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FORM 10-Q (Mark One)☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from __________ to __________Commission File Number: 001-35172 NGL Energy Partners LP(Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation orOrganization)(I.R.S. Employer Identification No.) 6120 South Yale Avenue, Suite 1300Tulsa,Oklahoma74136(Address of Principal Executive Offices)(Zip Code)(918) 481-1119(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☐ At February 6, 2025, there were 132,012,766 common units issued and outstanding. Table of Contents TABLE OF CONTENTSPART I - FINANCIAL INFORMATION Item 1.Financial Statements3Unaudited Condensed Consolidated Balance Sheets at December 31, 2024 andMarch 31, 20243Unaudited Condensed Consolidated Statements of Operations for the threemonths and nine months ended December 31, 2024 and 20234Unaudited Condensed Consolidated Statements of Comprehensive Income forthe three months and nine months ended December 31, 2024 and 20235Unaudited Condensed Consolidated Statements of Changes in Equity for thethree months and nine months ended December 31, 2024 and 20236Unaudited Condensed Consolidated Statements of Cash Flows for the ninemonths ended December 31, 2024 and 20238Notes to Unaudited Condensed Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations37Item 3.Quantitative and Qualitative Disclosures About Market Risk64Item 4.Controls and Procedures66PART II - OTHER INFORMATIONItem 1.Legal Proceedings67Item 1A.Risk Factors67Item 2.Unregistered Sales of Equity Securities and Use of Proceeds67Item 3.Defaults Upon Senior Securities67Item 4.Mine Safety Disclosures67Item 5.Other Information67Item 6.Exhibits67 SIGNATURES Table of Contents Forward-Looking Statements This Quarterly Report on Form 10-Q (“Quarterly Report”) contains various forward-lookingstatements and information that are based on NGL Energy Partners LP’s (“we,” “us,” “our,” or the“Partnership”) beliefs and those of our general partner (“GP”), as well as assumptions made by andinformation currently available to us. These forward-looking statements are identified as any statementthat does not relate strictly to historical or current facts. Certain words in this Quarterly Report such as“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,”“will,” and similar expressions and statements regarding our plans and objectives for future operations,identify forward-looking statements. Although we and our GP believe such forward-looking statements arereasonable, neither we nor our GP can assure they will prove to be correct. Forward-looking statementsare subject to a variety of risks, uncertainties and assumptions. If one or more of these risks oruncertainties materialize, or if underlying assumptions prove incorrect, our actual results may varymaterially from those expected. Among the key risk factors that may affect our consolidated financialposition and results of operations are: •the prices of crude oil, natural gas liquids, gasoline, diesel, biodiesel, and energy pricesgenerally; •the general level of demand, and the availability of supply, for crude oil, natural gas liquids,gasoline, diesel, and biodiesel; •the level of crude oil and natural