NGL Energy Partners LP 10-K

Item 9A. Controls and Procedures 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 (“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 (“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. Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2024. Our internal control over financial reporting as of March 31, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which appears below in this section of the Annual Report. Changes in Internal Control Over Financial Reporting There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 90 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors of NGL Energy Holdings LLC and Unitholders of NGL Energy Partners LP Opinion on internal control over financial reporting We have audited the internal control over financial reporting of NGL Energy Partners LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) 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”). 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, 2024, and our report dated June 6, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Tulsa, Oklahoma June 6, 2024 91 Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Board of Directors of our General Partner NGL Energy Holdings LLC, our general partner (“GP”), manages our operations and activities on our behalf through its directors and executive officers. Unitholders are not entitled to elect the directors of our GP or directly or indirectly participate in our management or operations. The NGL Energy GP investor group, 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. James M. Collingsworth, Mr. Bryan K. Guderian and Mr. Derek S. Reiners satisfy the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) independence requirements. The NYSE does not require a listed publicly traded limited partnership like NGL to have a majority of independent directors on the board of directors of its general partner. In addition, we are not required to have a nominating and corporate governance committee. In evaluating director candidates, the NGL Energy GP Investor Group assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the board of directors of our GP to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the board to fulfill their duties. Our GP has no minimum qualifications for director candidates. In general, however, the NGL Energy GP Investor Group reviews and evaluates both incumbent and potential new directors in an effort to achieve diversity of skills and experience among the directors of our GP and in light of the following criteria: • experience in business, government, education, technology or public interests; • high-level managerial experience in large organizations; • breadth of knowledge regarding our business and industry; • specific skills, experience or expertise related to an area of importance to us, such as energy production, consumption, distribution or transportation, government, policy, finance or law; • moral character and integrity; • commitment to our unitholders’ interests; • ability to provide insights and practical wisdom based on experience and expertise; • ability to read and understand financial statements; and • ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on partnership matters. Although our GP does not have a formal policy in regard to the consideration of diversity in identifying director nominees, qualified candidates for nomination to the board are considered without regard to race, color, religion, gender, ancestry or national origin. 92 Directors and Named Executive Officers Directors of our GP are appointed by the NGL Energy GP Investor Group and hold office until their successors have been duly elected and qualified or until the earlier of their death, resignation, removal or disqualification. Named executive officers are appointed by, and serve at the discretion of, the board of directors of our GP. The following table summarizes information regarding the directors of our GP and our named executive officers as of June 4, 2024. Name Age Position with NGL Energy Holdings LLC H. Michael Krimbill 70 Chief Executive Officer and Director Bradley P. Cooper 48 Executive Vice President and Chief Financial Officer Jennifer L. Kingham 52 Executive Vice President and Chief Information Officer Kurston P. McMurray 52 Executive Vice President and General Counsel and Secretary Lawrence J. Thuillier 53 Chief Accounting Officer Shawn W. Coady 62 Director James M. Collingsworth 69 Director Bryan K. Guderian 64 Director John T. Raymond 53 Director Derek S. Reiners 53 Director Randall S. Wade 54 Director H. Michael Krimbill . Mr. Krimbill has served as our Chief Executive Officer since October 2010 and as a member of the board of directors of our GP since its formation in September 2010. Mr. Krimbill was the President and Chief Financial Officer of Energy Transfer Partners, L.P. from 2004 until his resignation in January 2007. Mr. Krimbill joined Heritage Propane Partners, L.P., the predecessor of Energy Transfer Partners, L.P., as Vice President and Chief Financial Officer in 1990. Mr. Krimbill was President of Heritage Propane Partners, L.P. from 1999 to 2000 and President and Chief Executive Officer of Heritage Propane Partners, L.P. from 2000 to 2005. Mr. Krimbill also served as a director of Energy Transfer Equity, the general partner of Energy Transfer Partners, L.P., from 2000 to January 2007, Williams Partners L.P. from 2007 to September 2012, and Pacific Commerce Bank from January 2011 to March 2015. Mr. Krimbill brings leadership, oversight and financial experience to the board. Mr. Krimbill provides expertise in managing and operating a publicly traded partnership, including substantial expertise in successfully acquiring and integrating midstream businesses. Mr. Krimbill also brings financial expertise to the board, including his prior service as a chief financial officer. Mr. Krimbill’s experience serving on other public company boards is also a valuable asset to the board of directors of our GP. Bradley P. Cooper . Mr. Cooper has served as our Executive Vice President and Chief Financial Officer since January 13, 2023. Mr. Cooper served as our Senior Vice President, Administration and Risk from June 2021, when he joined NGL, to January 2023. Mr. Cooper spent 10 years with WPX Energy, Inc. (“WPX”) where he was Vice President of Finance and Treasurer. Prior to WPX, he was at The Williams Companies (“Williams”) where he held various corporate finance and risk management leadership roles. Jennifer L. Kingham . Ms. Kingham has served as our Executive Vice President and Chief Information Officer since March 2024. Ms. 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. Kurston P. McMurray. Mr. McMurray has served as our Executive Vice President and General Counsel and Secretary since October 2016. Mr. McMurray joined NGL in February 2015 as Vice President, Legal and Corporate Secretary. Prior to joining NGL, Mr. McMurray practiced law in the Tulsa, Oklahoma area since 1998 at firms including Moyers, Martin, Santee, Imel & Tetrick LLP. and Robinett & Osmond and was a founding shareholder of Kurston P. McMurray, PC and Wilkin/McMurray PLLC. Mr. McMurray’s private practice specialized in business transactions, real estate, construction, healthcare, banking, corporate governance, corporate management and commercial litigation. Lawrence J. Thuillier. Mr. Thuillier has served as our Chief Accounting Officer since January 2016. Prior to joining NGL, Mr. Thuillier served in various roles at Eagle Rock Energy Partners, L.P. from December 2007 through October 2015, most recently as Vice President of Financial Reporting and Corporate Controller. Mr. Thuillier served as Assistant Corporate 93 Controller for Exterran Holdings, Inc. (formerly Universal Compression) from November 2006 through November 2007. Prior to that, Mr. Thuillier served in various roles at Deloitte & Touche LLP, most recently as Audit Senior Manager. Shawn W. Coady . Dr. Coady served as our President and Chief Operating Officer, Retail Division, from April 2012 to March 2018, when we sold a portion of our Retail Propane segment to DCC LPG (“DCC”), and previously served as our Co-President and Chief Operating Officer, Retail Division from October 2010 through April 2012. Dr. Coady served as an executive officer of DCC from April 2018 until his retirement in December 2020. Dr. Coady served as a member of the board of directors of our GP since its formation in September 2010. Dr. 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. Dr. Coady was also the President of Hicksgas Gifford, Inc. from March 1989 until the membership interests in the company were contributed to us as part of our formation transactions. Dr. Coady has served as a director for the National Propane Gas Association from 2004 to 2015 and as a member of the executive committee of the Illinois Propane Gas Association from 2004 to March 2015. Dr. Coady brings valuable operational experience to the board. Dr. Coady has over 25 years of experience in the retail propane industry, and provides expertise in both acquisition and organic growth strategies. Dr. Coady also provides insight into developments and trends in the propane industry through his leadership roles in industry associations. James M. Collingsworth . Mr. Collingsworth has served on the board of directors of our GP since January 2015. Mr. Collingsworth previously served as a Senior Vice President of the general partner of Enterprise Products Partners L.P. from November 2001 through January 2014. Prior to that, Mr. Collingsworth served as a board member of Texaco Canada Petroleum Inc. from July 1998 to October 2001 and was employed by Texaco from 1991 to 2001 in various management positions, including Senior Vice President of NGL Assets and Business Services from July 1998 to October 2001. Prior to joining Texaco, Mr. Collingsworth was director of feedstocks for Rexene Petrochemical Company from 1988 to 1991 and served in the MAPCO, Inc. organization from 1973 to 1988 in various capacities, including customer service and business development manager of the Mid-America and Seminole pipelines. Mr. Collingsworth served as a director of American Ethane Co. Mr. Collingsworth currently serves on the board of directors of Martin Midstream Partners L.P. Mr. Collingsworth brings a wealth of in-depth industry experience to the board. Mr. Collingsworth has worked in all facets of the midstream and petrochemical industry for more than 40 years. Bryan K. Guderian . Mr. Guderian joined the board of directors of our GP in May 2012. Mr. Guderian currently serves as a Principal of BKG Consulting LLC, an energy related consulting firm. Mr. Guderian has served as Executive Vice President of Business Development of WPX from February 2018 until his retirement in January 2021. Mr. 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. Mr. 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. Mr. 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. from 2003 to 2015. Mr. Guderian brings considerable upstream experience to the board including executive, operational and financial expertise from 40 years of petroleum industry involvement, the majority of which has been focused in exploration and production. John T. Raymond. Mr. Raymond joined the board of directors of our GP in August 2013. Mr. Raymond is the Founder and Majority Owner of The Energy & Minerals Group (“EMG”) of which he has been a Managing Partner and the Chief Executive Officer since its September 2006 inception. Mr. 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. Mr. 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. Mr. Raymond manages various private investments through personally held Lynx Holdings, LLC. Mr. Raymond brings extensive financial and industry experience to the board. As a director for other public companies, Mr. Raymond also provides cross board experience. Derek S. Reiners. Mr. Reiners joined the board of directors of our GP in December 2019. Mr. Reiners currently serves as the President of Contango Energy Capital LLC, a privately held investment and consulting firm. Prior to that, Mr. Reiners 94 served in various senior financial and accounting roles at ONEOK, Inc. and ONEOK Partners, L.P. from August 2009 to May 2019, including Senior Vice President and Chief Accounting Officer from August 2009 to December 2012, Senior Vice President, Chief Financial Officer and Treasurer from January 2013 to May 2017 and Senior Vice President, Finance and Treasurer from June 2017 to May 2019. Prior to joining ONEOK, Mr. Reiners was a partner at Grant Thornton LLP from August 2004 to July 2009. Mr. Reiners currently serves on the board of directors of a community bank in Oklahoma. Mr. Reiners is a certified public accountant. Mr. Reiners brings extensive executive, financial and operational experience to the board. With over ten years of experience in the natural gas liquids industry in numerous positions, Mr. Reiners provides valuable insight into our business and industry. Randall S. Wade . Mr. Wade has served on the board of directors of our GP since February 2021. Mr. Wade is the President of EIG Global Energy Partners (“EIG”) and a member of its Investment and Executive Committees. He has broad involvement in the firm’s various activities including investments, investor relations, operations and strategic initiatives. Since joining EIG in 1996, Mr. Wade has filled various roles including Chief Operating Officer, head of the direct lending strategy, investment principal with coverage responsibility for Australia and an analyst for the oil and gas team. Prior to joining EIG, Mr. Wade was a Commercial Lending Officer for First Interstate Bank of Texas, where he was responsible for developing a middle-market loan portfolio. Mr. Wade brings extensive financial and industry experience to the board. Director Appointment Rights The Limited Liability Company Agreement of NGL Energy Holdings LLC grants certain parties the right to designate a specified number of persons to serve on the board of directors of our GP. EMG NGL HC LLC has the right to designate one person to serve on the board of directors of our GP, and has designated John T. Raymond. EIG has the right to designate one person to serve on the board of directors of our GP, and has designated Randall S. Wade. The Coady Group (which consists of certain entities controlled by Shawn W. Coady and his brother Todd M. Coady) and the investors who formed the Partnership (“IEP Parties”) (which consists of certain entities controlled by H. Michael Krimbill, and two other investors) each have the right to designate one person to serve on the board of directors of our GP. The Coady Group has designated Shawn W. Coady and the IEP Parties have designated H. Michael Krimbill. Board Leadership Structure and Role in Risk Oversight The board of directors of our GP believes that whether the offices of chairman of the board and chief executive officer are combined or separated should be decided by the board, from time to time, in its business judgment after considering relevant circumstances. The board of directors of our GP currently does not have a chairman, although our chief executive officer, Mr. Krimbill, presides over the meetings. The board of directors of our GP and its committees regularly review material operational, financial, compensation and compliance risks with senior management. In particular, the audit committee is responsible for risk oversight with respect to financial and compliance risks and risks relating to our audit and independent registered public accounting firm. Our compensation committee considers risk in connection with its design and evaluation of compensation programs for our senior management. Each committee regularly reports to the board of directors of our GP regarding its respective risk oversight role. Audit Committee The board of directors of our GP has established an audit committee. The audit committee assists the board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and partnership policies and controls. The audit committee has the sole authority to, among other things: • retain and terminate our independent registered public accounting firm; • approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm; and • establish policies and procedures for the pre-approval of all non-audit services and tax services to be rendered by our independent registered public accounting firm. 95 The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the audit committee and our management, as necessary. Mr. Collingsworth, Mr. Guderian and Mr. Reiners currently serve on the audit committee, and Mr. Reiners serves as the chairman. The board of directors of our GP has determined that Mr. Reiners is an “audit committee financial expert” as defined under SEC rules and that each member of the audit committee is financially literate. In compliance with the requirements of the NYSE, all of the members of the audit committee are independent directors, as defined in the applicable NYSE and Exchange Act rules. Compensation Committee The board of directors of our GP has established a compensation committee. The compensation committee’s responsibilities include the following, among others: • establishing the GP’s compensation philosophy and objectives; • approving the compensation of the Chief Executive Officer and other officers; • making recommendations to the board of directors with respect to the directors; and • reviewing and making recommendations to the board of directors with respect to incentive compensation and equity-based compensation plans. Mr. Collingsworth, Mr. 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, 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, 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. The board of directors of our GP has also adopted Corporate Governance Guidelines that outline important policies and practices regarding our governance and a Code of Business Conduct and Ethics that applies to the directors, officers and employees of our GP and the Partnership. We make available free of charge, within the “Governance” section of our website at www.nglenergypartners.com/governance, and in print to any unitholder who so requests, the Code of Ethics, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the charters of the audit committee and the compensation committee of the board of directors of our GP. Requests for print copies may be directed to Investor Relations at investorinfo@nglep.com or to Investor Relations, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136 or made by telephone at (918) 481-1119. 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 At each quarterly meeting of the audit committee and/or the board of directors of our GP, our independent directors meet in an executive session without participation by management or non-independent directors. Mr. 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, 96 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. Communications are distributed to the board, committee, or director as appropriate, depending on the facts and circumstances outlined in the communication. Item 11. Executive Compensation Compensation Discussion and Analysis The year “2024” in the Compensation Discussion and Analysis and the summary compensation table refers to our fiscal year ended March 31, 2024. Introduction The board of directors of our GP has responsibility and authority for compensation-related decisions for our executive officers. The board of directors of our GP has formed a compensation committee to develop our compensation program and to approve the compensation of the Chief Executive Officer and other officers. Our executive officers are also officers of our operating companies. While we reimburse our GP and its affiliates for all expenses they incur on our behalf, our executive officers do not receive any additional compensation for the services they provide to our GP. Our “named executive officers” for fiscal year 2024 were: • H. Michael Krimbill–Chief Executive Officer • Bradley P. Cooper–Executive Vice President and Chief Financial Officer • Lawrence J. Thuillier–Chief Accounting Officer • Kurston P. McMurray–Executive Vice President and General Counsel and Secretary • 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 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. We believe this pay-for-performance approach generally aligns the interests of our executive officers with the interests of our unitholders, and at the same time enables us to maintain a lower level of cash compensation expense in the event our operating and financial performance do not meet our expectations. Our executive compensation program is designed to provide a total compensation package that allows us to: • Attract and retain individuals with the background and skills necessary to successfully execute our business strategies; • Motivate those individuals to reach short-term and long-term goals in a way that aligns their interests with the interests of our unitholders; and • Reward success in reaching those goals. Factors Enhancing Alignment with Unitholder Interests • At risk incentive compensation based on annual financial performance; • No excise tax gross-ups; and • Compensation committee engages an independent compensation adviser. 97 Compensation Setting Process Our compensation program for our named executive officers supports our philosophy of pay-for-performance. • Role of Management: Our Chief Executive Officer provides periodic recommendations to the compensation committee and the board of directors of our GP regarding the compensation of our named executive officers, other than his own. • Role of the Compensation Committee’s Consultant: 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 As part of our pay-for-performance approach to executive compensation, the compensation of our executive officers includes a significant component of incentive compensation based on our performance. The following table summarizes the primary elements of compensation in our executive compensation program: Objective Supported Element Primary Purpose How Amount Determined Attract & Retain Motivate & Pay-for- Performance Unitholder Alignment Base Salary Fixed income to compensate executive officers for their level of responsibility, expertise and experience Based on competition in the marketplace for executive talent and abilities X Discretionary Cash Bonus Awards Rewards achievement of specific annual financial and operational performance goals Based on the named executive officer’s relative contribution to the ongoing business of the Partnership X X X Recognizes individual contributions to our performance Base Salary The compensation committee periodically reviews the base salaries of our named executive officers and may recommend adjustments as necessary. We do not make automatic annual adjustments to base salary. Our named executive officers are entitled to the following annual base salaries: Name Fiscal Year Ended March 31, 2023 Base Salary Rate (1) ($) Fiscal Year Ended March 31, 2024 Base Salary Rate (2) ($) H. Michael Krimbill 700,000 800,000 Bradley P. Cooper 500,000 600,000 Lawrence J. Thuillier 335,000 370,000 Kurston P. McMurray 500,000 515,000 Jennifer L. Kingham — 400,000 (1) Mr. Krimbill’s and Mr. Thuillier’s base salary rate became effective on March 26, 2023. Mr. Cooper’s base salary rate became effective on his promotion to Executive Vice President and Chief Financial Officer on January 13, 2023. Mr. McMurray’s base salary rate was effective April 1, 2022. (2) Base salary rates became effective on March 24, 2024. Ms. Kingham’s salary increased from $390,000. 98 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 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. Cooper, Mr. McMurray, Mr. Thuillier and Ms. Kingham, respectively. Long-Term Equity Incentive Awards The Partnership previously adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation. The LTIP expired with respect to future awards on May 10, 2021. 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, 2023 Units Vested March 31, 2024 H. Michael Krimbill 62,500 (62,500) — Lawrence J. Thuillier 13,750 (13,750) — Kurston P. McMurray 37,500 (37,500) — Jennifer L. 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 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. Kingham”). 401(k) Plan We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k) plan permits all eligible employees, including our named executive officers, to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. Other Benefits We do not maintain a defined benefit or pension plan for our executive officers, because we believe such plans primarily reward longevity rather than performance. We offer a benefits package available to substantially all full-time employees, which includes a 401(k) plan and medical, dental, vision, disability and life insurance. Other Officers Certain officers who have leadership roles within our individual business segments, but who are not executive officers, participate in formulaic bonus programs that are based on the performance of the individual business segments with which they are involved. In most cases, similar programs were in place prior to our acquisition of the businesses, and we have left the programs substantially intact. Employment Agreements We do not have employment agreements with any of our named executive officers, other than Mr. McMurray and Ms. Kingham (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr. McMurray and Ms. Kingham”). 99 Deductibility of Compensation We believe that the compensation paid to the named executive officers is generally fully deductible for federal income tax purposes. We are a limited partnership and do not meet the definition of a “corporation” subject to deduction limitations under Section 162(m) of the Internal Revenue Code of 1986, as amended. 100 Compensation Committee Report The compensation committee of the board of directors of our GP has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on this review and discussion, the compensation committee recommended to the board of directors of our GP that the Compensation Discussion and Analysis be included in this Annual Report. Members of the Compensation Committee: Bryan K. Guderian (Chairman) James M. Collingsworth Derek S. Reiners Relation of Compensation Policies and Practices to Risk Management Our compensation arrangements contain a number of design elements that serve to minimize the incentive for taking excessive or inappropriate risk to achieve short-term, unsustainable results. This includes using restricted unit grants as a significant element of executive compensation, as the restricted units are designed to reward the executive officers based on the long-term performance of the Partnership. In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. Compensation Committee Interlocks and Insider Participation During fiscal year 2024, James M. 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. 101 Summary Compensation Table The following table summarizes the compensation earned by our named executive officers for fiscal years 2022 through 2024. Name and Position Fiscal Year Salary ($) Bonus ($) Stock Awards (1) ($) All Other Compensation (2) ($) Total ($) H. Michael Krimbill 2024 675,769 2,000,000 — 19,953 2,695,722 Chief Executive Officer 2023 649,038 — — 17,922 666,960 2022 625,000 — 537,500 15,719 1,178,219 Bradley P. Cooper (3) 2024 482,692 600,000 — 17,227 1,099,919 Executive Vice President and 2023 413,942 375,000 — 17,573 806,515 Chief Financial Officer Lawrence J. Thuillier 2024 323,404 335,000 — 17,164 675,568 Chief Accounting Officer 2023 324,000 225,000 — 16,325 565,325 2022 300,692 150,000 118,250 15,353 584,295 Kurston P. McMurray 2024 482,692 500,000 — 16,914 999,606 Executive Vice President and 2023 519,230 500,000 — 7,572 1,026,802 General Counsel and Secretary 2022 495,192 250,000 322,500 3,863 1,071,555 Jennifer L. Kingham (4) 2024 376,500 300,000 — 16,003 692,503 Executive Vice President and 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. (3) Mr. 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. (4) Ms. Kingham was not a named executive officer prior to fiscal year 2024. Employment Agreements with Mr. McMurray and Ms. Kingham 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. Mr. 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. Mr. 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 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. Mr. 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 $250,000 (other than an across-the-board, pro rata reduction of no more than 10% applicable to all similarly situated executive officers of the Partnership) or the Partnership’s failure to provide Mr. McMurray and Ms. Kingham’s elements of compensation, (2) the removal of Mr. McMurray from the position of Executive Vice President and General Counsel and Secretary without Mr. McMurray’s written consent or the removal of Ms. Kingham from the position of Executive Vice President and Chief Information Officer without Ms. Kingham’s written consent, (3) any action by the Partnership that results in significant diminution of Mr. McMurray’s or Ms. Kingham’s authority, power or responsibilities, or 102 (4) the Partnership’s relocation of its principal place of business in Oklahoma to a location more than 50 miles from its current location. Mr. McMurray and Ms. Kingham are subject to non-disclosure and intellectual property rights assignment obligations, and an obligation not to solicit customers, employees or consultants lasting during their employment and for a period of 12 months thereafter. Restricted Unit Awards During fiscal year 2024, no Service Awards were granted to the named executive officers due to the expiration of the LTIP, as discussed above. All outstanding Service Awards in the below table vested on November 15, 2023. 2024 Units Vested The following table summarizes the value of the awards on the vesting date which was calculated based of the closing market price per common unit on the vesting date. Name Number of Service Award Units Acquired on Vesting Value Realized on Vesting ($) H. Michael Krimbill 62,500 246,563 Lawrence J. Thuillier 13,750 54,244 Kurston P. McMurray 37,500 147,938 Jennifer L. 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. The following table summarizes the number of common units issued and the number of common units withheld for taxes: Name Number of Units Issued Number of Units Withheld Total Lawrence J. Thuillier 8,236 5,514 13,750 Kurston P. McMurray 21,712 15,788 37,500 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 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. Kingham”). 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 Kurston P. McMurray $ 515,000 $ 515,000 $ 1,030,000 Jennifer L. Kingham $ 400,000 $ 240,000 $ 640,000 Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chief Executive Officer, Mr. Krimbill, to the median of the annual total compensation of our employees for our last fiscal year. For the year ended March 31, 2024: • The median of the annual total compensation of all employees (other than the Chief Executive Officer) was $108,712; and • The annual total compensation of Mr. Krimbill, as reported in the Summary Compensation Table above, was $2,695,722. Based on the information for the year ended March 31, 2024, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was approximately 25 to 1. 103 To determine our median employee, we identified each individual employed by us on January 1, 2024, our determination date. As of that date, we had 619 employees located in two countries. 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 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. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. 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. Hedging of Partnership Common Units 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. Director Compensation Officers or employees of our GP or its affiliates who also serve as directors do not receive additional compensation for their service as a director of our GP. Each director who is not an officer or employee of our GP or its affiliates receives the following cash compensation for his board service: • an annual retainer of $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; and • an annual retainer of $10,000 for each member of the compensation committee other than the chairman. In addition, each director who is not an officer or employee of our GP or its affiliates has been granted awards of restricted units. All of our directors are also reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings. Each director is indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law. Due to the expiration of the LTIP, as discussed above, no restricted units were granted to the directors during fiscal year 2024. 104 The following table summarizes the compensation earned during fiscal year 2024 by each director who is not an officer or employee of our GP or its affiliates: Name Total Compensation (1) ($) Shawn W. Coady 180,000 James M. Collingsworth 205,000 Bryan K. Guderian 210,000 Derek S. Reiners 215,000 (1) All of the compensation was paid in cash. Long-Term Equity Incentive Awards The following table summarizes Service Awards activity during fiscal year 2024 with respect to each director who is not an officer or employee of our GP or its affiliates: Unvested Units at Unvested Units at Name March 31, 2023 Units Vested (1) March 31, 2024 Shawn W. Coady 12,500 (12,500) — James M. Collingsworth 12,500 (12,500) — Bryan K. Guderian 12,500 (12,500) — Derek S. Reiners 12,500 (12,500) — (1) All outstanding Service Awards vested on November 15, 2023. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters Security Ownership of Certain Beneficial Owners and Management The following table summarizes the beneficial ownership, as of June 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; • each director of our GP; • each named executive officer of our GP; and • all directors and executive officers of our GP as a group. 105 Beneficial Owners Common Units Beneficially Owned Percentage of Common Units Beneficially Owned (1) 5% or greater unitholders (other than officers and directors): Invesco Ltd. (2) 19,562,133 14.76 % EIG Neptune Equity Aggregator, L.P. (3) 16,734,375 11.21 % JPMorgan Chase & Co. (4) 8,493,128 6.41 % Directors and named executive officers: Shawn W. Coady (5) 2,652,195 2.00 % James M. Collingsworth (6) 639,870 * Bradley P. Cooper 200,000 * Bryan K. Guderian 122,500 * Jennifer L. Kingham 92,687 * H. Michael Krimbill (7) 4,925,018 3.72 % Kurston P. McMurray (8) 147,524 * John T. Raymond 50,000 * Derek S. Reiners 126,000 * Lawrence J. Thuillier 84,298 * Randall S. Wade — * All directors and executive officers as a group (11 persons) (9) 9,040,092 6.82 % * Less than 1.0% (1) Based on 132,512,766 common units outstanding at June 4, 2024. (2) The mailing address for Invesco Ltd. is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309. Invesco Ltd. reported sole voting and dispositive power with respect to all common units beneficially owned. The information related to Invesco Ltd. is based upon its Schedule 13G/A filed with the SEC on February 12, 2024. (3) The mailing address for EIG Neptune Equity Aggregator, L.P. (“EIG Neptune”) is 600 New Hampshire Ave NW, Suite 1200, Washington, DC 20037. EIG Neptune reported sole voting and dispositive power with respect to all common units beneficially owned. The information related to EIG Neptune is based upon its Schedule 13D/A filed with the SEC on September 4, 2020. The common units beneficially owned relate to warrants that were exercisable on July 2, 2020. For purposes of calculating ownership percentages, the units underlying the warrants are only deemed outstanding for purposes of calculating EIG Neptune’s percentage. (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. (5) Dr. Coady owns 172,304 of these common units. SWC Family Partnership LP owns 2,320,391 of these common units. SWC Family Partnership LP is solely owned by SWC General Partner, LLC, of which Dr. Coady is the sole member. Dr. Coady 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. The 2012 Shawn W. Coady Irrevocable Insurance Trust, which was established for the benefit of Shawn W. Coady’s children, owns 135,000 of these common units. Dr. Coady 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. The Tara Nicole Coady Trust II, of which the reporting person is the trustee, owns 12,250 of these common units. The Colleen Blair Coady Trust, of which the reporting person is the trustee, owns 12,250 of these common units. Dr. Coady also owns a 12.27% interest in our GP through Coady Enterprises, LLC, of which he owns 100% of the membership interests. (6) Mr. Collingsworth owns 627,500 of these common units. Mr. Collingsworth holds 2,000 of these common units jointly with his spouse, Cindy Collingsworth. Cindy Collingsworth and her sister jointly own 9,500 of these common units. Cindy Collingsworth owns 870 of these common units. (7) Mr. Krimbill owns 2,938,615 of these common units. Krim2010, LLC owns 904,848 of these common units. Krimbill Enterprises LP, H. Michael Krimbill and James E. Krimbill own 90.89%, 4.05%, and 5.06% of Krim2010, LLC, respectively. Krimbill Enterprises LP also owns 588,000 of these common units. Krimbill Enterprises LP is controlled by H. Michael Krimbill via his ownership of its general partner, Krimbill Holding Company. H. Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. KrimGP2010 LLC owns 363,555 of these common units. KrimGP2010 LLC is solely owned by H. Michael Krimbill. H. 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. Krimbill Enterprises LP, II also owns 130,000 of these common units. Krimbill Enterprises LP, II is controlled by H. Michael Krimbill via his ownership of its general partner, Krimbill Holding Company. H. Michael Krimbill may be deemed to have sole voting 106 and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. H. Michael Krimbill also owns a 15.10% interest in our GP through KrimGP2010, LLC, of which he owns 100% of the membership interests. (8) Mr. McMurray owns a 0.25% interest in our GP through MCM Investments, LLC, of which he owns 100% of the membership interests. (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. The mailing address for each of the officers and directors of our GP listed above is 6120 South Yale Avenue, Suite 1300, Tulsa, Oklahoma 74136. Securities Authorized for Issuance Under Equity Compensation Plan The LTIP expired on May 10, 2021 and all of the outstanding units vested on November 15, 2023. Item 13. Certain Relationships and Related Transactions, and Director Independence Our directors, executive officers, and greater than 5% unitholders collectively own an aggregate of 53,829,728 common units, representing an aggregate 39.20% limited partner interest in us. In addition, our GP owns a 0.1% GP interest in us and all of our incentive distribution rights (“IDRs”). As of March 31, 2024, we owned 8.69% of our GP. Distributions and Payments to Our General Partner and Its Affiliates Our GP and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses. Our GP determines the amount of these expenses. In addition, our GP owns the 0.1% GP interest and all of the IDRs. Our GP is entitled to receive incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in our Partnership Agreement. The following table summarizes the distributions and payments to be made by us to our directors, executive officers, and greater than 5% unitholders and our GP in connection with our ongoing operation and any liquidation. These distributions and payments were determined by and among affiliated entities before our initial public offering (“IPO”) and, consequently, are not the result of arm’s length negotiations. 107 Operation Stage Distributions of available cash to our directors, executive officers, and greater than 5% unitholders and our GP We generally make cash distributions 99.9% to our unitholders pro rata, including our directors, executive officers, and greater than 5% unitholders as the holders of an aggregate 53,829,728 common units, and 0.1% to our GP. In addition, when distributions exceed the minimum quarterly distribution and other higher target distributions levels, our GP is entitled to increasing percentages of the distributions, up to 48.1% of the distributions above the highest target distribution level. If our GP elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its GP interest. As described in Note 7 to our consolidated financial statements included in this Annual Report, the 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. Payments to our GP and its affiliates Our GP and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses. As the sole purpose of the GP is to act as our GP, substantially all of the expenses of our GP are incurred on our behalf and reimbursed by us or our subsidiaries. Our GP determines the amount of these expenses. Withdrawal or removal of our GP If our GP withdraws or is removed, its GP interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests. Liquidation Stage Liquidation Upon our liquidation, our partners, including our GP, will be entitled to receive liquidating distributions according to their respective capital account balances. Transactions with Related Persons We purchase goods and services from certain entities that are partially owned by our named executive officers. The following table summarizes these transactions from April 1, 2023 to March 31, 2024: Entity Nature of Purchases Amount Purchased Ownership Interest in Entity (in thousands) H. Michael Krimbill KAIR2014 LLC (“KAIR2014”) Aircraft $ 958 50 % In connection with the purchase of our 50% interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan. The other owner of KAIR2014, our Chief Executive Officer, H. 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, 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. 108 Travis Krimbill, an employee of the Partnership, is the son of H. Michael Krimbill, who is a named executive officer of the Partnership and a member of the board of directors of our GP. Travis Krimbill does not report to H. Michael Krimbill and his compensation is determined by the Chief Financial Officer. During the year ended March 31, 2024, Travis Krimbill received total compensation of approximately $0.3 million. Registration Rights Agreement 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. We will not be required to register such common units if an exemption from the registration requirements of the Securities Act is available with respect to the number of common units desired to be sold. Subject to limitations specified in the Registration Rights Agreement, the registration rights of the Registration Rights Parties include the following: • Demand Registration Rights. Certain registration rights parties deemed “Significant Holders” under the agreement may, to the extent that they continue to own more than 4% of our common units, require us to file a registration statement with the SEC registering the offer and sale of a specified number of common units, subject to limitations on the number of requests for registration that can be made in any twelve-month period as well as customary cutbacks at the discretion of the underwriters relating to a potential offering. All other Registration Rights Parties are entitled to notice of a Significant Holder’s exercise of its demand registration rights and may include their common units in such registration. We can only be required to file a total of nine registration statements upon the Significant Holders’ exercise of these demand registration rights and are only required to effect demand registration if the aggregate proposed offering price to the public is at least $10.0 million. • Piggyback Registration Rights. If we propose to file a registration statement under the Securities Act to register our common units, the Registration Rights Parties are entitled to notice of such registration and have the right to include their common units in the registration, subject to limitations that the underwriters relating to a potential offering may impose on the number of common units included in the registration. These counterparties also have the right to include their units in our future registrations, including secondary offerings of our common units. • Expenses of Registration. With specified exceptions, we are required to pay all expenses incidental to any registration of common units, excluding underwriting discounts and commissions. Review, Approval or Ratification of Transactions with Related Parties The board of directors of our GP has adopted a Code of Business Conduct and Ethics that, among other things, sets forth our policies for the review, approval and ratification of transactions with related persons. The Code of Business Conduct and Ethics provides that the board of directors of our GP or its authorized committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that the board of directors of our GP or its authorized committee considers ratification of a related person transaction and determines not to so ratify, the Code of Business Conduct and Ethics provides that our officers will make all reasonable efforts to cancel or annul the transaction. The Code of Business Conduct and Ethics provides that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, the board of directors of our GP or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: • whether there is an appropriate business justification for the transaction; • the benefits that accrue to the Partnership as a result of the transaction; • the terms available to unrelated third parties entering into similar transactions; • the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer); • the availability of other sources for comparable products or services; • whether it is a single transaction or a series of ongoing, related transactions; and 109 • whether entering into the transaction would be consistent with the Code of Business Conduct and Ethics. Director Independence The NYSE does not require a listed publicly traded limited partnership like NGL to have a majority of independent directors on the board of directors of its general partner. For a discussion of the independence of the board of directors of our GP, see Part III, Item 10–“Directors, Executive Officers and Corporate Governance–Board of Directors of our General Partner.” Item 14. Principal Accountant Fees and Services We have engaged Grant Thornton LLP as our independent registered public accounting firm. The following table summarizes fees we have paid Grant Thornton LLP for the periods indicated: March 31, 2024 2023 (in thousands) Audit fees (1) $ 1,867 $ 1,769 Audit-related fees — — Tax fees — — All other fees — — 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 and the preparation of letters to underwriters and other requesting parties. In fiscal years 2024 and 2023, all of Grant Thornton LLP’s services were pre-approved by the Audit Committee. 110 PART IV Item 15. Exhibit and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. Financial Statements . See the accompanying Index to Financial Statements. 2. Financial Statement Schedules . All schedules have been omitted because they are either not applicable, not required or the information required in such schedules appears in the financial statements or the related notes. 3. Exhibits. Exhibit Number Description 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. (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 8, 2019) 2.2 Membership Interest Purchase Agreement, dated as of August 7, 2019, between NGL Energy Operating, LLC and Trajectory Acquisition Company LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 4, 2019) 2.3 Equity Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, NGL Water Solutions Permian, LLC, Water Remainco, LLC, Hillstone Environmental Partners, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Golden Gate Capital Opportunity Fund-A, L.P., GGCOF AIV L.P. and GGCOF HEP Blocker II Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019) 2.4 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 3, 2023) . 2.5 Membership Interest Purchase Agreement, dated as of March 3, 2023 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 3, 2023) . 3.1 Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011) 3.2 Certificate of Amendment to Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011) 3.3 Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011) 3.4 Certificate of Amendment to Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-172186) filed with the SEC on April 15, 2011) 3.5 Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (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 28, 2013) 3.6 Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 6, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013) 3.7 Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014) 3.8 Amendment No. 3 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 24, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 28, 2016) 3.9 Amendment No. 4 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 20, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 21, 2019) 3.10 Fourth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of June 13, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 13, 2017) 3.11 Fifth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of April 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 2, 2019) 3.12 Sixth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of July 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 3.13 Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of October 31, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019) 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) 111 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. Osterman Propane, Inc. and the other holders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 7, 2011) 4.2 Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated as of November 1, 2011 by and among the Partnership and SemStream (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 4, 2011) 4.3 Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement, dated January 3, 2012, by and among NGL Energy Holdings LLC, Liberty Propane, L.L.C., Pacer-Enviro Propane, L.L.C., Pacer-Pittman Propane, L.L.C., Pacer-Portland Propane, L.L.C., Pacer Propane (Washington), L.L.C., Pacer-Salida Propane, L.L.C. and Pacer-Utah Propane, L.L.C. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 9, 2012) 4.4 Amendment No. 3 and Joinder to First Amended and Restated Registration Rights Agreement, dated May 1, 2012, by and between NGL Energy Holdings LLC and Downeast Energy Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on May 4, 2012) 4.5 Amendment No. 4 and Joinder to First Amended and Restated Registration Rights Agreement, dated June 19, 2012, by and between NGL Energy Holdings LLC and NGP M&R HS LP LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012) 4.6 Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012, by and between NGL Energy Holdings LLC and Enstone, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2012) 4.7 Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012, by and between NGL Energy Holdings LLC and Gerald L. Jensen, Thrift Opportunity Holdings, LP, Jenco Petroleum Corporation, Caritas Trust, Animosus Trust and Nitor Trust (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 19, 2012) 4.8 Amendment No. 7 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of August 1, 2013, by and among NGL Energy Holdings LLC, Oilfield Water Lines, LP and Terry G. Bailey (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013) 4.9 Amendment No. 8 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 17, 2015, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015) 4.10 Amendment No. 9 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 25, 2016, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2016 filed with the SEC on May 31, 2016) 4.11 Registration Rights Agreement, dated December 2, 2013, by and among NGL Energy Partners LP and the purchasers set forth on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013) 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 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. 001-35172) for the quarter ended June 30, 2017 filed with the SEC on August 4, 2017) 4.16 Registration Rights Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, EIG Neptune Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 4.17 Amended and Restated Registration Rights Agreement, dated October 31, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019) 4.18* Description of NGL Energy Partners LP’s securities 10.1 Credit Agreement, dated as of February 4, 2021, by and among NGL Energy Operating LLC, NGL Energy Partners LP, 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 8, 2021) 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 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) 112 Exhibit Number Description 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) 10.11 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. and FS Energy and Power Fund (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.12 Board Representation Rights Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, NGL Energy Holdings LLC and certain affiliates of EIG Neptune Equity Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.13 Voting Agreement, dated July 2, 2019, by and among the members of NGL Energy Holdings LLC named therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.14 Letter Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.15 Form of Par Warrant (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.16 Form of Premium Warrant (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019) 10.17 Class D Preferred Unit and Warrant Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on September 30, 2019) 10.18 Form of Par Warrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019) 10.19 Form of Premium Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 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 23.1* Consent of Grant Thornton LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. 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 113 Exhibit Number Description 101.CAL** Inline XBRL Calculation Linkbase Document 101.DEF** Inline XBRL Definition Linkbase Document 101.LAB** Inline XBRL Label Linkbase Document 101.PRE** Inline XBRL Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Exhibits filed with this report. ** The following documents are formatted in Inline XBRL (Extensible Business Reporting Language): (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. Item 16. Form 10-K Summary None. 114 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 6, 2024. NGL Energy Partners LP By: NGL Energy Holdings LLC, its general partner By: /s/ H. Michael Krimbill H. Michael Krimbill Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ H. Michael Krimbill Chief Executive Officer and Director June 6, 2024 H. Michael Krimbill (Principal Executive Officer) /s/ Bradley P. Cooper Chief Financial Officer June 6, 2024 Bradley P. Cooper (Principal Financial Officer) /s/ Lawrence J. Thuillier Chief Accounting Officer June 6, 2024 Lawrence J. Thuillier (Principal Accounting Officer) /s/ Shawn W. Coady Director June 6, 2024 Shawn W. Coady /s/ James M. Collingsworth Director June 6, 2024 James M. Collingsworth /s/ Bryan K. Guderian Director June 6, 2024 Bryan K. Guderian /s/ John T. Raymond Director June 6, 2024 John T. Raymond /s/ Derek S. Reiners Director June 6, 2024 Derek S. Reiners /s/ Randall S. Wade Director June 6, 2024 Randall S. Wade 115 INDEX TO FINANCIAL STATEMENTS NGL Energy Partners LP Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 2 Consolidated Balance Sheets at March 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the years ended March 31, 2024, 2023, and 2022 F- 5 Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2024, 2023, and 2022 F- 6 Consolidated Statements of Changes in Equity for the years ended March 31, 2024, 2023, and 2022 F- 7 Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023, and 2022 F- 8 Notes to Consolidated Financial Statements F- 9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors of NGL Energy Holdings LLC and Unitholders of NGL Energy Partners LP 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, 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, 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 These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment As described further in Note 5 to the consolidated financial statements, the Partnership’s consolidated goodwill balance was $634.3 million as of March 31, 2024. Management evaluates goodwill for impairment on January 1 of each year, or more frequently to the extent events or conditions indicate a risk of possible impairment. Management performed 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 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. The principal considerations for our determination that the goodwill impairment assessment was a critical audit matter are that there was a high estimation uncertainty due to significant judgments with respect to assumptions used to estimate the future cash flows, including growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average costs of capital and future market conditions as well as the valuation methodologies applied by the Partnership. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s forecasted future cash flows. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained. F-2 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 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: • Utilized a valuation specialist to evaluate: ◦ The methodologies used and whether they were acceptable for the underlying assets or operations and being applied correctly by performing an independent calculation, ◦ 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 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. /s/ GRANT THORNTON LLP We have served as the Partnership’s auditor since 2010. Tulsa, Oklahoma June 6, 2024 F-3 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Consolidated Balance Sheets (in Thousands, except unit amounts) March 31, 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 38,909 $ 5,431 Accounts receivable-trade, net of allowance for expected credit losses of $ 1,671 and $ 1,964 , respectively 814,087 1,033,956 Accounts receivable-affiliates 1,501 12,362 Inventories 130,907 142,607 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 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $ 1,011,274 and $ 898,184 , respectively 2,096,702 2,223,380 GOODWILL 634,282 712,364 INTANGIBLE ASSETS, net of accumulated amortization of $ 332,560 and $ 580,860 , respectively 939,978 1,058,668 INVESTMENTS IN UNCONSOLIDATED ENTITIES 20,305 21,090 OPERATING LEASE RIGHT-OF-USE ASSETS 97,155 90,220 OTHER NONCURRENT ASSETS 52,738 57,977 Total assets $ 5,020,094 $ 5,456,144 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ 707,536 $ 927,591 Accounts payable-affiliates 37 65 Accrued expenses and other payables 213,757 133,616 Advance payments received from customers 17,313 14,699 Current maturities of long-term debt 7,000 — Operating lease obligations 31,090 34,166 Liabilities held for sale 614 — Total current liabilities 977,347 1,110,137 LONG-TERM DEBT, net of debt issuance costs of $ 49,178 and $ 30,117 , respectively, and current maturities 2,843,822 2,857,805 OPERATING LEASE OBLIGATIONS 70,573 58,450 OTHER NONCURRENT LIABILITIES 129,185 111,226 COMMITMENTS AND CONTINGENCIES (NOTE 8) CLASS D 9.00 % PREFERRED UNITS, 600,000 and 600,000 preferred units issued and outstanding, respectively 551,097 551,097 EQUITY: General partner, representing a 0.1 % interest, 132,645 and 132,059 notional units, respectively ( 52,834 ) ( 52,551 ) Limited partners, representing a 99.9 % interest, 132,512,766 and 131,927,343 common units issued and outstanding, respectively 134,807 455,564 Class B preferred limited partners, 12,585,642 and 12,585,642 preferred units issued and outstanding, respectively 305,468 305,468 Class C preferred limited partners, 1,800,000 and 1,800,000 preferred units issued and outstanding, respectively 42,891 42,891 Accumulated other comprehensive loss ( 499 ) ( 450 ) Noncontrolling interests 18,237 16,507 Total equity 448,070 767,429 Total liabilities and equity $ 5,020,094 $ 5,456,144 The accompanying notes are an integral part of these consolidated financial statements. F-4 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Consolidated Statements of Operations (in Thousands, except unit and per unit amounts) Year Ended March 31, 2024 2023 2022 REVENUES: Water Solutions $ 730,818 $ 697,038 $ 544,866 Crude Oil Logistics 1,656,064 2,464,822 2,505,496 Liquids Logistics 4,569,689 5,533,044 4,897,553 Total Revenues 6,956,571 8,694,904 7,947,915 COST OF SALES: Water Solutions 11,294 14,100 33,980 Crude Oil Logistics 1,521,190 2,250,934 2,352,932 Liquids Logistics 4,435,247 5,383,809 4,752,400 Corporate and Other ( 937 ) 1,181 — Total Cost of Sales 5,966,794 7,650,024 7,139,312 OPERATING COSTS AND EXPENSES: Operating 305,185 313,725 285,535 General and administrative 121,881 71,818 63,546 Depreciation and amortization 266,523 273,621 288,720 Loss on disposal or impairment of assets, net 115,936 86,888 94,254 Revaluation of liabilities 2,680 9,665 ( 6,495 ) Operating Income 177,572 289,163 83,043 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities 4,120 4,120 1,400 Interest expense ( 269,923 ) ( 275,445 ) ( 271,640 ) (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 ) LESS: 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 ) 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 ) 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. F-5 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income (in Thousands) Year Ended March 31, 2024 2023 2022 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. F-6 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the Years Ended March 31, 2024, 2023, and 2022 (in Thousands, except unit amounts) Limited Partners Preferred Common General Partner Units Amount Units Amount Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity BALANCE AT MARCH 31, 2021 $ ( 52,189 ) 14,385,642 $ 348,359 129,593,939 $ 582,784 $ ( 266 ) $ 69,471 $ 948,159 Distributions to noncontrolling interest owners — — — — — — ( 1,635 ) ( 1,635 ) Sawtooth joint venture disposition (Note 17) — — — — — — ( 51,097 ) ( 51,097 ) Common unit repurchases and cancellations — — — ( 44,769 ) ( 90 ) — — ( 90 ) Equity issued pursuant to incentive compensation plan — — — 1,146,800 3,259 — — 3,259 Net (loss) income ( 289 ) — — — ( 184,467 ) — 655 ( 184,101 ) Other comprehensive loss — — — — — ( 42 ) — ( 42 ) BALANCE AT MARCH 31, 2022 ( 52,478 ) 14,385,642 348,359 130,695,970 401,486 ( 308 ) 17,394 714,453 Distributions to noncontrolling interest owners — — — — — — ( 1,993 ) ( 1,993 ) Common unit repurchases and cancellations — — — ( 55,702 ) ( 99 ) — — ( 99 ) Equity issued pursuant to incentive compensation plan — — — 1,287,075 2,718 — — 2,718 Net (loss) income ( 73 ) — — — 51,459 — 1,106 52,492 Other comprehensive loss — — — — — ( 142 ) — ( 142 ) 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 ) Equity issued pursuant to incentive compensation plan (Note 9) — — — 606,725 1,098 — — 1,098 Net (loss) income ( 283 ) — — — ( 143,472 ) — 631 ( 143,124 ) Other comprehensive loss — — — — — ( 49 ) — ( 49 ) BALANCE AT MARCH 31, 2024 $ ( 52,834 ) 14,385,642 $ 348,359 132,512,766 $ 134,807 $ ( 499 ) $ 18,237 $ 448,070 The accompanying notes are an integral part of these consolidated financial statements.` F-7 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Consolidated Statements of Cash Flows (in Thousands) Year Ended March 31, 2024 2023 2022 OPERATING ACTIVITIES: 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 Loss (gain) on early extinguishment or revaluation of liabilities, net 57,961 3,488 ( 8,308 ) Equity-based compensation expense 1,098 2,718 ( 1,052 ) Loss on disposal or impairment of assets, net 115,936 86,888 94,254 Change in provision for expected credit losses 471 ( 385 ) 929 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 ) Distributions of earnings from unconsolidated entities 5,190 4,627 2,205 Lower of cost or net realizable value adjustments 4,564 3,227 14,761 Other 3,239 1,827 2,310 Changes in operating assets and liabilities, exclusive of acquisitions: Accounts receivable-trade and affiliates 230,368 86,629 ( 397,607 ) Inventories 7,104 85,050 ( 119,806 ) Other current and noncurrent assets 28,195 20,848 40,158 Accounts payable-trade and affiliates ( 219,997 ) ( 155,883 ) 405,420 Other current and noncurrent liabilities 5,501 ( 38,482 ) ( 64,681 ) Net cash provided by operating activities 376,164 445,186 205,846 INVESTING ACTIVITIES: Capital expenditures ( 152,295 ) ( 147,765 ) ( 142,359 ) Net settlements of derivatives ( 1,022 ) 54,430 ( 152,055 ) Proceeds from sales of assets 53,246 45,978 18,500 Proceeds from divestitures of businesses and investments, net 16,000 111,633 63,489 Investments in unconsolidated entities ( 258 ) ( 88 ) ( 350 ) Distributions of capital from unconsolidated entities 568 — 367 Net cash (used in) provided by investing activities ( 83,761 ) 64,188 ( 212,408 ) FINANCING ACTIVITIES: 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 preferred unitholders ( 178,299 ) — — Distributions to noncontrolling interest owners ( 1,586 ) ( 1,993 ) ( 1,635 ) Common unit repurchases and cancellations ( 84 ) ( 99 ) ( 90 ) Payments to settle contingent consideration liabilities ( 1,576 ) ( 1,789 ) ( 1,231 ) Principal payments of finance lease ( 16 ) ( 10 ) — Net cash (used in) provided by financing activities ( 258,925 ) ( 507,765 ) 5,555 Net increase (decrease) in cash and cash equivalents 33,478 1,609 ( 1,007 ) Cash and cash equivalents, beginning of period 5,431 3,822 4,829 Cash and cash equivalents, end of period $ 38,909 $ 5,431 $ 3,822 Supplemental cash flow information: Cash interest paid $ 247,395 $ 265,420 $ 254,814 Income taxes paid (net of income tax refunds) $ 3,250 $ 3,410 $ 2,480 Supplemental non-cash investing and financing activities: Accrued capital expenditures $ 9,626 $ 7,533 $ 14,558 The accompanying notes are an integral part of these consolidated financial statements. F-8 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1— Organization and Operations 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”). At March 31, 2024, our operations included three segments: • Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. We also sell produced water for reuse and recycle and brackish non-potable water to our producer customers to be used in their crude oil exploration and production activities. As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil. We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck and frac tank washouts. Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers. • 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 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 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 Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates. Fair Value Measurements 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 F-9 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: • Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2: 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 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. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. • Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for normal purchase and normal sale transactions that are expected to result in physical delivery. For these transactions, we do not record the physical contracts at fair value at each balance sheet date; 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, and within cash flows from operations in our consolidated statements of cash flows. 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. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales on the consolidated statements of operations, along with related settlements. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined and renewables products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, 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. F-10 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Cost of Sales We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales. Depreciation and Amortization 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. Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2020 to 2023 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. A publicly traded partnership is required to generate at least 90 % of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90 % of our gross income has been qualifying income for each of the calendar years since our initial public offering. We have a deferred tax liability of $ 38.0 million and $ 40.7 million at March 31, 2024 and 2023, respectively, as a result of acquiring corporations in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our consolidated balance sheets. The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded during the year ended March 31, 2024 was $ 1.2 million with an effective tax rate of 31.7 %. The deferred tax benefit recorded during the year ended March 31, 2023 was $ 2.3 million with an effective tax rate of 27.5 %. We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. We had no uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2024 or 2023. Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. We place our cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation; however, we maintain deposits in banks which exceed the amount of deposit insurance available. Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal. F-11 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. See Note 16 for a further discussion of our allowance for expected credit losses. We execute master netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis. We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2024 or 2023. CITGO Petroleum Corporation accounted for 12.8 % of our consolidated revenues for the year ended March 31, 2022. The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities. Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. Inventories consist of the following at the dates indicated: March 31, 2024 2023 (in thousands) Crude oil $ 44,056 $ 49,586 Propane 34,225 46,910 Butane 20,400 18,384 Biodiesel 18,919 19,778 Diesel 5,361 2,536 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 Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. At March 31, 2024, cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $ 14.7 million and $ 19.8 million, respectively. F-12 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Our investments in unconsolidated entities consist of the following at the dates indicated: March 31, Entity Segment Ownership Interest 2024 2023 (in thousands) Water services and land company Water Solutions 50 % $ 15,228 $ 15,036 Water services and land company Water Solutions 10 % 2,926 3,511 Water services and land company Water Solutions 50 % 2,026 2,071 Natural gas liquids terminal company Liquids Logistics 50 % 125 164 Aircraft company (1) Corporate and Other 50 % — 308 Total $ 20,305 $ 21,090 (1) This is an investment with a related party. 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 Other noncurrent assets consist of the following at the dates indicated: March 31, 2024 2023 (in thousands) Linefill (1) $ 37,861 $ 37,861 Loan receivable (2) 4,776 8,592 Minimum shipping fees - pipeline commitments (3) 356 4,628 Other 9,745 6,896 Total $ 52,738 $ 57,977 (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, 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) 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. 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 Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2024 2023 (in thousands) Accrued interest (1) $ 58,335 $ 49,362 Derivative liabilities 36,679 14,752 Accrued compensation and benefits 34,708 27,013 Excise and other tax liabilities 18,003 11,777 Product exchange liabilities 3,366 4,047 Other (1) 62,666 26,665 Total $ 213,757 $ 133,616 (1) Includes amounts accrued related to the LCT Capital, LLC legal matter (see Note 8). F-13 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 We record property, plant and equipment at cost less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 4). Intangible Assets Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, water rights, executory contracts and other agreements, covenants not to compete, and trade names. In addition, we capitalize certain debt issuance costs associated with the ABL Facility (as defined herein). We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 6). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method. Impairment of Long-Lived Assets We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations. 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 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. 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. For each reporting unit, we perform a qualitative assessment of relevant events and circumstances about the likelihood of goodwill impairment. If it is deemed more likely than not that the fair value of the reporting unit is less than its carrying value, we calculate the fair value of the reporting unit. Otherwise, further testing is not required. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for the reporting unit. Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. 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 F-14 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. Product Exchanges Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials. Noncontrolling Interests Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. Acquisitions To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values and goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually (as described above). Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination. Reclassifications 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 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. F-15 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“ASC”) 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements. We adopted this guidance on April 1, 2022 using the modified retrospective method. Under our Class D Preferred Unit (as defined in Note 9) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units. Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive. Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption. 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. 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. Note 3— Loss Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2024 2023 2022 Weighted average common units outstanding during the period: Common units - Basic 132,146,477 131,007,171 129,840,234 Common units - Diluted 132,146,477 131,007,171 129,840,234 For the years ended March 31, 2024, 2023 and 2022, all potential common units or convertible securities were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Year Ended March 31, 2024 2023 2022 (in thousands, except unit and per unit amounts) Net (loss) income $ ( 143,124 ) $ 52,492 $ ( 184,101 ) Less: 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 ) Less: Distributions to preferred unitholders (1) ( 139,644 ) ( 124,691 ) ( 104,163 ) Less: 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 ) F-16 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 Our property, plant and equipment consists of the following at the dates indicated: Estimated March 31, Description Useful Lives 2024 2023 (in years) (in thousands) 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 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 Other 3 - 20 2,552 10,908 Construction in progress 43,010 33,673 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 at March 31, 2024 and 2023. The accumulated amortization related to this finance lease is included within accumulated depreciation. (2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. 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: Year Ended March 31, 2024 2023 2022 (in thousands) Depreciation expense $ 198,542 $ 196,129 $ 203,783 Capitalized interest expense $ 1,561 $ 945 $ 916 We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Year Ended March 31, 2024 2023 2022 (in thousands) Water Solutions (1) $ 38,938 $ 56,644 $ 28,068 Crude Oil Logistics 2,910 18,944 ( 3,194 ) Liquids Logistics (2) ( 810 ) 10,135 11,750 Corporate and Other ( 720 ) ( 1,214 ) — Total $ 40,318 $ 84,509 $ 36,624 F-17 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. • A net loss of $ 20.0 million related to the impairment of an underperforming crude oil terminal in our Crude Oil Logistics segment. • A net loss of $ 10.0 million related to the impairment of several underperforming natural gas liquids terminals in our Liquids Logistics segment. • A gain of $ 2.1 million from an insurance recovery for a saltwater disposal facility damaged in a prior period in our Water Solutions segment. During the year ended March 31, 2022, the following transactions were recorded: • A net loss of $ 22.3 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 in our Water Solutions segment. • A loss of $ 11.8 million on the sale of a natural gas liquids terminals in our Liquids Logistics segment. • An impairment charge of $ 5.8 million to write down the value of an inactive saltwater disposal facility that we do not expect to bring back online as a result of suspended operations from increased seismic activity in our Water Solutions segment. • A loss of $ 2.2 million from the retirement of certain crude oil terminal assets damaged as part of Hurricane Ida in our Crude Oil Logistics segment. • A gain of $ 5.5 million on the sale of our trucking assets in our Crude Oil Logistics segment. F-18 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 5— Goodwill The following table summarizes changes in goodwill by segment for the periods indicated: Water Solutions Crude Oil Logistics Liquids Logistics Total (in thousands) 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 We performed a qualitative assessment as of January 1, 2024 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, 2024, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. See below for a further discussion of the testing. Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 4 %. 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, 2024. We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit 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. F-19 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, 2023, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. See below for a further discussion of the testing. Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2023. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 18 %. Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2023. We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit exceeded its carrying value by approximately 5 %. Fiscal Year 2022 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2022 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. 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. See below for a further discussion of the testing. Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2022. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 12 %. F-20 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 6— Intangible Assets Our intangible assets consist of the following at the dates indicated: March 31, 2024 March 31, 2023 Description Weighted- Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in years) (in thousands) Amortizable: Customer relationships 18.6 $ 905,113 $ ( 265,621 ) $ 639,492 $ 1,196,468 $ ( 492,002 ) $ 704,466 Customer commitments 20.3 192,000 ( 36,480 ) 155,520 192,000 ( 28,800 ) 163,200 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 Total amortizable 1,272,538 ( 332,560 ) 939,978 1,639,273 ( 580,860 ) 1,058,413 Non-amortizable: Trade names — — 255 255 Total $ 1,272,538 $ ( 332,560 ) $ 939,978 $ 1,639,528 $ ( 580,860 ) $ 1,058,668 (1) Includes debt issuance costs related to the ABL Facility. 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 (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. During the year ended March 31, 2022, we recorded the following: • A gain of $ 1.6 million related to the sale of certain intangible assets in our Water Solutions segment. • A loss of $ 0.1 million from the write-off of debt issuance costs related to the Sawtooth Caverns, LLC (“Sawtooth”) credit agreement which was paid off and terminated prior to us selling our ownership interest in Sawtooth (see Note 17). F-21 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2024 2023 2022 (in thousands) Depreciation and amortization $ 67,981 $ 77,492 $ 84,937 Cost of sales 260 274 281 Interest expense 5,541 4,866 4,779 Operating expenses 247 247 247 Total $ 74,029 $ 82,879 $ 90,244 The following table summarizes expected amortization of our intangible assets at March 31, 2024 (in thousands): Year Ending March 31, 2025 $ 59,403 2026 58,145 2027 57,464 2028 54,575 2029 52,001 Thereafter 658,390 Total $ 939,978 Note 7— Long-Term Debt Our long-term debt consists of the following at the dates indicated: March 31, 2024 March 31, 2023 Face Amount Unamortized Debt Issuance Costs (1) Book Value Face Amount Unamortized Debt Issuance Costs (1) Book Value (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: 7.500 % Notes due 2026 (“2026 Senior Secured Notes”) — — — 2,050,000 ( 26,009 ) 2,023,991 8.125 % Notes due 2029 (“2029 Senior Secured Notes”) 900,000 ( 12,845 ) 887,155 — — — 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 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 Less: Current maturities 7,000 — 7,000 — — — Long-term debt $ 2,893,000 $ ( 49,178 ) $ 2,843,822 $ 2,887,922 $ ( 30,117 ) $ 2,857,805 (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 F-22 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. ABL Facility 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. Compliance At March 31, 2024, we were in compliance with the covenants under the ABL Facility. Term Loan B 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 F-23 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. Compliance At March 31, 2024, we were in compliance with the covenants under the Term Loan B. Senior Secured Notes Issuances On February 4, 2021, we closed on our private offering of $ 2.05 billion of 2026 Senior Secured Notes. 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. 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; sell assets; 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 F-24 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. Redemptions 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: 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; sell assets; 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 subsidiaries as unrestricted subsidiaries; 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 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. F-25 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Compliance At March 31, 2024, we were in compliance with the covenants under the Indenture. 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 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. Issuances 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. We redeemed all of the remaining outstanding 2023 Notes on March 31, 2023 (see “Redemptions” below). On February 22, 2017, we issued $ 500.0 million of 2025 Notes. Interest is payable on March 1 and September 1 of each year. The 2025 Notes mature on March 1, 2025. 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. Interest is payable on April 15 and October 15 of each year. The 2026 Notes mature on April 15, 2026. 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). F-26 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2024 2023 2022 (in thousands) 2023 Notes Notes repurchased $ — $ 272,316 $ 79,549 Cash paid (excluding payments of accrued interest) $ — $ 265,127 $ 77,847 Gain on early extinguishment of debt (1) $ — $ 6,555 $ 1,318 2025 Notes Notes repurchased $ 99,275 $ — $ — Cash paid (excluding payments of accrued interest) $ 91,982 $ — $ — Gain on early extinguishment of debt (2) $ 6,906 $ — $ — 2026 Notes Notes repurchased $ — $ 12,500 $ 6,000 Cash paid (excluding payments of accrued interest) $ — $ 10,789 $ 5,320 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 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 (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. Redemptions The following table summarizes redemptions of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2024 2023 (in thousands) 2023 Notes (1) Notes redeemed $ — $ 203,386 Cash paid (excluding payments of accrued interest) $ — $ 203,386 Loss on early extinguishment of debt $ — $ 367 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 (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. F-27 NGL ENERGY PARTNERS LP AND SUBSIDIARIES 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, Term Loan B Senior Secured Notes Total (in thousands) 2025 $ 7,000 $ — $ 7,000 2026 7,000 — 7,000 2027 7,000 — 7,000 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 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $ 10.2 million, $ 11.9 million and $ 12.2 million during the years ended March 31, 2024, 2023 and 2022, respectively. The following table summarizes expected amortization of debt issuance costs at March 31, 2024 (in thousands): Year Ending March 31, 2025 $ 7,590 2026 7,590 2027 7,590 2028 7,590 2029 7,252 Thereafter 11,566 Total $ 49,178 Note 8— Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. 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 (“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 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 F-28 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 and costs, as applicable. 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. Underwood, Successor Trustee for the James L. Price Revocable Living Trust, on behalf of the Trust and all others similarly situated v. NGL Energy Partners LP , Case No. 4:21-cv-00135-CVE-SH. This case seeks class certification on behalf of owners who allege the Partnership’s Crude Oil Logistics group violated Oklahoma’s Production Revenue Standards Act when it failed to include statutory interest on proceeds payments it made to certain mineral owners and to state unclaimed property divisions for oil purchased from certain Oklahoma wells. A substantial portion of the statutory interest claimed to be owed in the lawsuit related to suspended proceeds we inherited from our predecessors and remitted to various state unclaimed property divisions in 2016. With no admission of liability or wrongdoing, but only to avoid the expense and uncertainty of future litigation, the Partnership entered into a settlement agreement in this case to resolve all claims made against it by the plaintiff and the proposed class and paid approximately $ 8.4 million to the plaintiff and the proposed class. 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. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop. Environmental Matters At March 31, 2024, we have an environmental liability, measured on an undiscounted basis, of $ 1.3 million , which is recorded within accrued expenses and other payables in our consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business. Asset Retirement Obligations We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. F-29 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 Asset retirement obligations at March 31, 2023 35,163 Liabilities incurred 23,088 Liabilities associated with disposed assets (2) ( 3,718 ) Liabilities settled ( 222 ) Liabilities held for sale (3) ( 356 ) Accretion expense 2,619 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. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable. 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 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. F-30 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: Crude Oil (1) Natural Gas Liquids Value Volume (in barrels) Value Volume (in gallons) (in thousands) Fixed-Price Commodity Purchase Commitments: Year Ending March 31, 2025 $ 76,134 1,037 $ 25,413 33,204 2026 — — 4,464 6,510 2027 — — 2,963 4,284 Total $ 76,134 1,037 $ 32,840 43,998 Index-Price Commodity Purchase Commitments: Year Ending March 31, 2025 $ 3,658,596 46,617 $ 950,129 996,662 2026 721,488 10,506 40,873 56,053 2027 — — 12,642 25,200 Total $ 4,380,084 57,123 $ 1,003,644 1,077,915 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. At March 31, 2024, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume (in barrels) Value Volume (in gallons) (in thousands) Fixed-Price Commodity Sale Commitments: Year Ending March 31, 2025 $ 76,593 1,037 $ 35,840 38,377 2026 — — 4,888 6,136 2027 — — 3,140 4,247 2028 — — 74 80 Total $ 76,593 1,037 $ 43,942 48,840 Index-Price Commodity Sale Commitments: Year Ending March 31, 2025 $ 2,953,808 35,749 $ 538,274 479,487 2026 30,068 390 2,080 2,007 Total $ 2,983,876 36,139 $ 540,354 481,494 We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 10) or inventory positions (described in Note 2). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our consolidated balance sheet and are not included in the tables above. These F-31 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, capital projects and real estate. The following table summarizes future minimum payments under these agreements at March 31, 2024 (in thousands): Year Ending March 31, 2025 $ 34,815 2026 6,379 2027 6,405 2028 2,353 2029 2,136 Thereafter 3,587 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 (“Subsidy Agreement”). 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. Note 9— Equity Partnership Equity The Partnership’s equity consists of a 0.1 % GP interest and a 99.9 % limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1 % GP interest. Our GP is not required to guarantee or pay any of our debts or obligations. At March 31, 2024, we owned 8.69 % of our GP. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units during the years ended March 31, 2024, 2023 and 2022, we issued 586 , 1,232 and 1,103 , respectively, notional units to our GP for less than $ 0.1 million in each of the years, in order to maintain its 0.1 % interest in the Partnership. Common Unit Repurchase Program On August 30, 2019, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $ 150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions. We did not repurchase any units under this plan and this plan has expired. Suspension of Common Unit and Preferred Unit Distributions The board of directors of our 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 2026 Indenture, 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. F-32 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 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 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). 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 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 As of March 31, 2024, there were 600,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 25,500,000 common units outstanding. The following table summarizes the outstanding warrants at March 31, 2024: Issuance Date and Description Number of Warrants Exercise Price July 2, 2019 Premium warrants 10,000,000 $ 17.45 Par warrants 7,000,000 $ 14.54 October 31, 2019 Premium warrants 5,000,000 $ 16.28 Par warrants 3,500,000 $ 13.56 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. F-33 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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. 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 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 our 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 F-34 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 On February 4, 2021, NGL Energy Holdings LLC executed the First Amendment to the Seventh Amended and Restated Agreement of Limited Partnership for the purpose of amending certain consent rights in relation to the Class D Preferred Units. Equity-Based Incentive Compensation 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 (“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. 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: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2023 627,975 $ 2.15 Units vested and issued ( 606,725 ) $ 2.15 Units forfeited ( 21,250 ) $ 2.15 Unvested Service Award units at March 31, 2024 — 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 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. F-35 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Derivatives 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 Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities (in thousands) Level 1 measurements $ 4,798 $ ( 7,517 ) $ 63,553 $ ( 6,043 ) Level 2 measurements 54,040 ( 37,345 ) 25,128 ( 15,827 ) 58,838 ( 44,862 ) 88,681 ( 21,870 ) Netting of counterparty contracts (1) ( 4,798 ) 4,798 ( 6,670 ) 6,670 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 derivative assets and liabilities in our consolidated balance sheets at the dates indicated: March 31, 2024 2023 (in thousands) Prepaid expenses and other current assets $ 54,670 $ 33,875 Other noncurrent assets — 450 Accrued expenses and other payables ( 36,679 ) ( 14,752 ) Other noncurrent liabilities ( 666 ) ( 562 ) Net derivative asset $ 17,325 $ 19,011 F-36 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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 (Short) Notional Units (in barrels) Fair Value of Net Assets (Liabilities) (in thousands) At March 31, 2024: 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 13,976 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 ) Refined products fixed-price (1) April 2023–July 2024 ( 429 ) 4,468 Butane fixed-price (1) April 2023–March 2024 ( 830 ) 3,485 Other April 2023–September 2024 10,292 66,811 Net cash collateral held ( 47,800 ) 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): Year Ended March 31, 2024 $ ( 1,562 ) 2023 $ ( 5,383 ) 2022 $ ( 116,556 ) Credit Risk 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. At March 31, 2024, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income. F-37 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Interest Rate Risk 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 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 Partnership Agreement) plus a spread of 7.384%. 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. Fair Value of Fixed-Rate Notes The following table provides fair values estimates of our fixed-rate notes at March 31, 2024 (in thousands): 2029 Senior Secured Notes $ 921,375 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 Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Operating income of these segments is reviewed by the chief operating decision maker to evaluate performance and make business decisions. Intersegment transactions are recorded based on prices negotiated between the segments and are eliminated upon consolidation. See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments. The following table summarizes revenues related to our segments for the periods indicated: F-38 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Year Ended March 31, 2024 2023 2022 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees (1) $ 598,046 $ 547,716 $ 413,301 Sale of recovered crude oil 107,367 120,705 77,203 Sale of water 11,594 17,509 39,518 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 Crude Oil Logistics: Topic 606 revenues Crude oil sales 1,597,238 2,376,434 2,432,393 Crude oil transportation and other sales 50,151 89,502 75,484 Non-Topic 606 revenues 9,222 7,476 8,687 Elimination of intersegment sales ( 547 ) ( 8,590 ) ( 11,068 ) Total Crude Oil Logistics revenues 1,656,064 2,464,822 2,505,496 Liquids Logistics: Topic 606 revenues Refined products sales 2,192,783 2,554,084 1,899,898 Propane sales 735,698 1,156,821 1,322,210 Butane sales 627,400 772,085 861,998 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 Elimination of intersegment sales — — ( 1,323 ) Total Liquids Logistics revenues 4,569,689 5,533,044 4,897,553 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. F-39 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: Year Ended March 31, 2024 2023 2022 (in thousands) Depreciation and Amortization: Water Solutions $ 214,727 $ 207,328 $ 214,805 Crude Oil Logistics 36,922 46,577 48,489 Liquids Logistics 10,632 13,575 19,000 Corporate and Other 20,450 23,399 23,914 Total $ 282,731 $ 290,879 $ 306,208 Operating Income (Loss): Water Solutions $ 231,256 $ 198,924 $ 94,851 Crude Oil Logistics 52,074 81,524 45,033 Liquids Logistics 2,481 66,624 ( 8,441 ) Corporate and Other ( 108,239 ) ( 57,909 ) ( 48,400 ) Total $ 177,572 $ 289,163 $ 83,043 The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Year Ended March 31, 2024 2023 2022 (in thousands) Water Solutions $ 145,048 $ 123,180 $ 115,267 Crude Oil Logistics 6,905 9,649 6,422 Liquids Logistics 15,791 5,704 11,185 Corporate and Other 2,323 2,207 2,148 Total $ 170,067 $ 140,740 $ 135,022 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: March 31, 2024 2023 (in thousands) Long-lived assets, net: Water Solutions $ 2,608,007 $ 2,810,534 Crude Oil Logistics 827,248 870,999 Liquids Logistics (1) 298,595 363,736 Corporate and Other 34,267 39,363 Total $ 3,768,117 $ 4,084,632 (1) Includes $ 10.2 million and $ 12.5 million of non-US long-lived assets at March 31, 2024 and 2023, respectively. F-40 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) March 31, 2024 2023 (in thousands) Total assets: Water Solutions $ 2,818,444 $ 3,009,869 Crude Oil Logistics 1,368,461 1,616,953 Liquids Logistics (1) 686,885 774,221 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. Note 12— Transactions with Affiliates The following table summarizes our related party transactions for the periods indicated: Year Ended March 31, 2024 2023 2022 (in thousands) Purchases from equity method investees $ 1,281 $ 1,872 $ 1,091 Purchases from entities affiliated with management $ 100 $ — $ 1,489 Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2024 2023 (in thousands) 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: March 31, 2024 2023 (in thousands) Equity method investees $ 36 $ 64 Entities affiliated with management 1 1 Total $ 37 $ 65 Other Related Party Transactions Guarantee of Outstanding Loan for KAIR2014 LLC (“KAIR2014”) In connection with the purchase of our 50 % interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan. The other owner of KAIR2014, our Chief Executive Officer, H. 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, 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. F-41 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Note 13— Employee Benefit Plan We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k) plan permits all eligible employees to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4 and 6% of their eligible compensation (as defined in the plan). 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, 2024, 2023 and 2022 were $ 2.8 million, $ 2.8 million and $ 2.9 million, respectively. Note 14— Revenue from Contracts with Customers We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. 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 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 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. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing. We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. We include amounts billed to customers for shipping and handling costs in revenues in our consolidated statements of operations. Water Solutions Performance Obligations Within the Water Solutions segment, revenue is disaggregated into two primary revenue streams that include service revenue and commodity sales revenue. 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 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. The Water Solutions segment has certain disposal contracts that contain the following types of terms or pricing structures that involve significant judgment that impacts the determination and timing of revenue. • Minimum volume commitments. We receive a shortfall fee if the customer does not deliver a certain amount of volume of produced water over a specified period of time. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are F-42 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). • Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e., the “reset period”) may vary from monthly to over a period of multiple months. If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates. If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. • Volume discount pricing. Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis. Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e., the “reset period”) may vary from daily to over a period of multiple months. If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates. If the volume discount period spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer. For contracts that involve the sale of recovered crude oil and reuse, recycled and brackish non-potable water, we will recognize revenue at a point in time, based on when control of the product is transferred to the customer. Crude Oil Logistics Performance Obligations Within the Crude Oil Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a predetermined amount of crude oil, primarily on a month-to-month basis, to our customers. 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 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. Liquids Logistics Performance Obligations Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a specified amount of product over a specified period of time. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer. For revenue received from services rendered, we offer a variety of services which include: (i) storage services where product is commingled; (ii) railcar transportation services; (iii) transloading services; and (iv) logistics services. We are obligated to provide these services over a predetermined period of time. All revenue from services is recognized over time utilizing the output method based on volumes stored or moved. Remaining Performance Obligations Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. 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 contracts. The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2024 (in thousands): F-43 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) Year Ending March 31, 2025 $ 115,348 2026 69,497 2027 54,787 2028 43,627 2029 42,524 Thereafter 55,152 Total $ 380,935 Many agreements are short-term in nature with a contract term of one year or less. For those contracts, we utilized the practical expedient in ASC 606-10-50 that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, for our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index-based) are not known until the product is delivered. Contract Assets and Liabilities Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided on a monthly basis and are due within 1-30 days of billing, and are classified as accounts receivable-trade on our consolidated balance sheets. Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within prepaid expenses and other current assets in our consolidated balance sheets. Accounts receivable from contracts with customers are presented within accounts receivable-trade and accounts receivable-affiliates in our consolidated balance sheets. Under certain of our contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized, referred to as deferred revenue or contract liabilities, within advance payments received from customers in our consolidated balance sheets. Our deferred revenue primarily relates to: • Prepayments. Some revenue contracts contain prepayment provisions within our Liquids Logistics segment. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability. • Multi-period contract in which fee escalates each subsequent year of the contract. Revenue from these contracts is recognized over time based on a weighted average of what is expected to be received over the life of the contract. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded. • Tiered pricing and volume discount pricing. As described above, we revise the estimate of variable consideration at each reporting date throughout each reset period. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded. • Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines, booster stations and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract. F-44 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2024 March 31, 2023 (in thousands) Accounts receivable from contracts with customers $ 415,961 $ 425,760 Contract assets (current) $ — $ 10,050 Contract liabilities at March 31, 2022 $ 7,667 Payment received and deferred 62,969 Payment recognized in revenue ( 56,116 ) Contract liabilities at March 31, 2023 14,520 Payment received and deferred 59,401 Payment recognized in revenue ( 56,824 ) 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 Lessee Accounting Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement. 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 directing the use of the asset. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities with an initial term of greater than one year are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We do not have any leases that provide for guarantees of residual value. Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our operating lease liability when it is reasonably certain that we will exercise the option. Lease renewal terms vary from one year to 30 years. Operating lease expense is recognized on a straight-line basis over the lease term. We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases. We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be based on a flat rate per barrel disposed or a percentage of revenue generated. Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred. Operating lease right-of-use assets also include any lease prepayments and exclude lease incentives. For leases acquired as a result of an acquisition, the right-of-use asset also includes adjustments for any favorable or unfavorable market terms present in the lease. Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the consolidated balance sheet. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and is disclosed below. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases of buildings and land, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components. 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. 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 F-45 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) 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. At March 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.71 years and 9.61 %, respectively. The following table summarizes the components of our lease cost for the periods indicated: Year Ended March 31, 2024 2023 2022 (in thousands) Operating lease cost (1) $ 47,594 $ 51,525 $ 58,535 Variable lease cost (1) 31,118 29,742 22,130 Short-term lease cost (1) 931 341 351 Finance lease cost Amortization of right-of-use asset (2) 5 3 — Interest on lease obligation (3) 12 9 — Total lease cost $ 79,660 $ 81,620 $ 81,016 (1) Included in operating expenses in our consolidated statements of operations. (2) Included in depreciation and amortization expense in our consolidated statements of operations. (3) Included in interest expense in our consolidated statement of operations. The following table summarizes maturities of our lease obligations at March 31, 2024 (in thousands): Operating Finance Year Ending March 31, Leases Lease (1) 2025 $ 38,364 $ 28 2026 25,566 28 2027 19,393 28 2028 16,461 9 2029 7,992 — Thereafter 23,392 — Total lease payments 131,168 93 Less imputed interest ( 29,505 ) ( 18 ) Total lease obligations $ 101,663 $ 75 (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. F-46 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: Year Ended March 31, 2024 2023 2022 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 47,687 $ 51,147 $ 57,449 Operating cash outflows from finance lease $ 12 $ 9 $ — Financing cash outflows from finance lease $ 16 $ 10 $ — Right-of-use assets obtained in exchange for lease obligations Operating leases $ 53,338 $ 32,984 $ 14,950 Finance lease $ — $ 102 $ — Lessor Accounting and Subleases Our lessor arrangements include storage and railcar contracts, of which certain agreements contain renewal options for periods of between one year and five years . We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing. Lessor accounting under ASC 842 is substantially unchanged and all of our leases will continue to be classified as operating leases. We also, from time to time, sublease certain of our storage capacity and railcars to third-parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. 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 to be received under various noncancelable operating lease agreements at March 31, 2024 (in thousands): Year Ending March 31, 2025 $ 10,922 2026 11,047 2027 9,741 2028 6,669 2029 1,827 Thereafter 2,935 Total $ 43,141 Note 16— Allowance for Current Expected Credit Loss (CECL) ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life. 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 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. We can require prepayment or collateral to mitigate credit risks. We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. 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 for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator. F-47 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: Accounts Receivable - Trade Notes Receivable and Other (in thousands) 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 ) — Disposition of Sawtooth (See Note 17 ) ( 4 ) — 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 ) — 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 ) — Allowance for expected credit loss at March 31, 2024 $ 1,671 $ 152 Note 17— Other Matters Dispute Settlement During the three months ended December 31, 2022, we recorded other income of $ 29.5 million to settle a dispute associated with commercial activities not occurring in the current reporting periods. We received payment on December 29, 2022. This amount is recorded within other income, net in our consolidated statement of operations for the year ended March 31, 2023. Third-party Loan Receivable As previously disclosed, we had an outstanding loan receivable, including accrued interest, associated with our interest in a facility that was utilized by a third-party. Due to the bankruptcy of the third-party, we wrote down the remaining outstanding balance to what we expected to collect as an unsecured claim. At March 31, 2022, the outstanding balance of our unsecured claim was $ 0.6 million, net of an allowance for an expected credit loss, which was recorded within prepaid expenses and other current assets in our consolidated balance sheet. During the three months ended June 30, 2022, we received $ 1.0 million to settle our unsecured claim and we reversed the allowance for the expected credit loss. 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. Dispositions 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 F-48 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 On March 30, 2023, we sold our marine assets to two third-parties for total consideration of $ 111.7 million in cash less estimated expenses of approximately $ 7.5 million. We recorded a loss of $ 8.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 . As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations. Sale of Sawtooth On June 18, 2021, we sold our approximately 71.5 % interest in Sawtooth to a group of buyers for total consideration of $ 70.0 million less expenses of approximately $ 2.0 million. We recorded a loss of $ 60.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2022 . 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. F-49 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 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. Note 18— Subsequent Events Dispositions 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 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, the Class C Preferred Units and the Class D Preferred Units. 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. F-50 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. F-51