Energy Transfer (ET) risk factors, FY2024 10-K

Risk Relating to the Partnership’s Business

1. 01Results of Operations and Financial Condition
2. 02Index to Financial Statements
3. 03Income from our midstream, transportation, terminalling and storage operations is exposed to risks due to fluctuations in the demand for and price of natural gas, NGLs, crude oil and refined products that are beyond our control
4. 04In the past, the prices of natural gas, NGLs, refined products and oil have been extremely volatile, and we expect this volatility to continue
5. 05General economic, financial, and political conditions, including the impact of tariffs to the extent enacted, may materially adversely affect our results of operations and financial condition
6. 06Changes in U.S. administrative policy, including the imposition of or increases in tariffs on steel and/or other raw materials, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on us
7. 07Our business could be negatively impacted by inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business
8. 08An impairment of goodwill and intangible assets could reduce our earnings
9. 09We depend on certain key producers for our supply of natural gas and the loss of any of these key producers could adversely affect our financial results
10. 10During 2024, two customers accounted for approximately 23% of our intrastate transportation and storage revenues. During 2024, four customers collectively accounted for 29% of our interstate transportation and storage revenues
11. 11We may be unable to retain or replace existing midstream, transportation, terminalling and storage customers or volumes due to declining demand or increased competition in crude oil, refined products, natural gas and NGL markets, which would reduce our revenues and limit our future profitability
12. 12We and our subsidiaries, including Sunoco LP and USAC, are exposed to the credit risk of our customers and derivative counterparties, and an increase in the nonpayment and nonperformance by our customers or derivative counterparties could reduce our ability to make distributions to our Unitholders
13. 13The profitability of certain activities in our natural gas gathering, processing, transportation and storage operations are largely dependent upon natural gas commodity prices, price spreads between two or more physical locations and market demand for natural gas and NGLs
14. 14We also enter into percent-of-proceeds arrangements, keep-whole arrangements, and processing fee agreements pursuant to which we agree to gather and process natural gas received from the producers
15. 15When we process the gas for a fee under processing fee agreements, we may guarantee recoveries to the producer. If recoveries are less than those guaranteed to the producer, we may suffer a loss by having to supply liquids or its cash equivalent to keep the producer whole
16. 16In order to maintain or increase throughput levels on our gathering systems and transportation pipeline systems and asset utilization rates at our treating and processing plants, we must continually contract for new natural gas supplies and natural gas transportation services
17. 17Our revenues depend on our customers’ ability to use our pipelines and third-party pipelines over which we have no control
18. 18The inability to continue to access lands owned by third parties could adversely affect our ability to operate and our financial results
19. 19Our storage operations are influenced by the overall forward market for crude oil and other products we store, and certain market conditions may adversely affect our financial and operating results
20. 20Competition for water resources or limitations on water usage for hydraulic fracturing could disrupt crude oil and natural gas production from shale formations
21. 21A natural disaster, catastrophe or other event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and otherwise materially adversely affect our cash flow
22. 22Terrorist attacks aimed at our facilities could adversely affect our business, results of operations, cash flows and financial condition
23. 23Our business could be affected adversely by union disputes and strikes or work stoppages by unionized employees
24. 24Cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers, could materially and adversely affect our business, operations, reputation, and financial results
25. 25Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales
26. 26Product liability claims and litigation could adversely affect our business and results of operations
27. 27We do not control, and therefore may not be able to cause or prevent certain actions by, certain of our joint ventures
28. 28The use of derivative financial instruments could result in material financial losses by us
29. 29exposure to commodity prices. Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge
30. 30Increasing levels of congestion in the Houston Ship Channel could result in a diversion of business to less busy ports
31. 31The costs of providing pension and other postretirement health care benefits and related funding requirements are subject to changes in pension fund values, changing demographics and fluctuating actuarial assumptions and may have a material adverse effect on our financial results
32. 32Mergers among customers and competitors could result in lower volumes being shipped on our pipelines or products stored in or distributed through our terminals, or reduced crude oil marketing margins or volumes
33. 33Fraudulent activity or misuse of proprietary data involving our outsourcing partners could expose us to additional liability
34. 34Our debt level and debt agreements may limit our ability to make distributions to Unitholders and may limit our future financial and operating flexibility
35. 35The debt level and debt agreements of our subsidiaries, including Sunoco LP and USAC, may limit the distributions we receive from these subsidiaries, as well as our future financial and operating flexibility
36. 36We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity
37. 37Increases in interest rates could materially adversely affect our business, results of operations, cash flows and financial condition
38. 38An increase in interest rates could impact demand for our storage capacity
39. 39A downgrade of our credit ratings could impact our and our subsidiaries’ liquidity, access to capital and costs of doing business, and maintaining credit ratings is under the control of independent third parties
40. 40Our results of operations and our ability to grow and to make distributions to Unitholders will depend in part on our ability to make acquisitions that are accretive to our distributable cash flow per unit
41. 41Capital projects may require significant amounts of debt and equity financing, which may not be available to us on acceptable terms, or at all
42. 42The Inflation Reduction Act of 2022 could decrease demand for crude oil and natural gas and could impose new costs on our operations
43. 43If we do not continue to construct new pipelines, our future growth could be limited
44. 44Expanding our business by constructing new pipelines and related facilities subjects us to risks
45. 45The liquefaction project is dependent upon securing long-term contractual arrangements for the offtake of LNG on terms sufficient to support the financial viability of the project
46. 46The construction of the liquefaction project remains subject to further approvals and some approvals may be subject to further conditions, review and/or revocation
47. 47Additionally, while President Trump’s executive order resumes permitting applications, there can be no assurance as to whether Lake Charles LNG Export will receive approval of its application for a Non-FTA Authorization
48. 48We are affected by competition from other midstream, transportation, terminalling and storage companies
49. 49In markets served by our NGL pipelines, we compete with other pipeline companies and barge, rail and truck fleet operations. We also face competition with other storage and fractionation facilities based on fees charged and the ability to receive, distribute and/or fractionate the customer’s products
50. 50We, Sunoco LP and USAC may not be able to fully execute our growth strategy if we encounter increased competition for qualified assets
51. 51We compete with other businesses in our market with respect to attracting and retaining qualified employees
52. 52Increased regulation of hydraulic fracturing or produced water disposal could result in reductions or delays in crude oil and natural gas production in our areas of operation, which could adversely impact our business and results of operations
53. 53Legal or regulatory actions related to the Dakota Access Pipeline could cause an interruption to current or future operations, which could have an adverse effect on our business and results of operations
54. 54Laws, regulations and policies governing interstate natural gas pipeline rates could affect the ability of our interstate pipelines to establish rates, to charge rates that would cover future increases in its costs, or to continue to collect rates that cover current costs
55. 55FERC issued a Notice of Denial of Rehearing by Operation of Law and Providing for Further Consideration. The request for rehearing will be addressed in a future order
56. 56Our interstate natural gas pipelines are subject to laws, regulations and policies governing terms and conditions of service, which could adversely affect our business and results of operations
57. 57Rate regulation or market conditions may not allow us to recover the full amount of increases in the costs of our crude oil, NGL and refined products pipeline operations
58. 58State regulatory measures could adversely affect the business and operations of our midstream and intrastate pipeline and storage assets
59. 59Certain of our assets may become subject to regulation
60. 60We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs
61. 61Federal and state legislative and regulatory initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable legal requirements could subject us to increased capital costs, operational delays and costs of operation
62. 62Our business involves the generation, handling and disposal of hazardous substances, hydrocarbons and wastes which activities are subject to environmental and worker health and safety laws and regulations that may cause us to incur significant costs and liabilities
63. 63more stringent nitrogen oxide emission reduction requirements that affect our compressor units in ozone non-attainment areas at reasonable cost, but there is no assurance that we will not incur material costs in the future to meet the new, more stringent ozone standard
64. 64Climate change legislation or regulations restricting emissions of GHGs could result in increased operating costs and reduced demand for the services we provide
65. 65A climate-related decrease in demand for crude oil, natural gas and other hydrocarbon products could negatively affect our business
66. 66Increased attention to ESG matters and conservation measures may adversely impact our business
67. 67The swaps regulatory provisions of the Dodd-Frank Act and the rules adopted thereunder could have an adverse effect on our ability to use derivative instruments to mitigate the risks of changes in commodity prices and interest rates and other risks associated with our business
68. 68Additional deepwater drilling laws and regulations, delays in the processing and approval of drilling permits and exploration, development, oil spill-response and decommissioning plans, and other related developments may have a material adverse effect on our business, financial condition, or results of operations
69. 69Our business is subject to federal, state and local laws and regulations that govern the product quality specifications of the petroleum products that we store and transport

Risks Relating to Our Partnership Structure

1. 70Issuance of Common Units or Other Classes of Equity
2. 71We may issue an unlimited number of limited partner interests or other classes of equity without the consent of our Unitholders, which will dilute Unitholders’ ownership interest in us and may increase the risk that we will not have sufficient available cash to maintain or increase our per unit distribution level
3. 72Cash distributions are not guaranteed and may fluctuate with our performance and other external factors
4. 73Our general partner’s absolute discretion in determining the level of cash reserves may adversely affect our ability to make cash distributions to Unitholders
5. 74Unitholders may have liability to repay distributions
6. 75The NYSE does not require a publicly traded partnership like us to comply with certain corporate governance requirements
7. 76The control of our general partner may be transferred to a third-party without Unitholder consent
8. 77The majority owner of our general partner has rights that protect him against dilution
9. 78Cost reimbursements due to our general partner may be substantial and may reduce our ability to pay the distributions to Unitholders
10. 79Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors
11. 80results in a voting interest in the Partnership of 25%. As a result of this and other limitations, it may be more difficult to remove the general partner
12. 81Unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business
13. 82Our general partner has a limited call right that may require Unitholders to sell their units at an undesirable time or price
14. 83We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets
15. 84The interruption of distributions to us from our operating subsidiaries and equity investees may affect our ability to satisfy our obligations and to make distributions to our partners
16. 85Our subsidiaries are not prohibited from competing with us
17. 86Sunoco LP and USAC may issue additional common units, which may increase the risk that each Partnership will not have sufficient available cash to maintain or increase its per unit distribution level
18. 87A reduction in Sunoco LP’s distributions will disproportionately affect the amount of cash distributions to which Energy Transfer is entitled
19. 88Sunoco LP’s financial condition and results of operations are influenced by changes in the prices of motor fuel, which may adversely impact margins, customers’ financial condition and the availability of trade credit
20. 89The industries in which Sunoco LP operates are subject to seasonal trends, which may cause its operating costs to fluctuate, affecting its cash flow
21. 90The dangers inherent in the storage and transportation of motor fuel, crude oil, refined petroleum products and anhydrous ammonia could cause disruptions in Sunoco LP’s operations and could expose them to potentially significant losses, costs or liabilities
22. 91Sunoco LP’s pipelines and fuel storage terminals are subject to operational and business risks which may adversely affect its financial condition, results of operations, cash flows and ability to make distributions to its unitholders
23. 92Negative events or developments associated with Sunoco LP’s branded suppliers could have an adverse impact on its revenues
24. 93The wholesale motor fuel distribution industry and convenience store industry are characterized by intense competition and fragmentation and impacted by new entrants. Failure to effectively compete could result in lower margins
25. 94Sunoco LP may be subject to adverse publicity resulting from concerns over food quality, product safety, health or other negative events or developments that could cause consumers to avoid its retail locations or independently operated commission agent or dealer locations
26. 95Sunoco LP does not own all of the land on which its retail service stations are located, and Sunoco LP leases certain facilities and equipment, and Sunoco LP is subject to the possibility of increased costs to retain necessary land use which could disrupt its operations
27. 96Sunoco LP is subject to federal laws related to the Renewable Fuel Standard
28. 97Sunoco LP is subject to federal, state and local laws and regulations that govern the product quality specifications of refined petroleum products it purchases, stores, transports, and sells to its distribution customers
29. 98If third-party pipelines and other facilities interconnected to Sunoco LP’s fuel storage terminals and transmix processing facilities become partially or fully unavailable to transport refined products, Sunoco LP’s revenues could be adversely affected
30. 99The third parties on whom Sunoco LP relies for transportation services to its fuel storage terminals and transmix processing facilities are subject to complex federal, state, and other laws that could adversely affect Sunoco LP’s financial condition and results of operations
31. 100Sunoco LP could be subject to liabilities from its assets that predate the acquisition of those assets, but that are not covered by indemnification rights Sunoco LP has against the sellers of the assets
32. 101Sunoco LP operates assets outside of the United States, which exposes it to different legal and regulatory requirements and additional risk
33. 102USAC’s customers may choose to vertically integrate their operations by purchasing and operating their own compression fleet, increasing the number of compression units they currently own or using alternative technologies for enhancing crude oil production
34. 103A significant portion of USAC’s services are provided to customers on a month-to-month basis, and USAC cannot be sure that such customers will continue to utilize its services
35. 104USAC’s preferred units rank senior to all of its other classes or series of equity securities with respect to distribution rights and rights upon liquidation. These preferences could adversely affect the market price for its common units or could make it more difficult for USAC to sell its common units in the future

Risks Related to Conflicts of Interest

1. 105The fiduciary duties of our general partner’s officers and directors may conflict with those of Sunoco LP’s or USAC’s respective general partners
2. 106Although we control Sunoco LP and USAC through our ownership of Sunoco LP’s and USAC’s general partners, Sunoco LP’s and USAC’s general partners owe duties to Sunoco LP and Sunoco LP’s unitholders and USAC and USAC’s unitholders, respectively, which may conflict with our interests
3. 107Potential conflicts of interest may arise among our general partner, its affiliates and us. Our general partner and its affiliates have limited fiduciary duties to us, which may permit them to favor their own interests to the detriment of us
4. 108Our Partnership Agreement limits our general partner’s fiduciary duties to us and restricts the remedies available for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty
5. 109Our general partner’s absolute discretion in determining the level of cash reserves may adversely affect our ability to make cash distributions to our Unitholders
6. 110Affiliates of our general partner may compete with us
7. 111The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis
8. 112If the IRS contests the federal income tax positions we take, the market for our units may be adversely affected and the costs of any such contest will reduce cash available to pay our debt securities and for distributions to our Unitholders
9. 113Unitholders are required to pay taxes on their share of our income even if they do not receive any cash distributions from us
10. 114Tax gain or loss on disposition of our units could be more or less than expected
11. 115Tax-exempt entities face unique tax issues from owning our units that may result in adverse tax consequences to them
12. 116Non-United States Unitholders will be subject to United States taxes and withholding with respect to their income and gain from owning our units
13. 117We have subsidiaries that will be treated as corporations for federal income tax purposes and subject to corporate-level income taxes
14. 118We treat each purchaser of units as having the same tax benefits without regard to the actual units purchased. The IRS may challenge this treatment, which could result in a Unitholder owing more tax and may adversely affect the value of the units
15. 119We have adopted certain valuation methodologies in determining Unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methods or the resulting allocations, and such a challenge could adversely affect the value of our Common Units
16. 120Unitholders will likely be subject to state and local taxes and income tax return filing requirements in jurisdictions where they do not live as a result of investing in our units
17. 121Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us
18. 122The treatment of Energy Transfer Preferred Units is uncertain, and distributions on Energy Transfer Preferred Units (other than Series I Preferred Units) may not be eligible for the 20% deduction for qualified publicly traded partnership income