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Item 9A. Controls and Procedures

2024-06-06 compared with 2023-05-31 · 731 added, 780 removed, 1828 unchanged (45% 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 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.

Based on this evaluation, the principal executive officer and principal financial officer of our general partner have concluded that as of March 31, 2023, such disclosure controls and procedures were effective.

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 (“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 GP, 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 GP, of the effectiveness of the design and operation of our disclosure controls and procedures at March 31, 2024.

Based on this evaluation, the principal executive officer and principal financial officer of our GP have concluded that as of March 31, 2024, such disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

The management of our Delaware limited partnership (the “Partnership”) and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13(a)-15(f).

The management of our Delaware limited partnership (“Partnership”) and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13(a)-15(f).

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO framework.

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In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024, 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, 2023, and our report dated May 31, 2023 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, 2024, and our report dated June 6, 2024 expressed an unqualified opinion on those financial statements.

Basis for opinion

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Other Information

During the three months ended March 31, 2024, no director or officer of the Partnership adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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 NGL Energy GP investor group, which includes 43 individuals and entities that own all of the outstanding membership interests in our GP (“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 seven members.

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

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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.

The following table summarizes information regarding the directors of our GP and our named executive officers as of June 4, 2024.

Name Age Position with NGL Energy Holdings LLC

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Cooper 48 Executive Vice President and Chief Financial Officer

Kingham 52 Executive Vice President and Chief Information Officer

McMurray 52 Executive Vice President and General Counsel and Secretary

2 unchanged sentences

Collingsworth 69 Director

Cropper 73 Director

Guderian 64 Director

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(“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.

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

Kingham has served as our Executive Vice President and Chief Information Officer since March 2024.

Kingham served as our Senior Vice President and Chief Information Officer from February 2018 to March 2024 and as our Chief Information Officer from April 2014 to February 2018.

Prior to joining NGL, Ms.

Kingham was the Chief Information Officer and held Information Technology (“IT”) Audit Management positions at a professional advisory firm for nine years.

Additionally, Ms.

Kingham spent nine years of her career at Williams in various IT technical and successive management positions.

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

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.

Cropper served as a director of Energy Transfer Partners, L.P.

from 2000 through 2005.

Cropper’s retirement from The Williams Companies, Inc.

in 1998, he has been a consultant and private investor and also served as a director of Sunoco Logistics Partners, L.P., NRG Energy, Inc., Berry Petroleum Company, Rental Car Finance Corp., a subsidiary of Dollar Thrifty Automotive Group and Wawa Inc.

Cropper currently serves on the board of directors of QuikTrip Corporation.

Cropper brings substantial experience in the energy business and in the marketing of energy products to the board.

With his significant management and governance experience, Mr.

Cropper provides important skills in identifying, assessing and addressing various business issues.

As a director for other public companies, Mr.

Cropper also provides cross board experience.

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.

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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.

Guderian previously served as Vice President of the Exploration & Production unit of The Williams Companies, Inc.

from 1998 until August 2011, where he had responsibility for overseeing international operations.

Guderian previously served as Vice President of the Exploration & Production unit of Williams from 1998 until August 2011, where he had responsibility for overseeing international operations.

Guderian served as a director of Apco Oil & Gas International Inc., from 2002 to 2015 and as a director of Petrolera Entre Lomas S.A.

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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 GP in December 2019 and was appointed to serve on the Audit Committee.

Reiners joined the board of directors of our GP in December 2019.

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

Prior to that, Mr.

Reiners served in various senior financial and accounting roles at ONEOK, Inc.

served in various senior financial and accounting roles at ONEOK, Inc.

and ONEOK Partners, L.P.

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Reiners was a partner at Grant Thornton LLP from August 2004 to July 2009.

Reiners currently serves on the board of directors of a community bank in Oklahoma.

Reiners is a certified public accountant.

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Collingsworth, Mr.

Cropper, and Mr.

Guderian currently serve on the compensation committee, and Mr.

Cropper serves as the chairman.

Guderian and Mr.

Reiners currently serve on the compensation committee, and Mr.

Guderian serves as the chairman.

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

Collingsworth and Mr.

Guderian are independent directors under applicable NYSE and Exchange Act rules.

Collingsworth, Mr.

Guderian and Mr.

Reiners are independent directors, as defined in the applicable NYSE and Exchange Act rules.

Corporate Governance

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.

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, which 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.

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The information contained on, or connected to, our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report that we file with or furnish to the SEC.

Insider Trading

The board of directors of our GP has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees, or by us, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us.

Our insider trading policies have been filed as Exhibit 19.1 and Exhibit 19.2 to this Annual Report.

Meeting of Non-Management Directors and Communications with Directors

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Reiners presides over these executive sessions.

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:

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 1300, Tulsa, Oklahoma 74136.

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Michael Krimbill–Chief Executive Officer

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

Cooper–Executive Vice President and Chief Financial Officer

• Lawrence J.

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McMurray–Executive Vice President and General Counsel and Secretary

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

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

• Jennifer L.

Kingham–Executive Vice President and Chief Information Officer

Compensation Philosophy

Our compensation philosophy emphasizes pay-for-performance, focused primarily on the ability to increase sustainable quarterly distributions to our unitholders.

Our compensation philosophy emphasizes pay-for-performance, focused primarily on the ability to reinstate sustainable quarterly distributions to our unitholders.

Pay-for-performance is based on a combination of our performance and the individual executive officer’s contribution to our performance.

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Factors Enhancing Alignment with Unitholder Interests

• At risk incentive compensation based on annual financial performance and growth in unitholder value;

• At risk incentive compensation based on annual financial performance;

• No excise tax gross-ups;

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• Role of the Compensation Committee’s Consultant:

In March 2021, the compensation committee received compensation advice and data from Pearl Meyer & Partners (“PM&P”).

PM&P provided advice and guidance regarding the principal components of compensation for our directors and market salary information for certain executive and senior vice president positions.

The compensation committee reviewed the services provided by PM&P and determined that they are independent in providing executive compensation consulting services.

In making this determination, the compensation committee noted the following:

◦ PM&P did not provide any services to the Partnership or management other than compensation consulting services requested by or with the approval of the compensation committee;

◦ PM&P does not provide, directly or indirectly through affiliates, any non-compensation services such as pension consulting or human resource outsourcing;

◦ PM&P maintains a conflicts policy, which was provided to the compensation committee with specific policies and procedures designed to ensure independence;

◦ Fees paid to PM&P by the Partnership for the services provided in March 2021 were less than 1% of PM&P’s total revenue;

◦ None of the PM&P consultants working on Partnership matters had any business or personal relationship with compensation committee members;

◦ None of the PM&P consultants working on Partnership matters (or any consultants at PM&P) had any business or personal relationship with any executive officer of the Partnership;

◦ None of the PM&P consultants working on Partnership matters own Partnership interests.

The compensation committee continues to monitor the independence of its compensation consultant on a periodic basis.

In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our executive compensation philosophy, plans and programs, our compensation committee has the authority to engage outside experts to assist in its deliberations, including the receipt of market salary information for certain executive and senior vice president positions or assistance in the design of compensation programs.

Elements of Executive Compensation

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Recognizes individual contributions to our performance

Long-Term Equity Incentive Awards Motivates and rewards the achievement of long-term performance goals, including increasing the market price of our common units and the quarterly distributions to our unitholders

Based on the named executive officer’s expected contribution to long-term performance goals

Provides a forfeitable long-term incentive to encourage executive retention

The compensation committee periodically reviews the base salaries of our named executive officers and may recommend adjustments as necessary.

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March 31, 2023

Base Salary Rate($)(1) Fiscal Year Ended

Base Salary Rate (1)

($) Fiscal Year Ended

March 31, 2024

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McMurray 500,000 515,000

Bridges 500,000 500,000

Ciolek 500,000 500,000

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.

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.

Kingham — 400,000

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.

Cooper’s base salary rate became effective on his promotion to Executive Vice President and Chief Financial Officer on January 13, 2023.

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

(2) Base salary rates became effective on March 24, 2024.

Kingham’s salary increased from $390,000.

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.

During fiscal year 2024, cash bonuses of $2.0 million, $0.6 million, $0.5 million, $0.3 million and $0.3 million were paid to Mr.

Krimbill, Mr.

McMurray, Mr.

Cooper and Mr.

Thuillier, respectively.

Krimbill nor Mr.

Ciolek received a cash bonus during fiscal year 2023.

Thuillier and Ms.

Kingham, respectively.

Long-Term Equity Incentive Awards

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

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:

All outstanding restricted units granted prior to the LTIP expiring (“Service Awards”) in the below table vested on November 15, 2023.

The following table summarizes Service Awards activity during fiscal year 2024 with respect to the named executive officers:

Unvested Units at Unvested Units at

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

Name March 31, 2023 Units Vested March 31, 2024

Michael Krimbill 62,500 (62,500) —

1 unchanged sentence

McMurray 37,500 (37,500) —

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

Ciolek (5) 112,500 — (112,500) —

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

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.

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.

Kingham 25,000 (25,000) —

Severance and Change in Control Benefits

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

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 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).

McMurray and Ms.

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

McMurray and Ms.

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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We do not have employment agreements with any of our named executive officers, other than Mr.

McMurray (as described below after the “Summary Compensation Table” under the heading, “Employment Agreement with Mr.

McMurray and Ms.

Kingham (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr.

McMurray and Ms.

Deductibility of Compensation

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Members of the Compensation Committee:

Cropper (Chairman)

Guderian (Chairman)

Collingsworth

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During fiscal year 2024, James M.

Collingsworth, Stephen L.

Cropper, and Bryan K.

Guderian served on the compensation committee.

Collingsworth, Bryan K.

Guderian and Derek S.

Reiners served on the compensation committee.

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

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General Counsel and Secretary 2022 495,192 250,000 322,500 3,863 1,071,555

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

Kingham (4) 2024 376,500 300,000 — 16,003 692,503

Executive Vice President and

Chief Financial Officer

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

Executive Vice President, 2022 500,000 250,000 322,500 12,374 1,084,874

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

(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.

Chief Information Officer

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

(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.

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.

McMurray is party to an employment agreement with the Partnership, dated March 10, 2017.

The agreement has a term of five years from the effective date, subject to automatic renewals for one-year periods thereafter unless either party provides 60 days’ notice of non-renewal of the term.

The agreement was renewed by its terms as of March 10, 2022.

The agreement provides that Mr.

McMurray will receive a base salary of no less than $250,000 per year and will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 100% of his base salary.

McMurray is also entitled to receive annual awards of unvested units under the Partnership’s LTIP.

Kingham was not a named executive officer prior to fiscal year 2024.

Employment Agreements with Mr.

McMurray and Ms.

Kingham are party to employment agreements with the Partnership, dated March 10, 2017.

The agreements have a term of five years from the effective date, subject to automatic renewals for one-year periods thereafter unless either party provides 60 days’ notice of non-renewal of the term.

The agreements were renewed by their terms as of March 10, 2024.

The agreements provide that Mr.

McMurray and Ms.

Kingham will receive a base salary of no less than $250,000 per year.

McMurray will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 100% of his base salary, while Ms.

Kingham will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 60% of her base salary.

McMurray and Ms.

Kingham are also entitled to receive annual awards of unvested units under the Partnership’s LTIP.

In the event that Mr.

McMurray’s employment is terminated by the Partnership without “cause” (as defined in his agreement), provided that he executes a general release of claims, Mr.

McMurray is entitled to receive (i) continued payment of his base salary for 12 months following the termination, (ii) the guaranteed unit awards that would have been paid or granted to Mr.

McMurray had Mr.

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’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.

McMurray’s elements of compensation, (2) the removal of Mr.

McMurray or Ms.

Kingham’s employment is terminated by the Partnership without “cause” (as defined in their respective agreements), provided that they execute a general release of claims, Mr.

McMurray and Ms.

Kingham are entitled to receive (i) continued payment of their base salary for 12 months following the termination, (ii) the restricted unit awards that would have been paid or granted to them had they remained employed for an additional three years following their termination, and (iii) their target annual bonus for the performance year in which their termination occurs.

McMurray and Ms.

Kingham would also be entitled to receive the severance benefits described in the foregoing sentence in the event that they voluntarily resign due to a “constructive discharge,” which circumstances would include (1) a reduction of their 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.

McMurray and Ms.

Kingham’s elements of compensation, (2) the removal of Mr.

McMurray from the position of Executive Vice President and General Counsel and Secretary without Mr.

McMurray’s written consent, (3) any action by the Partnership that results in significant diminution of Mr.

McMurray’s authority, power or responsibilities, or (4) the Partnership’s relocation of its principal place of business in Oklahoma to a location more than 50 miles from its current location.

McMurray is subject to non-disclosure and intellectual property rights assignment obligations, and an obligation not to solicit customers, employees or consultants lasting during his employment and for a period of 12 months thereafter.

McMurray’s written consent or the removal of Ms.

Kingham from the position of Executive Vice President and Chief Information Officer without Ms.

Kingham’s written consent, (3) any action by the Partnership that results in significant diminution of Mr.

McMurray’s or Ms.

Kingham’s authority, power or responsibilities, or

(4) the Partnership’s relocation of its principal place of business in Oklahoma to a location more than 50 miles from its current location.

McMurray and Ms.

Kingham are subject to non-disclosure and intellectual property rights assignment obligations, and an obligation not to solicit customers, employees or consultants lasting during their employment and for a period of 12 months thereafter.

Restricted Unit Awards

During fiscal year 2024, 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

The following table summarizes the number of unvested Service Awards outstanding and their fair values at March 31, 2023:

Number of Service Award Units

that Have Not Yet Vested Market Value of Service Award Units

that Have Not Yet Vested

Name (#)(1) ($)(2)

Michael Krimbill 62,500 181,250

Thuillier 13,750 39,875

McMurray 37,500 108,750

Bridges (3) — —

Ciolek (4) — —

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

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.

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.

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

All outstanding Service Awards in the below table vested on November 15, 2023.

2024 Units 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.

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 date.

Name Number of Service Award Units

Acquired on Vesting

(#) Value Realized on Vesting

Acquired on Vesting Value Realized on Vesting

Michael Krimbill 62,500 246,563

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McMurray 37,500 147,938

Bridges (4) 25,000 32,750

Ciolek (5) — —

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

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.

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.

Kingham 25,000 98,625

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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Withheld Total

Michael Krimbill 125,000 — 125,000

Thuillier 8,236 5,514 13,750

McMurray 21,712 15,788 37,500

Bridges 14,474 10,526 25,000

Potential Payments Upon Termination or Change in Control

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.

In the event that Mr.

McMurray’s employment had been terminated as of March 31, 2023 by the Partnership without “cause” or due to a “constructive discharge,” Mr.

McMurray would have been entitled to receive the following amounts:

Cash Severance Value of Guaranteed Unit Awards Target Annual Bonus Total

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

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).

McMurray and Ms.

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

McMurray and Ms.

In the event that their employment had been terminated as of March 31, 2024 by the Partnership without “cause” or due to a “constructive discharge,” Mr.

McMurray and Ms.

Kingham would have been entitled to receive the following amounts:

Cash Severance Target Annual Bonus Total

McMurray $ 515,000 $ 515,000 $ 1,030,000

Kingham $ 400,000 $ 240,000 $ 640,000

Pay Ratio Disclosure

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We identified the median employee by examining only base pay plus overtime for the period from January 1, 2023 through December 31, 2023.

We included all employees, with the exception of four employees that work in Canada, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any base pay plus overtime amounts.

We included all employees, with the exception of three employees that work in Canada, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any base pay plus overtime amounts.

After identifying the median employee, we calculated the annual total compensation for the median employee using the same methodology we use to calculate total annual compensation for our named executive officers, as set forth in the Summary Compensation Table above.

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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 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 prohibits directors, named executive officers and other designated employees from the following transactions:

(i) trading puts or calls or engaging in short sales with respect to our common units, or (ii) engaging 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.

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

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.

Due to the expiration of the LTIP, as discussed above, no restricted units were granted to the directors during fiscal year 2024.

The following table summarizes the compensation earned during fiscal year 2024 by each director who is not an officer or employee of our GP or its affiliates:

Name Fees Earned or

Name Total Compensation (1)

Coady 180,000

Collingsworth 205,000

Cropper 109,000 109,000

Guderian 210,000

Reiners 215,000

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.

(1) All of the compensation was paid in cash.

Long-Term Equity Incentive Awards

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Collingsworth 12,500 (12,500) —

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

Guderian 12,500 (12,500) —

Reiners 12,500 (12,500) —

(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 15, 2023, subject to the continued service of the recipients through such vesting date.

(1) All outstanding Service Awards vested on November 15, 2023.

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 May 26, 2023, of our common units by:

The following table summarizes the beneficial ownership, as of June 4, 2024, 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;

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(3) 16,734,375 11.21 %

JPMorgan Chase & Co.

(4) 8,493,128 6.41 %

Directors and named executive officers:

Bridges (4) 76,639 *

John A Ciolek (5) 307,264 *

Coady (5) 2,652,195 2.00 %

1 unchanged sentence

Cooper 200,000 *

Cropper (8) 112,500 *

Guderian 122,500 *

Kingham 92,687 *

Michael Krimbill (7) 4,925,018 3.72 %

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* Less than 1.0%

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

(1) Based on 132,512,766 common units outstanding at June 4, 2024.

(2) The mailing address for Invesco Ltd.

is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.

is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309.

reported sole voting and dispositive power with respect to all common units beneficially owned.

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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) 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.

(4) The mailing address for JPMorgan Chase & Co.

is 383 Madison Avenue, New York, NY 10179.

JPMorgan Chase & Co.

reported sole voting and dispositive power with respect to all common units beneficially owned.

The information related to JPMorgan Chase & Co.

is based upon its Schedule 13G filed with the SEC on February 6, 2024.

Coady owns 172,304 of these common units.

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Cindy Collingsworth owns 870 of these common units.

Cropper owns 87,500 of these common units.

Cropper Revocable Living Trust, of which Mr.

Cropper and his spouse, Donna L.

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

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.

Krimbill’s Form 4.

Krimbill owns 2,938,615 of these common units.

Krim2010, LLC owns 904,848 of these common units.

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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.

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.

(9) The directors and executive officers of our GP, as of June 4, 2024, also collectively own a 33.90% 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.

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Securities Authorized for Issuance Under Equity Compensation Plan

The following table summarizes information regarding the securities that may be issued under the LTIP at March 31, 2023.

Number of Securities to be

Issued upon Exercise of

Outstanding Options,

Warrants and Rights Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights Number of Securities

Remaining Available for

Future Issuances Under

Equity Compensation Plans

(Excluding Securities

Reflected in Column (a))

Plan Category (a) (b) (c)

Equity Compensation Plans Approved by Security Holders — — —

Equity Compensation Plans Not Approved by Security Holders (1) 627,975 — —

Total 627,975 — —

(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.

The LTIP expired on May 10, 2021 and all of the outstanding units vested on November 15, 2023.

Certain Relationships and Related Transactions, and Director Independence

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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.

These distributions and payments were determined by and among affiliated entities before our initial public offering (“IPO”) and, consequently, are not the result of arm’s length negotiations.

Operation Stage

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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.

As described in Note 7 to our consolidated financial statements included in this Annual Report, the ABL Facility, Term Loan B and the indenture for the 2029 Senior Secured Notes and 2032 Senior Secured Notes contain covenants limiting our ability to pay distributions if we are in default under these agreements.

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.

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Michael Krimbill, is a party to a similar guarantee.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan.

As of March 31, 2023, the outstanding balance of the loan is approximately $2.3 million.

Payments are made monthly, reducing the outstanding balance, and the loan matures in September 2023.

As the guarantee is joint and several, we could be liable for the entire outstanding balance of the loan.

The loan is collateralized by the airplane owned by KAIR2014 and in the event of a default, the lender could seek payment in full from us.

As of March 31, 2023, no accrual has been recorded related to this guarantee.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan, which was set to mature in September 2023.

On September 1, 2023, KAIR2014 entered into an agreement to extend the maturity date of the loan to September 1, 2028.

Accordingly, we and H.

Michael Krimbill executed new joint and several guarantees for the benefit of the lender for KAIR2014’s outstanding loan.

In December 2023, KAIR2014 sold an airplane for total consideration of approximately $4.7 million.

A portion of the proceeds was used to repay the outstanding loan balance of approximately $2.1 million, resulting in the release of our guarantee.

Travis Krimbill, an employee of the Partnership, is the son of 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 Registration Rights Parties.

We have entered into a registration rights agreement (as amended, the “Registration Rights Agreement”) with certain third parties (“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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Total $ 1,867 $ 1,769

(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.

In fiscal years 2024 and 2023, all of Grant Thornton LLP’s services were pre-approved by the Audit Committee.

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Exhibit Number Description

2.1 Membership Interest Purchase Agreement, dated as of May 30, 2018, by and among NGL Energy Operating, LLC, NGL Energy Partners LP, and Superior Plus Energy Services Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on July 10, 2018)

2.1 Asset Purchase and Sale Agreement, dated May 13, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc.

40 unchanged sentences

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.

36 unchanged sentences

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

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.

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 February 22, 2017)

4.13 Forms of 6.125% Senior Notes due 2025 (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 February 22, 2017)

4.14 Registration Rights Agreement, dated as of February 22, 2017, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and RBC Capital Markets, LLC and Deutsche Bank Securities Inc., as representatives 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 February 22, 2017)

4.15 First 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 4.11 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 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 4.12 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 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 4.4 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)

4.18 Fourth 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 4.6 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

4.19 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.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 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)

4.20 Sixth 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 4.30 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)

4.21 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 (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.

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 April 9, 2019)

4.23 Forms of 7.5% Senior Notes due 2026 (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 April 9, 2019)

4.24 Registration Rights Agreement, dated as of April 9, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and RBC Capital Markets, LLC and Mizuho Securities USA LLC, as representatives 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 April 9, 2019)

4.25 First 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 4.5 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)

4.26 Second 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 4.7 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)

4.27 Third 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 4.3 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)

4.28 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.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.37 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)

4.29 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 (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)

4.12* Indenture, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S.

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

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

4.31 Form of 7.500% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 and included as Exhibit A to Exhibit 4.1 to the Current Report on Form 8-K (File No.

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

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 (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)

Bank Trust Company, National Association, as trustee and collateral agent

4.13* Form of 8.125% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.12 of this Form 10-K)

4.14* Form of 8.375% Senior Secured Notes due 2032 (included as Exhibit B to Exhibit 4.12 of this Form 10-K)

4.15 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.

9 unchanged sentences

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

10.2 First Amendment to Credit Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

10.2 First Amendment to Credit Agreement dated as of November 8, 2021, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

and certain other financial institutions (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

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

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

10.3 Second Amendment to Credit Agreement dated as of April 13, 2022, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

and certain other financial institutions (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.

10.4 Third Amendment to Credit Agreement dated as of February 16, 2023, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

and certain other financial institutions (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 Fourth Amendment to Credit Agreement dated as of July 13, 2023, by and among NGL Energy Operating LLC, NGL Energy Partners LP, each Guarantor party hereto, JPMorgan Chase Bank, N.A.

and certain other financial institutions (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)

10.6 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)

10.7 Credit Party Accession Agreement, dated as of June 30, 2023, among NGL North Ranch, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023)

10.8 Term Loan Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Toronto Dominion (Texas) LLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto (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 2, 2024)

10.9 Fifth Amendment to Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on February 2, 2024)

10.10 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.

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

10.7+ NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35172) filed with the SEC on May 17, 2011)

10.8+ Form of Restricted Unit Award Agreement under the NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-35172) for the quarter ended June 30, 2012 filed with the SEC on August 14, 2012 )

10.11 Class D Preferred Unit and Warrant Purchase Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P.

19 unchanged sentences

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

19.1* Insider Trading Policy

19.2* Supplemental Insider Trading Policy

21.1* List of Subsidiaries of NGL Energy Partners LP

22.1* List of Issuers and Guarantor Subsidiaries of NGL Energy Partners LP

23.1* Consent of Grant Thornton LLP

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH** Inline XBRL Schema Document

Exhibit Number Description

101.CAL** Inline XBRL Calculation Linkbase Document

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

(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.

(i) Consolidated Balance Sheets at March 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended March 31, 2024, 2023, and 2022, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2024, 2023, and 2022, (iv) Consolidated Statements of Changes in Equity for the years ended March 31, 2024, 2023, and 2022, (v) Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023, and 2022, and (vi) Notes to Consolidated Financial Statements.

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 May 31, 2023.

NGL Energy Partners LP

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Signature Title Date

Michael Krimbill Chief Executive Officer and Director May 31, 2023

Michael Krimbill Chief Executive Officer and Director June 6, 2024

Michael Krimbill (Principal Executive Officer)

/s/ Bradley P.

Cooper Chief Financial Officer May 31, 2023

Cooper Chief Financial Officer June 6, 2024

(Principal Financial Officer)

/s/ Lawrence J.

Thuillier Chief Accounting Officer May 31, 2023

Thuillier Chief Accounting Officer June 6, 2024

Thuillier (Principal Accounting Officer)

Coady Director May 31, 2023

Collingsworth Director May 31, 2023

Coady Director June 6, 2024

Collingsworth Director June 6, 2024

Collingsworth

/s/ Stephen L.

Cropper Director May 31, 2023

Guderian Director May 31, 2023

Director May 31, 2023

Reiners Director May 31, 2023

Guderian Director June 6, 2024

Raymond Director June 6, 2024

Reiners Director June 6, 2024

/s/ Randall S.

Wade Director May 31, 2023

Wade Director June 6, 2024

INDEX TO FINANCIAL STATEMENTS

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Consolidated Statements of Operations for the years ended March 31, 2024, 2023, and 2022

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

Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Equity for the years ended March 31, 2024, 2023, and 2022

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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, 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”).

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, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the three years in the period ended March 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, 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, 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.

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, 2024, 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, 2024 expressed an unqualified opinion.

Basis for opinio n

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Management performed quantitative impairment assessments for the Crude Oil Logistics and Wholesale/Terminal reporting units to test goodwill for impairment as of January 1, 2024.

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.

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 recognized a goodwill impairment charge of $ 69.2 million during the three months ended March 31, 2024 related to its Wholesale/Terminal reporting unit within the Partnership’s Liquids Logistics reportable segment.

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

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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 units.

We tested the effectiveness of controls relating to management’s goodwill impairment assessment, 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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◦ The appropriateness of the discount rate by recalculating the weighted average costs of capital and evaluating future market conditions, and

◦ Other significant assumptions, including the terminal growth rate.

◦ Other significant assumptions, including the exit multiple.

• 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.

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Prepaid expenses and other current assets 126,933 98,089

Assets held for sale 66,597 —

Total current assets 1,178,934 1,292,445

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Operating lease obligations 31,090 34,166

Liabilities held for sale 614 —

Total current liabilities 977,347 1,110,137

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Liquids Logistics 4,569,689 5,533,044 4,897,553

Corporate and Other — — 1,255

Total Revenues 6,956,571 8,694,904 7,947,915

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Revaluation of liabilities 2,680 9,665 ( 6,495 )

Operating Income (Loss) 289,163 83,043 ( 390,753 )

Operating Income 177,572 289,163 83,043

OTHER INCOME (EXPENSE):

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Interest expense ( 269,923 ) ( 275,445 ) ( 271,640 )

Gain (loss) on early extinguishment of liabilities, net 6,177 1,813 ( 16,692 )

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

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

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

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

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

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

(Loss) gain on early extinguishment of liabilities, net ( 55,281 ) 6,177 1,813

Other income, net 2,793 28,748 2,254

(Loss) Income Before Income Taxes ( 140,719 ) 52,763 ( 183,130 )

INCOME TAX EXPENSE ( 2,405 ) ( 271 ) ( 971 )

Net (Loss) Income ( 143,124 ) 52,492 ( 184,101 )

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 631 ) ( 1,106 ) ( 655 )

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 )

NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ — $ — $ ( 1,767 )

NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ ( 143,755 ) $ 51,386 $ ( 184,756 )

NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) $ ( 283,116 ) $ ( 73,232 ) $ ( 288,630 )

BASIC AND DILUTED LOSS PER COMMON UNIT $ ( 2.14 ) $ ( 0.56 ) $ ( 2.22 )

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

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

Net Loss $ ( 0.56 ) $ ( 2.22 ) $ ( 5.68 )

BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 131,007,171 129,840,234 128,980,823

DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 131,007,171 129,840,234 128,980,823

BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 132,146,477 131,007,171 129,840,234

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

(in Thousands)

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2024 2023 2022

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

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

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

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

Other comprehensive loss ( 49 ) ( 142 ) ( 42 )

Comprehensive (loss) income $ ( 143,173 ) $ 52,350 $ ( 184,143 )

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

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

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

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 )

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

Other comprehensive income — — — — — 119 — 119

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

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 )

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

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

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

Distributions to preferred unitholders (Note 9) — — — — ( 178,299 ) — — ( 178,299 )

Distributions to noncontrolling interest owners — — — — — — ( 1,586 ) ( 1,586 )

Contributions from noncontrolling interest owners (Note 17) — — — — — — 2,685 2,685

Common unit repurchases and cancellations (Note 9) — — — ( 21,302 ) ( 84 ) — — ( 84 )

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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

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

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

Depreciation and amortization, including amortization of debt issuance costs 282,731 290,879 306,208

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Change in provision for expected credit losses 471 ( 385 ) 929

Net adjustments to fair value of commodity derivatives 5,383 116,556 83,578

Net adjustments to fair value of derivatives 1,047 5,383 116,556

Equity in earnings of unconsolidated entities ( 4,120 ) ( 4,120 ) ( 1,400 )

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Other current and noncurrent liabilities 5,501 ( 38,482 ) ( 64,681 )

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

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

Net cash provided by operating activities 376,164 445,186 205,846

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Capital expenditures ( 152,295 ) ( 147,765 ) ( 142,359 )

Acquisitions, net of cash acquired — — 901

Net settlements of commodity derivatives 54,430 ( 152,055 ) ( 80,372 )

Net settlements of derivatives ( 1,022 ) 54,430 ( 152,055 )

Proceeds from sales of assets 53,246 45,978 18,500

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Distributions of capital from unconsolidated entities 568 — 367

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

Net cash (used in) provided by investing activities ( 83,761 ) 64,188 ( 212,408 )

FINANCING ACTIVITIES:

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 )

Repayment and repurchase of senior unsecured notes ( 479,302 ) ( 83,167 ) ( 115,796 )

Proceeds from borrowings on other long-term debt — — 50,000

Proceeds from borrowings under ABL Facility 1,652,000 2,007,000 1,815,000

Payments on ABL Facility ( 1,790,000 ) ( 1,985,000 ) ( 1,703,000 )

Issuance of secured debt 2,894,873 — —

Repayment and repurchase of senior secured and unsecured notes ( 2,781,067 ) ( 479,302 ) ( 83,167 )

Payments on other long-term debt — ( 43,278 ) ( 7,390 )

Debt issuance costs ( 53,170 ) ( 3,294 ) ( 12,932 )

Distributions to general and common unit partners and preferred unitholders — — ( 142,128 )

Distributions to preferred unitholders ( 178,299 ) — —

Distributions to noncontrolling interest owners ( 1,586 ) ( 1,993 ) ( 1,635 )

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Supplemental non-cash investing and financing activities:

Distributions declared but not paid to preferred unitholders $ — $ — $ 13,814

Accrued capital expenditures $ 9,626 $ 7,533 $ 14,558

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

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

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• Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines and storage tanks.

• Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our 23 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 we own a propane pipeline system in Michigan.

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

We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes.

We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

Note 2— Significant Accounting Policies

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

Fair value is based upon assumptions that market participants would use when pricing an asset or liability.

We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

Fair value is based upon assumptions that market

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

participants would use when pricing an asset or liability.

We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.

Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts.

Instruments categorized in Level 2 include non-exchange traded derivative financial instruments such as over-the-counter commodity price swap and option contracts and forward commodity contracts.

We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments.

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instead, we record the purchase or sale at the contracted value once the delivery occurs.

We periodically enter into interest rate swaps to hedge variability in interest rates and effectively lock in the benchmark interest rate at the inception of the swap.

We have not designated any financial instruments as hedges for accounting purposes.

All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our consolidated statements of operations, regardless of whether the contract is physically or financially settled.

The change in the fair value of our interest rate swap is recorded as a net gain or loss within interest expense in our consolidated statement of operations and within cash flows from operations in our consolidated statements of cash flows.

We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations.

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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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Cost of Sales

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Depreciation and Amortization

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

to interest expense and certain contract-based intangible assets, for which the amortization is recorded to either cost of sales or operating expense.

Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense and certain contract-based intangible assets, for which the amortization is recorded to either cost of sales or operating expense.

We qualify as a partnership for income tax purposes.

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Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accounts Receivable and Concentration of Credit Risk

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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)

We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2024 or 2023.

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Propane 34,225 46,910

Biodiesel 19,778 20,474

Butane 20,400 18,384

Biodiesel 18,919 19,778

Diesel 5,361 2,536

Ethanol 3 3,503

Other (1) 7,946 5,413

Total $ 130,907 $ 142,607

(1) Includes less than $ 0.1 million of ethanol inventory that was separately reported as an individual line item in our Annual Report on Form 10-K for the year ended March 31, 2023 (“2023 Annual Report”).

Investments in Unconsolidated Entities

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Water services and land company Water Solutions 50 % 2,026 2,071

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

Natural gas liquids terminal company Liquids Logistics 50 % 125 164

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

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

Total $ 20,305 $ 21,090

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

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

As the distributions we received exceeded our investment, a gain of $ 0.6 million was recorded within other income, net in our consolidated statement of operations for the year ended March 31, 2024 as the excess distributions are not refundable.

The investee was dissolved on April 30, 2024.

Other Noncurrent Assets

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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, 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).

At March 31, 2024 and 2023, linefill consisted of 502,686 barrels of crude oil.

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

(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.

(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets (see Note 17).

At March 31, 2024 and 2023, the loan receivable balance was $ 7.5 million and $ 8.6 million, respectively, of which $ 2.7 million, which includes interest receivable, is recorded within prepaid expenses and other current assets in our March 31, 2024 consolidated balance sheet.

(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).

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)

This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment.

At March 31, 2024 and 2023, the deficiency credit was $ 4.6 million and $ 8.9 million, respectively, of which $ 4.3 million and $ 4.3 million, respectively, are recorded within prepaid expenses and other current assets in our consolidated balance sheets.

Accrued Expenses and Other Payables

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Accrued interest (1) $ 58,335 $ 49,362

Accrued compensation and benefits 27,013 18,417

Derivative liabilities 36,679 14,752

Accrued compensation and benefits 34,708 27,013

Excise and other tax liabilities 18,003 11,777

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Total $ 213,757 $ 133,616

(1) Includes amounts accrued related to the LCT Capital, LLC legal matter (see Note 8).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Amounts in the table above do not include accrued expenses and other payables related to the sale of certain freshwater water solutions facilities, as these amounts have been classified as liabilities held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

Property, Plant and Equipment

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We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the fair value of such investment may have experienced a decline to less than its carrying value and the decline is other than temporary.

Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed.

Business combinations are accounted for using the “acquisition method”.

We expect that all of our goodwill at March 31, 2023 is deductible for federal income tax purposes.

Goodwill represents the excess of the purchase price of the acquired businesses over the net fair value of acquired assets and assumed liabilities.

Business combinations are accounted for using the “acquisition method.” We expect that all of our goodwill at March 31, 2024 is deductible for federal income tax purposes.

Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually.

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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The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results.

Changes in operating results and other assumptions could materially affect these estimates.

Changes in operating results and other

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

assumptions could materially affect these estimates.

See Note 5 for a further discussion and analysis of our goodwill impairment assessment.

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We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year.

At March 31, 2024 and 2023, ethanol inventory is included in Other in “Inventories” above.

Also, for the years ended March 31, 2024, 2023 and 2022, certain revenues are included in Disposal Services Fees in Note 11.

These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows.

Recent Accounting Pronouncements

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted.

The amendments are required to be applied prospectively with retrospective application permitted.

We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In December 2023, the FASB issued ASU No.

2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets, which includes amendments intended to improve the accounting for and disclosure of crypto assets.

The ASU requires crypto assets to be measured at fair value each reporting period and for changes from remeasurement to be recognized in net income.

The ASU also requires enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings.

The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, including interim periods during that fiscal year, with early adoption permitted and requires a cumulative-effect adjustment upon adoption.

This ASU does not currently impact our financial statements.

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.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which includes amendments intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for the Partnership’s fiscal year beginning April 1, 2024, and interim periods within our fiscal year beginning April 1, 2025, with early adoption permitted and requires retrospective application.

We are currently evaluating the ASU to determine its impact on our financial statement disclosures.

In August 2020, the FASB issued 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):

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

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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 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).

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.

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 and left all other provisions of ASU 2020-04 unchanged.

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).

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)

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 )

Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 )

Net income attributable to noncontrolling interests ( 631 ) ( 1,106 ) ( 655 )

Net (loss) income attributable to NGL Energy Partners LP ( 143,755 ) 51,386 ( 184,756 )

Distributions to preferred unitholders (1) ( 139,644 ) ( 124,691 ) ( 104,163 )

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 GP (2) — — 2

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

Net loss allocated to GP (2) 283 73 289

Net loss allocated to common unitholders $ ( 283,116 ) $ ( 73,232 ) $ ( 288,630 )

Basic and diluted loss per common unit $ ( 2.14 ) $ ( 0.56 ) $ ( 2.22 )

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

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

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

(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)

(1) Includes cumulative distributions for the years ended March 31, 2024, 2023 and 2022 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.

Note 4— Property, Plant and Equipment

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(in years) (in thousands)

Natural gas liquids terminal and storage assets 2 - 30 $ 160,939 $ 173,199

Pipeline and related facilities 30 - 40 265,253 265,643

Vehicles and railcars (1) 3 - 25 92,640 93,126

Water treatment facilities and equipment 3 - 30 $ 2,055,565 $ 2,040,792

Pipeline and related facilities 30 - 40 266,129 265,253

Crude oil tanks and related equipment 2 - 30 226,048 221,881

Barges and towboats (2) 5 - 30 — 138,778

Information technology equipment 3 - 7 35,884 48,664

Natural gas liquids terminal and storage assets 2 - 30 167,633 160,939

Buildings and leasehold improvements 3 - 40 122,878 130,119

Vehicles and railcars (1) 3 - 25 91,715 92,640

Land 70,270 89,474

Information technology equipment 3 - 7 33,907 35,884

Tank bottoms and linefill (2) 28,269 40,001

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Construction in progress 43,010 33,673

3,121,564 3,349,396

Gross property, plant and equipment 3,107,976 3,121,564

Accumulated depreciation ( 1,011,274 ) ( 898,184 )

Net property, plant and equipment $ 2,096,702 $ 2,223,380

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

(1) Includes a finance lease right-of-use asset of $ 0.1 million at March 31, 2024 and 2023.

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).

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

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Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.

Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the sale of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:

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Total $ 40,318 $ 84,509 $ 36,624

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)

(1) Amounts do not include the loss recognized on the sale of certain saltwater disposal assets discussed in Note 17.

(2) Amounts do not include the gain recognized on the sale of three natural gas liquids terminals discussed in Note 17.

During the year ended March 31, 2024, the following transactions were recorded:

• A net loss of $ 35.9 million primarily related to the write down of the value of certain saltwater disposal wells as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment.

• A net loss of $ 6.9 million primarily related to the sale of certain assets in our Water Solutions segment.

• A gain of $ 3.9 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period in our Water Solutions segment.

• A loss of $ 2.9 million related to the retirement or sale of certain assets in our Crude Oil Logistics segment.

• A gain of $ 0.8 million on the sale of land in our Liquids Logistics segment.

• A gain of $ 0.7 million on the sale of our plane in Corporate and Other.

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.

• 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.

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• A gain of $ 5.5 million on the sale of our trucking assets in our Crude Oil Logistics segment.

During the year ended March 31, 2021, the following transactions were recorded within our Water Solutions segment:

• An impairment charge of $ 30.6 million to write down the value of an asset group due to a decline in producer activity, resulting in lower disposal volumes.

See Note 6 for a discussion of the impairment of intangible assets within this asset group.

• An impairment charge of $ 11.9 million to write down the value of certain inactive saltwater disposal facilities that we do not expect to bring back online.

• A net loss of $ 6.7 million related to write-down or write off of certain assets, including facilities damaged by lightning strikes and abandoned projects, and the sale of certain other miscellaneous assets.

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

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 5— Goodwill

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(in thousands)

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

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

Disposal (1) — ( 32,075 ) — ( 32,075 )

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

Disposal (2) — — ( 4,781 ) ( 4,781 )

Assets held for sale (3) ( 4,108 ) — — ( 4,108 )

Impairment — — ( 69,193 ) ( 69,193 )

Goodwill at March 31, 2024 $ 279,202 $ 309,971 $ 45,109 $ 634,282

(1) Relates to the sale of our marine assets within our Crude Oil Logistics segment during the year ended March 31, 2023 (see Note 17).

(2) Relates to the sale of two natural gas liquids terminals within our Liquids Logistics segment on July 24, 2023 (see Note 17).

(3) Relates to goodwill classified as held for sale for the sale of certain freshwater water solutions facilities within our Water Solutions segment (see Note 17).

Fiscal Year 2024 Goodwill Impairment Assessment

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See below for a further discussion of the testing.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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, 2024.

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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 %.

Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 23 %.

During the three months ended March 31, 2024, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $ 69.2 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 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.

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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.

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.

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.

See below for a further discussion of the testing.

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.

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.

We also considered expectations regarding:

(i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) disposal 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 Water Solutions 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 Water Solutions reporting unit exceeded its carrying value by approximately 3.0 %.

As discussed in Note 17, in December 2020, we reached a settlement in the Extraction Oil & Gas, Inc.(“Extraction”) bankruptcy case, which is expected to result in decreases in future cash flows for certain of our assets.

Based on this aforementioned event, we concluded that a triggering event occurred, which required us to perform a quantitative impairment test as of December 31, 2020 for our Crude Oil Logistics reporting unit.

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 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.

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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 was less than its carrying value by approximately 17.0 %.

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.

Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 12 %.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 6— Intangible Assets

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Customer commitments 20.3 192,000 ( 36,480 ) 155,520 192,000 ( 28,800 ) 163,200

Pipeline capacity rights 20.7 7,799 ( 2,427 ) 5,372 7,799 ( 2,167 ) 5,632

Rights-of-way and easements 29.9 95,231 ( 18,187 ) 77,044 94,875 ( 15,138 ) 79,737

Water rights 25.6 36,068 ( 5,310 ) 30,758 99,869 ( 26,453 ) 73,416

Debt issuance costs (1) 4.9 18,473 ( 605 ) 17,868 25,592 ( 9,921 ) 15,671

Executory contracts and other agreements 25.2 17,854 ( 3,670 ) 14,184 21,570 ( 5,037 ) 16,533

Pipeline capacity rights 19.7 7,799 ( 2,687 ) 5,112 7,799 ( 2,427 ) 5,372

Non-compete agreements — — — — 1,100 ( 1,082 ) 18

Debt issuance costs (1) 2.9 25,592 ( 9,921 ) 15,671 22,202 ( 5,055 ) 17,147

Total amortizable 1,272,538 ( 332,560 ) 939,978 1,639,273 ( 580,860 ) 1,058,413

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(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.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Debt issuance costs related to the fixed-rate notes and Term Loan B are reported as a reduction of the carrying amount of long-term debt.

Amounts in the table above do not include intangible assets and accumulated amortization related to the sale of certain freshwater water solutions facilities and certain saltwater disposal assets, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 17).

Write off of Intangible Assets

For intangible assets other than debt issuance costs, we record (gains) losses from the sales of intangible assets and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations.

We record the write-off of debt issuance costs within gain (loss) on early extinguishment of liabilities, net in our consolidated statement of operations.

We record the write-off of debt issuance costs within (loss) gain on early extinguishment of liabilities, net in our consolidated statement of operations.

Intangible assets sold as part of the dispositions disclosed in Note 17 are not described below.

During the year ended March 31, 2024, we recorded an impairment charge of $ 0.3 million to write down the value of a trade name in conjunction with the sale of certain saltwater disposal assets in the Pinedale Anticline Basin as we are no longer using the trade name (see Note 17).

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.

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• 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:

• An impairment charge of $ 145.8 million against the customer commitment intangible asset related to a transportation contract with Extraction that was rejected as part of Extraction’s bankruptcy.

See Note 17 for a further discussion of Extraction’s bankruptcy and the impairment of the intangible asset.

• 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.

• 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).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Amortization expense is as follows for the periods indicated:

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Total $ 939,978

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 7— Long-Term Debt

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(in thousands)

Asset-based revolving credit facility (“ABL Facility”) $ — $ — $ 138,000 $ 138,000

Senior secured term loan “B” credit facility (“Term Loan B”) 700,000 $ ( 17,549 ) 682,451 — $ — —

Senior secured notes:

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— — — 2,050,000 ( 26,009 ) 2,023,991

Asset-based revolving credit facility (“ABL Facility”) 138,000 138,000 116,000 116,000

Senior unsecured notes:

7.500 % Notes due 2023 (“2023 Notes”)

8.125 % Notes due 2029 (“2029 Senior Secured Notes”)

900,000 ( 12,845 ) 887,155 — — —

6.125 % Notes due 2025 (“2025 Notes”)

8.375 % Notes due 2032 (“2032 Senior Secured Notes”)

1,300,000 ( 18,784 ) 1,281,216 — — —

Senior unsecured notes:

6.125 % Notes due 2025 (“2025 Notes”)

— — — 380,020 ( 1,612 ) 378,408

Other long-term debt — — — 41,705 ( 59 ) 41,646

7.500 % Notes due 2026 (“2026 Notes”)

— — — 319,902 ( 2,496 ) 317,406

Total long-term debt 2,900,000 ( 49,178 ) 2,850,822 2,887,922 ( 30,117 ) 2,857,805

Current maturities 7,000 — 7,000 — — —

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(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.

The unamortized debt issuance costs for Term Loan B include a $ 5.1 million discount.

Recent Developments

On February 2, 2024, we closed a debt refinancing transaction of $ 2.9 billion consisting of a private offering of $ 2.2 billion of senior secured notes, which includes $ 900.0 million of 2029 Senior Secured Notes and $ 1.3 billion of 2032 Senior Secured Notes.

We also entered into a new seven-year $ 700.0 million Term Loan B.

The net proceeds from these transactions were used (i) to fund the redemption, and related discharge of the indentures governing our existing 2025 Notes, 2026 Notes and 2026 Senior Secured Notes, including any applicable premiums and accrued and unpaid interest (as discussed further

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

below), (ii) to pay fees and expenses in connection therewith, (iii) to repay borrowings under the ABL Facility and (iv) to the extent of any remaining net proceeds, for general corporate purposes.

In addition, in connection with the closing of the refinancing, the ABL Facility was amended.

The ABL Facility is subject to a borrowing base, and includes a sub-limit for letters of credit.

Current commitments under the ABL facility are $ 600.0 million.

On February 2, 2024, we amended the ABL Facility to, among other things, (i) extend the maturity to the earliest of (a) February 2, 2029 and (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, subject to certain exceptions, (ii) provide for a sub-limit of $200.0 million for letters of credit and a $200.0 million incremental facility, subject to the receipt of commitments from lenders and customary borrowing conditions, (iii) modify the applicable margin for loans under the ABL Facility based on a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio, and (iv) provide for a mandatory prepayment under the ABL Facility while any loans are outstanding under the ABL Facility if aggregate “excess cash” (as defined in the ABL Facility) exceeds $50.0 million, subject to certain exceptions.

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.

At March 31, 2024, there were no borrowings under the ABL Facility and we had letters of credit outstanding of approximately $ 99.5 million.

All borrowings under the ABL Facility bear interest at SOFR or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio.

The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for SOFR varies from 2.50% to 3.00%.

In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility.

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, 2024, the borrowings under the ABL Facility had a weighted average interest rate of 10.25 % calculated as the prime rate of 8.50 % plus a margin of 1.75 % on the alternate base rate borrowings.

On March 31, 2024, the interest rate in effect on letters of credit was 2.75 %.

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 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, 2024, no Cash Dominion Event had occurred.

At March 31, 2024, we were in compliance with the covenants under the ABL Facility.

The Term Loan B was issued at 99.25 % of par for gross proceeds of $ 694.8 million.

The Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“Term Loan Credit Agreement”).

The Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin.

The applicable margin for alternate base rate loans varies from 3.25% to 3.50% and the applicable margin for SOFR-based loans varies from 4.25% to 4.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the Term Loan Credit Agreement).

The Term Loan B will mature on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ending June 30, 2024, with the balance payable on maturity.

We have the ability to prepay the Term Loan B at any time without premium or penalty, other

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

than customary breakage costs and a premium of 1% of the principal amount prepaid, if the prepayment occurs prior to the six-month anniversary of the closing date.

The Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds), (b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted indebtedness.

Under the Term Loan Credit Agreement, we are permitted to request, from time to time, (i) increases in the Term Loan B, and/or (ii) the establishment of new tranches of incremental term loans, in an aggregate principal amount of up to the greater of $150 million and 20% of consolidated EBITDA plus such additional amounts depending upon satisfaction of certain ratio tests and other conditions, in each case subject to commitments from lenders and customary conditions.

The Term Loan B is 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 on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

At March 31, 2024, the borrowings under the Term Loan B had a SOFR of 5.33 % plus a margin of 4.50 %.

The Term Loan Credit Agreement 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 Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ending June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.00.

The Term Loan Credit Agreement contains other customary terms, events of default and covenants.

At March 31, 2024, we were in compliance with the covenants under the Term Loan B.

Senior Secured Notes

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Interest is payable on February 1 and August 1 of each year, beginning on August 1, 2021.

We redeemed all of the outstanding 2026 Senior Secured Notes on February 6, 2024 (see “Redemptions” below).

On February 2, 2024, we closed on our private offering of $ 900.0 million of 2029 Senior Secured Notes.

Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024.

The 2029 Senior Secured Notes mature on February 15, 2029.

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 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.

On February 2, 2024, we closed on our private offering of $ 1.3 billion of 2032 Senior Secured Notes.

Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024.

The 2032 Senior Secured Notes mature on February 15, 2032.

2026 Senior Secured Notes

The 2026 Senior Secured Notes were 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 for the 2026 Senior Secured Notes (“2026 Indenture”) contained covenants that, among other things, limited our ability to:

pay distributions or make other restricted payments or repurchase stock;

incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock;

make certain investments;

create or incur liens;

enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership);

enter into certain transactions with our affiliates;

designate restricted

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

subsidiaries as unrestricted subsidiaries;

and merge, consolidate or transfer or sell all or substantially all of our assets.

The 2026 Indenture specifically restricted our ability to pay distributions until our total leverage ratio (as defined in the 2026 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.

The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):

2026 Senior Secured Notes (1)

Notes redeemed $ 2,050,000

Cash paid (excluding payments of accrued interest) $ 2,088,438

Loss on early extinguishment of debt $ 59,014

(1) On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes.

Loss on the early extinguishment of debt for the 2026 Senior Secured Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 20.6 million and a call premium of $ 38.4 million.

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

2029 Senior Secured Notes and 2032 Senior Secured Notes

The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”).

The 2029 Senior Secured Notes and 2032 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 on 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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designate restricted subsidiaries as unrestricted subsidiaries;

and merge, consolidate or transfer or sell all or substantially all of our assets.

The Indenture specifically restricts our ability to pay 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.

and consolidate, merge or transfer or sell all or substantially all of our assets.

These covenants are subject to a number of important exceptions and qualifications.

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.

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.

We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026 at the redemption prices specified in the Indenture.

Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2029 Senior Secured Notes with an amount of cash not greater than the amount equal to the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture.

In addition, before February 15, 2026, we have the option to redeem all or part of the 2029 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2029 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027 at the redemption prices specified in the Indenture.

Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2032 Senior Secured Notes with an amount of cash not greater than the amount equal to the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture.

In addition, before February 15, 2027, we have the option to redeem all or part of the 2032 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2032 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

If we sell certain of our assets, or experience specific kinds of changes of control followed by a rating decline, each holder of the 2029 Senior Secured Notes and 2032 Senior Secured Note will have the right to require us to offer to repurchase all or any part of that holder’s 2029 Senior Secured Notes and 2032 Senior Secured Notes at 101% of the aggregate principal amount of the 2029 Senior Secured Notes and 2032 Senior Secured Notes to be repurchased plus accrued and unpaid interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes repurchased to, but excluding, the date of purchase.

The Indenture contains other customary terms, events of default and covenants.

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Notes to Consolidated Financial Statements (Continued)

At March 31, 2023, we were in compliance with the covenants under the 2026 Senior Secured Notes indenture.

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 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.

At March 31, 2023, $ 138.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $ 152.0 million.

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 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%.

In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility.

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, 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 %.

At March 31, 2023, no Cash Dominion Event had occurred.

At March 31, 2023, we were in compliance with the covenants under the ABL Facility.

At March 31, 2024, we were in compliance with the covenants under the Indenture.

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

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.

On October 24, 2016, we issued $ 700.0 million of 7.5 % 2023 Notes.

are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes were 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 contained various customary covenants, which included 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.

Our obligations under the Senior Unsecured Notes could have been 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.

On October 24, 2016, we issued $ 700.0 million of 7.5 % senior unsecured notes due 2023 (“2023 Notes”).

Interest is payable on May 1 and November 1 of each year.

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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 January 19, 2024, we delivered notice to the holders of the 2025 Notes that we intend to redeem the 2025 Notes on February 20, 2024.

We redeemed all of the remaining outstanding 2025 Notes on February 20, 2024 (see “Redemptions” below).

On April 9, 2019, we issued $ 450.0 million of 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.

On February 2, 2024, we deposited $ 331.9 million with the trustee for the redemption of the 2026 Notes, which included the payment of accrued and unpaid interest of $ 12.0 million.

As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer have this liability as of March 31, 2024 (see “Redemptions” below).

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

(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.

(1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2023 and 2022 is inclusive of the write off of debt issuance costs of $ 0.6 million and $ 0.4 million, respectively.

The gain is reported within (loss) gain 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 year ended March 31, 2024 is inclusive of the write off of debt issuance costs of $ 0.4 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):

The gain is reported within (loss) gain 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 and 2022 is inclusive of the write off of debt issuance costs of $ 0.1 million and $ 0.1 million respectively.

The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations.

The following table summarizes redemptions of Senior Unsecured Notes for the periods indicated:

Year Ended March 31,

(in thousands)

2023 Notes (1)

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Loss on early extinguishment of debt $ — $ 367

2025 Notes (2)

Notes redeemed $ 280,745 $ —

Cash paid (excluding payments of accrued interest) $ 280,745 $ —

Loss on early extinguishment of debt $ 978 $ —

2026 Notes (3)

Notes redeemed $ 319,902 $ —

Cash paid (excluding payments of accrued interest) $ 319,902 $ —

Loss on early extinguishment of debt $ 2,159 $ —

(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.

Other Long-Term Debt

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).

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.

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.

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

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Notes to Consolidated Financial Statements (Continued)

(2) On February 20, 2024, we redeemed all of the remaining outstanding 2025 Notes.

Loss on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 1.0 million.

The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations.

(3) On February 2, 2024, we deposited $ 331.9 million with the trustee for the redemption of the 2026 Notes, which included the repayment of accrued and unpaid interest of $ 12.0 million.

As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer had this liability as of March 31, 2024.

Loss on the early extinguishment of debt for the 2026 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $ 2.2 million.

The loss is reported within (loss) gain 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, 2024:

Year Ending March 31, 2026 Senior

Notes ABL Facility Senior

Year Ending March 31, Term Loan B Senior Secured

(in thousands)

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2028 7,000 — 7,000

2029 7,000 900,000 907,000

Thereafter 665,000 1,300,000 1,965,000

Total $ 700,000 $ 2,200,000 $ 2,900,000

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Year Ending March 31,

2024 $ 10,842

Thereafter 11,566

Total $ 49,178

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Notes to Consolidated Financial Statements (Continued)

Note 8— Commitments and Contingencies

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Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $ 4.0 million for quantum meruit and $ 29.0 million for fraudulent misrepresentation, subject to statutory interest.

On December 5, 2019, in response to the defendants’ post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial (the “December 5th Order”).

Both parties filed applications with the trial court asking the trial court to certify the December 5th Order for interlocutory, immediate review by the Appellate Court.

On January 7, 2020, the Supreme Court of Delaware (“Supreme Court”) entered an Order accepting an interlocutory appeal of various issues relating to both the quantum meruit and fraudulent misrepresentation verdicts.

The Supreme Court heard oral arguments of the parties on November 4, 2020, took the matters presented under advisement and on January 28, 2021, issued a ruling that (a) LCT is not entitled to “benefit-of-the-bargain” damages on its fraud claim;

On January 7, 2020, the Supreme Court of Delaware entered an Order accepting an interlocutory appeal of various issues relating to both the quantum meruit and fraudulent misrepresentation verdicts.

The Supreme Court of Delaware heard oral arguments of the parties on November 4, 2020, took the matters presented under advisement and on January 28, 2021, issued a ruling that (a) LCT is not entitled to “benefit-of-the-bargain” damages on its fraud claim;

(b) LCT is not entitled to receive fraudulent misrepresentation damages separate from its quantum meruit damages;

(c) the trial court abused its discretion when it ordered a new trial on damages relating to LCT’s claim of fraudulent misrepresentation;

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

relating to LCT’s claim of fraudulent misrepresentation;

and (d) the trial court properly ordered a new trial on LCT’s claim of quantum meruit damages.

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 GP and the Partnership contend that the jury verdict is not supportable by controlling law or the evidentiary record, and on July 28, 2023, filed their notice of appeal to the Supreme Court of Delaware which raises various issues relating to the quantum meruit verdict, including but not limited to, certain written orders and oral evidentiary and other rulings made prior to and during the February 2023 remand trial.

On October 12, 2023, LCT filed its answering brief on appeal and cross-appellant’s opening brief on cross-appeal.

The GP and the Partnership filed their reply and answering brief on cross-appeal on November 13, 2023.

On February 7, 2024, the Supreme Court of Delaware held before the Court en Banc oral arguments for the appeal matters.

On May 28, 2024, the Supreme Court of Delaware affirmed the jury verdict and remanded the case back to the trial court to re-calculate the amount of the pre- and post-judgment interest accrual.

As of March 31, 2024, we accrued $ 62.1 million related to this matter, of which approximately $ 26.1 million represents interest accrued through March 31, 2024 and $ 0.1 million of costs awarded to the plaintiff.

Interest will continue to accrue until the amount of the judgment is paid.

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.

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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.

During the final fairness hearing on June 15, 2023, the settlement agreement was approved by the court and an order granting final approval of the class action settlement was entered into record.

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.

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Notes to Consolidated Financial Statements (Continued)

Asset Retirement Obligations

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Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events.

The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands):

Balance at March 31, 2021 $ 28,079

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands):

Asset retirement obligations at March 31, 2022 $ 29,941

Liabilities incurred 3,880

Liabilities associated with disposed assets (1) ( 1,493 )

Liabilities settled ( 391 )

Accretion expense 3,226

Balance at March 31, 2022 29,941

Asset retirement obligations at March 31, 2023 35,163

Liabilities incurred 23,088

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Liabilities settled ( 222 )

Liabilities held for sale (3) ( 356 )

Accretion expense 2,619

Balance at March 31, 2023 $ 35,163

(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.

Asset retirement obligations at March 31, 2024 $ 56,574

(1) Relates to the sale of certain saltwater disposal wells and other long-lived assets within our Water Solutions segment (see Note 17).

(2) Relates to the sale of certain saltwater disposal wells and other long-lived assets within our Water Solutions segment and the sale of a natural gas liquids terminal in our Liquids Logistics segment (see Note 17).

(3) Relates to asset retirement obligations classified as held for sale for the sale of certain saltwater disposal assets within our Water Solutions segment (see Note 17).

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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We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.

Pipeline Capacity Agreements

We have noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on their pipelines.

Pipeline Capacity Agreement

We have a noncancelable agreement with a crude oil pipeline operator, which guarantees us minimum monthly shipping capacity on the pipeline.

As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity.

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 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):

Year Ending March 31,

2024 $ 26,857

Total $ 53,641

Sales and Purchase Contracts

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.

Under this agreement, 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, and this agreement allows 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.

The future minimum throughput payments under this agreement at March 31, 2024 were $ 30.4 million, of which all will be recognized during the year ending March 31, 2025.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Sales and Purchase Contracts

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.

At March 31, 2024, we had the following commodity purchase commitments:

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Fixed-Price Commodity Purchase Commitments:

2024 $ 74,933 1,085 $ 68,849 75,214

Year Ending March 31,

2025 $ 76,134 1,037 $ 25,413 33,204

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Index-Price Commodity Purchase Commitments:

Year Ending March 31,

2025 $ 3,658,596 46,617 $ 950,129 996,662

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Fixed-Price Commodity Sale Commitments:

Year Ending March 31,

2025 $ 76,593 1,037 $ 35,840 38,377

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Index-Price Commodity Sale Commitments:

2024 $ 2,263,615 41,737 $ 369,134 356,181

Year Ending March 31,

2025 $ 2,953,808 35,749 $ 538,274 479,487

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These contracts are recorded at fair value in our consolidated balance sheet and are not included in the tables above.

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)

contracts are included in the derivative disclosures in Note 10, and represent $ 52.2 million of our prepaid expenses and other current assets and $ 34.7 million of our accrued expenses and other payables at March 31, 2024.

Other Commitments

We have noncancelable agreements for product storage, railcar spurs and real estate.

We have noncancelable agreements for product storage, railcar spurs, capital projects and real estate.

The following table summarizes future minimum payments under these agreements at March 31, 2024 (in thousands):

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Total $ 55,675

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.

During the years ended March 31, 2023 and 2022, we recorded $ 1.3 million and $ 2.1 million, respectively, within operating expense in our consolidated statements of operations.

The Subsidy Agreement expired on December 31, 2022.

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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.

At March 31, 2024, we owned 8.69 % of our GP.

General Partner Contributions

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Suspension of Common Unit and Preferred Unit Distributions

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.

On February 6, 2024, the board of directors of our GP declared a cash distribution of 50 % of the outstanding distribution arrearages through December 31, 2023 to the holders of the Class B Preferred Units, the Class C Preferred Units and the Class D Preferred Units.

The distributions were made on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

See below for a further discussion.

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 year ended March 31, 2021:

Date Declared Record Date Payment Date Amount

Per Unit Amount Paid to

Limited Partners Amount Paid to

General Partner

(in thousands) (in thousands)

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 B Preferred Units

As of March 31, 2024, 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

Preferred Unitholders

(in thousands)

March 16, 2020 March 31, 2020 April 15, 2020 $ 0.5625 $ 7,079

June 15, 2020 June 30, 2020 July 15, 2020 $ 0.5625 $ 7,079

September 15, 2020 September 30, 2020 October 15, 2020 $ 0.5625 $ 7,079

December 17, 2020 January 1, 2021 January 15, 2021 $ 0.5625 $ 7,079

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 .

In addition, the amount of cumulative but unpaid distribution shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The total amount due as of March 31, 2023 is $ 74.3 million.

The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.3314% for the quarter ended March 31, 2024) plus a spread of 7.213%.

Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), and the rules implementing the LIBOR Act.

On February 27, 2024, we made a distribution payment of $ 55.9 million to the holders of record of the Class B Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 0.7840 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class B preferred unit is $ 5.4571 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The estimated total amount due as of March 31, 2024 is $ 68.7 million.

Class C Preferred Units

As of March 31, 2024, 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

Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders

(in thousands)

March 16, 2020 March 31, 2020 April 15, 2020 $ 0.6016 $ 1,083

June 15, 2020 June 30, 2020 July 15, 2020 $ 0.6016 $ 1,083

September 15, 2020 September 30, 2020 October 15, 2020 $ 0.6016 $ 1,083

December 17, 2020 January 1, 2021 January 15, 2021 $ 0.6016 $ 1,083

The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year).

For the quarter ended March 31, 2023, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the quarterly distribution for each Class C Preferred Unit is $ 0.6016 and the cumulative distribution since suspension for each Class C Preferred Unit is $ 5.4141 .

On February 27, 2024, we made a distribution payment of $ 7.3 million to the holders of record of the Class C Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 0.6016 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class C preferred unit is $ 4.8374 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The total amount due as of March 31, 2023 is $ 10.7 million.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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 amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%.

The estimated total amount due as of March 31, 2024 is $ 8.7 million.

On April 15, 2024, the distributions for 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 our amended and restated limited partnership agreement (“Partnership Agreement”)) plus a spread of 7.384%.

Class D Preferred Units

7 unchanged sentences

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.

All outstanding warrants are currently exercisable and any 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

Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders

(in thousands)

April 27, 2020 May 7, 2020 May 15, 2020 $ 11.25 $ 6,868

July 23, 2020 August 6, 2020 August 14, 2020 $ 11.25 $ 6,946

October 27, 2020 November 6, 2020 November 13, 2020 $ 26.01 $ 15,608

January 20, 2021 February 5, 2021 February 12, 2021 $ 26.01 $ 15,608

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 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The total amount due as of March 31, 2023 is $ 167.7 million.

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)

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 current distribution rate for the Class D Preferred Units is 10.00% (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 0.50% rate increase due to a Class D distribution payment default, as defined within our Partnership Agreement .

On February 27, 2024, we made a distribution payment of $ 115.0 million to the holders of record of the Class D Preferred Units at the close of trading on February 16, 2024.

For the quarter ended March 31, 2024, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the estimated average quarterly distribution for March 31, 2024 is $ 27.31 and the estimated cumulative distributions in arrears as of March 31, 2024 for each Class D preferred unit is $ 232.33 .

In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full.

The estimated total amount due as of March 31, 2024 is $ 139.4 million.

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 accordance with our Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in our 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 (“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 our Partnership Agreement.

Upon a Class D Change of Control (as defined in our 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 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.

Total Preferred Unit Distributions in Arrears and Subsequent Payments

The estimated total preferred unit distributions in arrears for all classes of preferred units are $ 216.8 million as of March 31, 2024.

On April 4, 2024, the board of directors of our GP declared a cash distribution of 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units and the Class C Preferred Units.

Each of the Class B Preferred Units received $ 3.0224 per unit and the Class C Preferred Units received $ 2.6790 per unit on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

Additionally, on April 4, 2024, the board of directors of our GP declared a cash distribution 55.4 % of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units.

The Class D Preferred Units quarterly distribution of $ 77.1 million was made on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

On April 9, 2024, the board of directors of our GP declared a cash distribution to fully pay the remaining distribution arrearages and interest on the Class B Preferred Units and the Class C Preferred Units.

Each of the Class B Preferred Units received $ 2.4750 to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 9.9 million earned during the quarter ended March 31, 2024.

The distribution was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Each of the Class C Preferred Units received $ 2.1860 to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 1.1 million earned during the quarter ended March 31, 2024.

The distribution was paid on April 25, 2024 to the holders of record at the close of

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

trading on April 19, 2024.

Additionally, on April 9, 2024, the board of directors of our GP declared a cash distribution of $ 63.0 million to the holders of the Class D Preferred Units to fully pay the remaining distribution arrearages and interest as of April 25, 2024, which included a distribution of $ 16.4 million earned during the quarter ended March 31, 2024.

The distribution was made on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

Amended and Restated Partnership Agreement

2 unchanged sentences

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”).

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 (“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.

The LTIP expired on May 10, 2021.

As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2024.

The following table summarizes the Service Award activity during the year ended March 31, 2024:

6 unchanged sentences

Unvested Service Award units at 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, 2024, 21,302 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

Pursuant to the expiration of the LTIP discussed above, those surrendered units are not available for future grants.

During the years ended March 31, 2024, 2023 and 2022, we recorded compensation expense related to Service Awards of $ 1.1 million, $ 2.7 million and $ 3.3 million, respectively.

Note 10— Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments.

Therefore, these assets and liabilities are not presented in the following table.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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

Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature.

Commodity Derivatives

The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our consolidated balance sheet at the dates indicated:

The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our consolidated balance sheets at the dates indicated:

March 31, 2024 March 31, 2023

7 unchanged sentences

Netting of counterparty contracts (1) ( 4,798 ) 4,798 ( 6,670 ) 6,670

Net cash collateral (held) provided ( 47,686 ) ( 114 ) 839 —

Commodity derivatives $ 34,325 $ ( 15,314 ) $ 78,575 $ ( 27,372 )

Net cash collateral provided (held) 630 2,719 ( 47,686 ) ( 114 )

Derivatives $ 54,670 $ ( 37,345 ) $ 34,325 $ ( 15,314 )

(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:

The following table summarizes the accounts that include our derivative assets and liabilities in our consolidated balance sheets at the dates indicated:

(in thousands)

3 unchanged sentences

Other noncurrent liabilities ( 666 ) ( 562 )

Net commodity derivative asset $ 19,011 $ 51,203

Net derivative asset $ 17,325 $ 19,011

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes our open commodity derivative contract positions at the dates indicated.

The following table summarizes our open derivative contract positions at the dates indicated.

We do not account for these derivatives as hedges.

Contracts Settlement Period Net Long

Contracts Settlement Period Net Long (Short)

Notional Units

(in barrels) Fair Value

(in barrels) Fair Value of

(Liabilities)

2 unchanged sentences

Crude oil fixed-price (1) April 2024–March 2025 ( 174 ) $ ( 3,000 )

Propane fixed-price (1) April 2024–April 2025 6,980 1,870

Refined products fixed-price (1) April 2024–December 2024 ( 244 ) 518

Butane fixed-price (1) April 2024–March 2025 ( 982 ) ( 2,222 )

Variable-to-fixed interest rate swap (2) April 2024–April 2026 515

Other April 2024–March 2025 16,295

Net cash collateral provided 3,349

Net derivative asset $ 17,325

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 )

3 unchanged sentences

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

Propane fixed-price (1) April 2022–December 2023 184 3,785

Refined products fixed-price (1) April 2022–December 2022 685 ( 6,063 )

Butane fixed-price (1) April 2022–December 2023 ( 268 ) ( 1,711 )

Other April 2022–March 2023 18,691

Net cash collateral provided 839

Net commodity derivative asset $ 51,203

Net derivative asset $ 19,011

(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.

(2) In March 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

Under this arrangement, we pay a fixed interest rate of 4.32 % in exchange for SOFR-based variable interest through April 2026.

The change in the fair value of the interest rate swap is recorded as a net gain or loss within interest expense in our consolidated statement of operations.

There was $ 0.5 million of unrealized gains on our interest rate swap as of March 31, 2024.

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):

3 unchanged sentences

2022 $ ( 116,556 )

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.

5 unchanged sentences

Interest Rate Risk

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 %.

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%.

The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR.

At March 31, 2024, there were no borrowings under the ABL Facility.

The Term Loan B is variable-rate debt with interest rates that are generally indexed to the SOFR.

At March 31, 2024, there was $ 700.0 million of outstanding borrowings under the Term Loan B at a weighted average interest rate of 5.33 % plus a margin of 4.50 %.

In March 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.3314% for the quarter ended March 31, 2024) plus a spread of 7.213%.

Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161% in accordance with the LIBOR Act, and the rules implementing the LIBOR Act.

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 accordance with our Partnership Agreement) plus the Class D Variable Rate.

Each Class D Variable Rate election shall be effective for at least four quarters following such election.

2 unchanged sentences

2029 Senior Secured Notes $ 921,375

2025 Notes $ 340,118

2026 Notes $ 287,333

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.

2032 Senior Secured Notes $ 1,332,500

For the 2029 Senior Secured Notes and 2032 Senior Secured 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

19 unchanged sentences

Other service revenues (1) 13,030 11,108 14,844

Non-Topic 606 revenues 781 — —

Total Water Solutions revenues 730,818 697,038 544,866

2 unchanged sentences

Crude oil sales 1,597,238 2,376,434 2,432,393

Crude oil transportation and other 89,502 75,484 142,233

Crude oil transportation and other sales 50,151 89,502 75,484

Non-Topic 606 revenues 9,222 7,476 8,687

6 unchanged sentences

Butane sales 627,400 772,085 861,998

Other product sales 565,706 551,841 373,707

Service revenues 7,944 8,781 22,270

Other products sales 377,744 565,706 551,841

Service sales 8,209 7,944 8,781

Non-Topic 606 revenues 627,855 476,404 254,148

1 unchanged sentence

Total Liquids Logistics revenues 4,569,689 5,533,044 4,897,553

Corporate and Other:

Non-Topic 606 revenues — — 1,255

Total Corporate and Other revenues — — 1,255

Total revenues $ 6,956,571 $ 8,694,904 $ 7,947,915

(1) For the years ended March 31, 2023 and 2022, respectively, $ 2.7 million and $ 0.5 million of revenues, which were included in Other Service Revenues in our 2023 Annual Report, are now included in Disposal Service Fees.

During the years ended March 31, 2024, 2023 and 2022, our Liquids Logistics revenues included $ 132.1 million, $ 211.0 million and $ 238.0 million of non-US revenues, respectively.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated:

14 unchanged sentences

Total $ 177,572 $ 289,163 $ 83,043

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated.

8 unchanged sentences

Total $ 170,067 $ 140,740 $ 135,022

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:

7 unchanged sentences

(1) Includes $ 10.2 million and $ 12.5 million of non-US long-lived assets at March 31, 2024 and 2023, respectively.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(in thousands)

4 unchanged sentences

Corporate and Other 79,707 55,101

Assets held for sale (Note 17) 66,597 —

Total $ 5,020,094 $ 5,456,144

(1) Includes $ 22.1 million and $ 32.3 million of non-US total assets at March 31, 2024 and 2023, respectively.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 12— Transactions with Affiliates

5 unchanged sentences

Purchases from entities affiliated with management $ 100 $ — $ 1,489

Sales to entities affiliated with management $ — $ — $ 18,402

Purchases from WPX (1) $ 216,487

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.

Therefore, we are no longer classifying transactions with WPX as a related party.

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.

Accounts receivable from affiliates consist of the following at the dates indicated:

(in thousands)

NGL Energy Holdings LLC $ 11,688 $ 8,483

Equity method investees $ 1,501 $ 673

NGL Energy Holdings LLC (1) — 11,688

Entities affiliated with management — 1

Total $ 1,501 $ 12,362

(1) The outstanding receivable balance, which related to legal costs associated with the LCT legal matter (see Note 8), was written off, as it was determined that the Partnership should bear the financial responsibility for the litigation.

Accounts payable to affiliates consist of the following at the dates indicated:

8 unchanged sentences

Michael Krimbill, is a party to a similar guarantee.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan.

As of March 31, 2023, the outstanding balance of the loan is approximately $ 2.3 million.

Payments are made monthly, reducing the outstanding balance, and the loan matures in September 2023.

As the guarantee is joint and several, we could be liable for the entire outstanding balance of the loan.

The loan is collateralized by the airplane owned by KAIR2014 and in the event of a default, the lender could seek payment in full from us.

As of March 31, 2023, no accrual has been recorded related to this guarantee.

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 GP.

For their consent, we paid to the holders of the Class D Preferred Units $ 40.0 million.

This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan, which was set to mature in September 2023.

On September 1, 2023, KAIR2014 entered into an agreement to extend the maturity date of the loan to September 1, 2028.

Accordingly, we and H.

Michael Krimbill executed new joint and several guarantees for the benefit of the lender for KAIR2014’s outstanding loan.

In December 2023, KAIR2014 sold an airplane for total consideration of approximately $ 4.7 million.

A portion of the proceeds was used to repay the outstanding loan balance of approximately $ 2.1 million, resulting in the release of our guarantee.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (Continued)

Note 13— Employee Benefit Plan

3 unchanged sentences

Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service.

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).

Expenses under the plan for the years ended March 31, 2024, 2023 and 2022 were $ 2.8 million, $ 2.8 million and $ 2.9 million, respectively.

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, 2024.

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.

The majority of our revenue agreements are in 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.

Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $ 4.2 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2023.

Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes net gains of $ 36.2 million, $ 4.2 million and $ 2.4 million, respectively, during the years ended March 31, 2024, 2023 and 2022, related to changes in the mark-to-market value of these contracts recorded.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days.

6 unchanged sentences

For contracts involving disposal services, we accept produced water and solids for disposal at our facilities.

In cases where we have agreed within a contract or are required by law to remove crude oil from the produced water, the skim oil will be valued as non-cash consideration.

Ordinarily, it is required that the fair value of the skim oil is to be estimated at contract inception;

however, due to variability of the form of the non-cash consideration, the amount and dollar value is unknown at the contract inception date.

In cases where we have agreed within a contract to remove crude oil from the produced water, the skim oil will be valued as non-cash consideration.

Ordinarily, the fair value of the skim oil should be estimated at the contract inception date;

however, due to variability of the form of the non-cash consideration, the amount and dollar value are unknown at the contract inception date.

Accordingly, ASC 606-10-32-11 allows us to value the skim oil on the date in which the value becomes known.

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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, 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 or railcar 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.

13 unchanged sentences

Therefore, we utilized the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice.

Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements.

Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these contracts.

The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2024 (in thousands):

37 unchanged sentences

Contract assets (current) $ — $ 10,050

Contract liabilities balance at March 31, 2021 $ 10,896

Contract liabilities at March 31, 2022 $ 7,667

Payment received and deferred 62,969

Payment recognized in revenue ( 56,116 )

Disposition of Sawtooth (see Note 17) ( 8,234 )

Contract liabilities balance at March 31, 2022 7,667

Contract liabilities at March 31, 2023 14,520

Payment received and deferred 59,401

Payment recognized in revenue ( 56,824 )

Contract liabilities balance at March 31, 2023 $ 14,520

Liabilities held for sale (1) ( 164 )

Contract liabilities at March 31, 2024 $ 16,933

(1) Relates to contract liabilities classified as held for sale for the sale of certain freshwater water solutions facilities within our Water Solutions segment (see Note 17).

Note 15— Leases

4 unchanged sentences

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.

Operating lease liabilities represent our obligation to make lease payments arising from the lease.

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At March 31, 2024, we had operating lease right-of-use assets of $ 97.2 million and current and noncurrent operating lease obligations of $ 31.1 million and $ 70.6 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,

During the year ended March 31, 2024, we recorded an impairment of $ 2.4 million for certain leases in our Water Solutions segment due to

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

on our consolidated balance sheet.

underutilization of certain freshwater wells.

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.

During the year ended March 31, 2023, an impairment of the operating lease right-of-use asset of $ 1.5 million was recorded for underperforming terminals in our Crude Oil Logistics segment and an impairment of $ 0.1 million was recorded for underperforming terminals in our Liquids Logistics segment.

Also, during the year ended March 31, 2023, we recorded an impairment of the operating lease right-of-use asset of $ 0.1 million related to an office lease in our Crude Oil Logistics segment and a $ 0.3 million loss related to the termination of leases in our Crude Oil Logistics segment.

At March 31, 2024, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.70 years and 9.39 %, respectively.

25 unchanged sentences

Total lease obligations $ 101,663 $ 75

(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.

(1) At March 31, 2024, 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 in our consolidated balance sheet.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes supplemental cash flow information related to our leases for the periods indicated:

13 unchanged sentences

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.

3 unchanged sentences

During the years ended March 31, 2024, 2023 and 2022, fixed rental revenue was $ 17.8 million , $ 13.9 million and $ 14.4 million , which includes $ 6.2 million, $ 3.8 million and $ 1.4 million of sublease revenue, respectively.

The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at March 31, 2023 (in thousands):

The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at March 31, 2024 (in thousands):

Year Ending March 31,

2025 $ 10,922

Thereafter 2,935

3 unchanged sentences

The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts.

We are exposed to credit losses primarily through sale of products and services and notes receivable from third-parties.

We are exposed to credit losses primarily through the sale of products and services and notes receivable from third-parties.

A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks.

4 unchanged sentences

Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists.

Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance.

Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses.

We manage receivable pools using past due balances as a key credit quality indicator.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes changes in our allowance for expected credit losses for the periods indicated:

1 unchanged sentence

(in thousands)

Balance at March 31, 2020 $ 4,540 $ —

Cumulative effect adjustment 433 680

Allowance for expected credit loss at March 31, 2021 $ 2,192 $ 458

Change in provision for expected credit losses 929 —

Write-offs charged against the provision ( 491 ) —

Balance at March 31, 2021 2,192 458

Disposition of Sawtooth (See Note 17 )

Allowance for expected credit loss at March 31, 2022 2,626 458

Change in provision for expected credit losses 25 ( 410 )

Write-offs charged against the provision ( 687 ) —

Disposition of Sawtooth (See Note 17) ( 4 ) —

Balance at March 31, 2022 2,626 458

Allowance for expected credit loss at March 31, 2023 1,964 48

Change in provision for expected credit losses 367 104

Write-offs charged against the provision ( 660 ) —

Balance at March 31, 2023 $ 1,964 $ 48

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

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.

Allowance for expected credit loss at March 31, 2024 $ 1,671 $ 152

Note 17— Other Matters

2 unchanged sentences

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.

This amount is recorded within other income, net in our consolidated statement of operations for the year ended March 31, 2023.

Third-party Loan Receivable

3 unchanged sentences

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 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.

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 .

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.

Acquisition and Disposition of Certain Saltwater Disposal Assets

On June 21, 2023, we sold certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of $ 3.0 million, of which $ 0.05 million was in cash and $ 2.95 million was a loan receivable.

The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets.

Interest on the loan receivable is based on the prime rate and is due monthly beginning on August 1, 2023.

The loan receivable matures on December 31, 2025.

We recorded a loss of $ 5.4 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .

On March 6, 2024, we acquired a 51 % voting interest in these previously sold saltwater disposal assets, which we are accounting for as an acquisition of assets.

Total consideration for this acquisition was $ 3.0 million, which included the termination of a loan receivable (discussed above), and was allocated to property, plant and equipment, asset retirement obligation and noncontrolling interest.

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.

The buyer also assumed certain asset retirement obligations and contingent consideration liabilities associated with the saltwater disposal assets.

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)

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 .

On July 25, 2023, we entered into an agreement in which we terminated a minimum volume water disposal contract and sold certain saltwater disposal assets and intangible assets in the Pinedale Anticline Basin to a third-party for total consideration of $ 8.7 million in cash.

The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets.

For this transaction, the consideration was allocated between the termination of the water disposal contract and the sale of assets based on their relative fair values.

The terminated contract included a minimum volume commitment through December 31, 2025.

Approximately $ 7.8 million of the total consideration was allocated to the termination of the water disposal contract and was recognized as revenue, and the remaining $ 0.9 million was allocated to the sale of assets.

We recorded a loss of $ 21.2 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .

On December 8, 2023, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 12.0 million in cash.

The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets.

We recorded a loss of $ 1.3 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operation for the year ended March 31, 2024.

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Water Solutions segment have not been classified as discontinued operations.

Sale of Certain Natural Gas Liquids Terminals

On July 24, 2023, we sold two natural gas liquids terminals in the Pacific Northwest to a third-party for total consideration of $ 16.0 million in cash.

Also, as part of this transaction, we wrote off goodwill allocated to this transaction and terminated an existing lease.

We recorded a gain of $ 6.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024 .

On November 15, 2023, we sold a certain other natural gas liquids terminal to a third-party for total consideration of $ 2.3 million in cash.

The buyer also assumed certain asset retirement obligations associated with the natural gas liquids terminal.

As part of this transaction, we also terminated an existing lease.

We recorded a gain of $ 1.6 million on the sale within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024.

As these sale transactions did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Liquids Logistics segment have not been classified as discontinued operations.

Sale of Marine Assets

6 unchanged sentences

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.

Sale of Certain Assets

During the three months ended December 31, 2020, we sold certain permits, land and a saltwater disposal facility to WaterBridge Resources LLC for total proceeds of $ 43.2 million.

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 .

Note 18— Discontinued Operations

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 period presented.

The following table summarizes the results of operations from discontinued operations for the year ended March 31, 2021 (in thousands):

Revenues $ 16,198

Cost of sales 16,556

Operating expenses 290

Loss on disposal or impairment of assets, net (1) 1,174

Operating loss from discontinued operations ( 1,822 )

Income tax benefit 53

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

(1) Includes a loss of $ 1.0 million on the sale of Gas Blending and $ 0.2 million on the sale of TPSL.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Assets and Liabilities Held for Sale

As discussed in Note 18, at March 31, 2024, we met the criteria for classifying the assets and liabilities of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate as held for sale.

Upon classification as held for sale, we recorded a loss of $ 1.6 million to write down certain saltwater disposal assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024, and a valuation allowance included in assets held for sale in our March 31, 2024 consolidated balance sheet.

The following table summarizes the major classes of assets and liabilities classified as held for sale at March 31, 2024 (in thousands):

Assets Held for Sale

Accounts receivable-trade, net $ 565

Prepaid expenses and other current assets 13

Property, plant and equipment, net 14,354

Goodwill 4,108

Intangible assets, net 49,179

Valuation allowance on assets held for sale ( 1,622 )

Total assets held for sale $ 66,597

Liabilities Held for Sale

Accounts payable-trade $ 63

Accrued expenses and other payables 31

Advance payments received from customers 164

Other noncurrent liabilities 356

Total liabilities held for sale $ 614

Note 18— Subsequent Events

Subsequent to March 31, 2023, we have repurchased $ 99.3 million of the 2025 Notes (see Note 7 for a further discussion).

Sale of Certain Freshwater Water Solutions Facilities

On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico to a third-party for total consideration of $ 69.3 million, including working capital .

Our two ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure.

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Sale of Certain Saltwater Disposal Assets

On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $ 4.2 million .

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Sale of Certain Real Estate

On May 14, 2024, we sold approximately 1,400 acres of real estate located in Lea County, New Mexico to a third-party for total consideration of $ 8.0 million .

See Note 17 for a summary of assets and liabilities held for sale at March 31, 2024.

Distributions Declared

The total distribution of $ 120.0 million was made on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

See Note 9 for a further discussion of this transaction.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

On April 9, 2024, the board of directors of our GP declared a cash distribution to fully pay the remaining distribution arrearages and interest to the holders of the Class B Preferred Units, the Class C Preferred Units and the Class D Preferred Units.

The total distribution of $ 98.1 million was made on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

See Note 9 for a further discussion of this transaction.

Interest Rate Swap

In April 2024, we entered into a $ 200.0 million interest rate swap to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B.

Under this arrangement, we pay a fixed interest rate of 4.79 % in exchange for SOFR-based variable interest through April 2026.

Legal Contingencies

On May 28, 2024, the Supreme Court of Delaware affirmed the jury’s verdict against us in the LCT legal matter (see Note 8).

Common Unit Repurchase Program

On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $ 50.0 million of our outstanding common units from time to time in the open market or in other privately negotiated transactions.

This program does not have a fixed expiration date.

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