

As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Liquids Logistics segment have not been classified as discontinued operations.

Dispute Settlement

During the three months ended December 31, 2022, we recorded other income of $ 29.5 million to settle a dispute associated with commercial activities not occurring in the current reporting periods.

We received payment on December 29, 2022.

This amount is recorded within other income (expense), net in our consolidated statement of operations for the year ended March 31, 2023.

Third-party Loan Receivable

As previously disclosed, we had an outstanding loan receivable of $ 26.7 million, including accrued interest, associated with our interest in a natural gas liquids loading/unloading facility (the “Facility”) that was utilized by a third party.

Our loan receivable was secured by title to and a lien interest on the Facility.

The third party filed a petition for bankruptcy under Chapter 11 of the bankruptcy code in July 2019, at which time we filed our Proof of Claim within the bankruptcy case.

On June 26, 2020, we settled our claim with the third party and agreed to receive $ 16.3 million, for which we released any and all claims and/or liens with respect to the Facility and transferred title of the Facility to the third party.

For the remaining $ 10.4 million of the loan receivable, we filed an unsecured claim within the bankruptcy.

As of June 30, 2020, we wrote-off approximately $ 9.4 million, the portion of the unsecured claimed we have deemed uncollectible, and this amount was recorded as a loss within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations.

As of March 31, 2022, the remaining balance of $ 0.6 million, net of an allowance for an expected credit loss, is recorded within prepaid expenses and other current assets in our consolidated balance sheet.

As previously disclosed, we had an outstanding loan receivable, including accrued interest, associated with our interest in a facility that was utilized by a third-party.

Due to the bankruptcy of the third-party, we wrote down the remaining outstanding balance to what we expected to collect as an unsecured claim.

At March 31, 2022, the outstanding balance of our unsecured claim was $ 0.6 million, net of an allowance for an expected credit loss, which was recorded within prepaid expenses and other current assets in our consolidated balance sheet.

During the three months ended June 30, 2022, we received $ 1.0 million to settle our unsecured claim and we reversed the allowance for the expected credit loss.

Third-party Bankruptcy

As previously disclosed, during the three months ended June 30, 2020, Extraction, who is a significant shipper on our Grand Mesa pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code.

Extraction had transportation contracts pursuant to which it had committed to ship crude oil on our pipeline through October 2026.

As part of the bankruptcy filing, Extraction requested that the court authorize it to reject these transportation contracts, effective June 14, 2020, and on November 2, 2020, the bankruptcy court issued a bench ruling granting Extraction’s motion to reject the transportation contracts effective as of June 14, 2020.

On December 21, 2020, we announced a global settlement agreement with Extraction, as it relates to Extraction’s emergence from bankruptcy, which occurred on January 21, 2021.

Among other consideration, the global settlement agreement provides for the following:

(i) a new long-term supply agreement, which includes a significant acreage dedication in the DJ Basin, and retains Extraction’s crude oil volumes for shipping on our Grand Mesa Pipeline;

(ii) a new rate structure under the supply agreement which is based on calendar month average New York Mercantile Exchange (“NYMEX”) prices with an agreed upon differential plus an increase in the rate when those NYMEX prices exceed $ 50.00 per barrel;

and (iii) the receipt of $ 35.0 million from Extraction as a liquidated payment for our unsecured claims, which was received on January 21, 2021.

As previously disclosed, during the three months ended June 30, 2020, Extraction, who is a significant shipper on our Grand Mesa pipeline and had transportation contracts to ship crude oil on our pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code and requested that the court authorize it to reject these transportation contracts, effective June 14, 2020.

On November 2, 2020, the bankruptcy court issued a bench ruling granting Extraction’s motion to reject the transportation contracts effective as of June 14, 2020.

As a result of the bankruptcy proceedings, we reached a global settlement agreement with Extraction on January 21, 2021.

Among other consideration, the global settlement agreement included a new long-term supply agreement, a new rate structure under the supply agreement and the receipt of $ 35.0 million from Extraction as a liquidated payment for our unsecured claims, which was received on January 21, 2021.

Also, as a result of these transactions, we assessed the goodwill of our Crude Oil Logistics reporting unit for impairment, which resulted in an impairment charge of $ 237.8 million (s ee Note 5 for a further discussion).

These impairment charges were recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 .

Extraction continued to utilize, during the bankruptcy period, the services under the transportation contracts and, as of September 30, 2020, owed us $ 5.7 million related to deficiency volumes, which following our global settlement, we deemed uncollectible and wrote off this balance to bad debt expense within our consolidated statement of operations during the year ended March 31, 2021.

Sale of Certain Saltwater Disposal Assets

On March 31, 2023, we sold certain saltwater disposal assets in the Midland Basin to two third-parties for total consideration of $ 13.6 million, of which $ 5.0 million was in cash and $ 8.6 million was a loan receivable.

Interest on the loan receivable is based on the prime rate and is due monthly beginning on September 1, 2023.

The loan receivable matures on April 1, 2026.

We recorded a loss of $ 18.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 .

As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Water Solutions segment have not been classified as discontinued operations.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

As a result of entering into the global settlement agreement, we determined that the customer commitment intangible asset related to one of the transportation contracts was impaired as of December 31, 2020 and recorded an impairment charge of $ 145.8 million , which was calculated as the difference between the carrying value of the intangible asset of $ 180.8 million and the $ 35.0 million received from Extraction.

We recorded the impairment charge within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 .

We also determined, as a result of these transactions, that it was more likely than not, that the fair value of our Crude Oil Logistics reporting unit was less than its carrying value and assessed goodwill for impairment, which resulted in an impairment charge of $ 237.8 million .

See Note 5 for a further discussion of the impairment of goodwill.

Extraction continued to utilize, during the bankruptcy period, the services under the transportation contracts by nominating and delivering barrels to be shipped on our pipeline.

As of September 30, 2020, Extraction owed us $ 5.7 million related to deficiency volumes, which was the difference between the actual volumes shipped and the minimum volume commitment specified under the contracts.

Following our global settlement, we deemed this amount uncollectible and wrote off the entire balance to bad debt expense within our consolidated statement of operations during the year ended March 31, 2021.

Sale of Marine Assets

On March 30, 2023, we sold our marine assets to two third-parties for total consideration of $ 111.7 million in cash less estimated expenses of approximately $ 7.5 million.

We recorded a loss of $ 8.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 .

As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations.

Sale of Sawtooth

On June 18, 2021, we sold our approximately 71.5 % interest in Sawtooth to a group of buyers for total consideration of $ 70.0 million less expenses of approximately $ 2.0 million.

We recorded a loss of $ 60.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2022 .

Sale of Certain Assets

1 unchanged sentence

We recorded a gain of $ 14.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 .

As part of the sale of our South Pecos water disposal business in February 2019, WaterBridge Resources LLC also had the option to acquire additional land and permits once the permitting process had been completed.

During the year ended March 31, 2020, WaterBridge Resources LLC acquired two additional permits and we received proceeds of $ 15.0 million and recorded a gain of $ 14.5 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2020.

Note 18— Discontinued Operations

As previously disclosed, on September 30, 2019, we completed the sale of TPSL to Trajectory Acquisition Company, LLC.

As previously disclosed, on September 30, 2019, we completed the sale of TransMontaigne Product Services, LLC (“TPSL”) to Trajectory Acquisition Company, LLC.

On January 3, 2020, we completed the sale of our refined products business in the mid-continent region of the United States (“Mid-Con”) to a third-party.

On March 30, 2020, we completed the sale of our gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”) to another third-party.

As the sale of each of these businesses represented strategic shifts, the results of operations and cash flows related to these businesses are classified as discontinued operations for the periods presented.

The following table summarizes the results of operations from discontinued operations for the periods indicated:

Year Ended March 31,

(in thousands)

The following table summarizes the results of operations from discontinued operations for the year ended March 31, 2021 (in thousands):

Revenues $ 16,198

1 unchanged sentence

Operating expenses 290

General and administrative expense — 56

Depreciation and amortization — 749

Loss on disposal or impairment of assets, net (1) 1,174

Operating loss from discontinued operations ( 1,822 )

Interest expense — ( 111 )

Other income, net — 133

Loss from discontinued operations before taxes ( 1,822 ) ( 218,215 )

Income tax benefit (expense) 53 ( 20 )

Income tax benefit 53

Loss from discontinued operations, net of tax $ ( 1,769 )

(1) Amount for the year ended March 31, 2021 includes a loss of $ 1.0 million on the sale of Gas Blending and $ 0.2 million on the sale of TPSL.

Amount for the year ended March 31, 2020 includes a loss of $ 182.1 million on the sale of TPSL, a loss of $ 6.3 million on the sale of Mid-Con, a loss of $ 14.5 million on the sale of Gas Blending and a loss of $ 1.0 million on the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp.

on July 10, 2018.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Includes a loss of $ 1.0 million on the sale of Gas Blending and $ 0.2 million on the sale of TPSL.

Note 19— Subsequent Events

On April 13, 2022, we amended the ABL Facility to increase the commitments to $ 600.0 million under the accordion feature within the ABL Facility.

As part of the amendment, we agreed to reduce the commitments back to $ 500.0 million on or before March 31, 2023.

In addition, the sub-limit for letters of credit was increased to $ 250.0 million, and the LIBOR benchmark was replaced with the adjusted daily simple SOFR benchmark.

Subsequent to March 31, 2023, we have repurchased $ 99.3 million of the 2025 Notes (see Note 7 for a further discussion).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures