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There are material limitations to using measures such as Adjusted EBITDA and Distributable Cash Flow, including the difficulty associated with using either as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss or cash flows. In addition, our calculations of Adjusted EBITDA and Distributable Cash Flow may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measures that are computed in accordance with GAAP, such as operating income, net income and cash flows from operating activities. 

Definition of Adjusted EBITDA 

We define Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at last-in, first-out (“LIFO”). These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period. 

Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. 

Adjusted EBITDA is used by management to determine our operating performance and, along with other financial and volumetric data, as internal measures for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation. 

Definition of Distributable Cash Flow 

We define Distributable Cash Flow as net income, adjusted for certain non-cash items, less distributions to preferred unitholders and maintenance capital expenditures. Non-cash items include depreciation, depletion and amortization, non-cash compensation expense, amortization included in interest expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and deferred income taxes. For unconsolidated affiliates, Distributable Cash Flow reflects the Partnership’s proportionate share of the investees’ distributable cash flow. 

Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash, and Distributable Cash Flow is calculated to evaluate our ability to fund distributions through cash generated by our operations. 

On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of Energy Transfer’s consolidated subsidiaries. However, to the extent that noncontrolling interests exist among our subsidiaries, the Distributable Cash Flow generated by our subsidiaries may not be available to be distributed to our partners. In order to reflect the cash flows available for distributions to our partners, we have reported Distributable Cash Flow attributable to partners, which is calculated by adjusting Distributable Cash Flow (consolidated), as follows: 

• For subsidiaries with publicly traded equity interests, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiary, and Distributable Cash Flow attributable to our partners includes distributions to be received by the parent company with respect to the periods presented.
• For consolidated joint ventures or similar entities, where the noncontrolling interest is not publicly traded, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiaries, but Distributable Cash Flow attributable to partners reflects only the amount of Distributable Cash Flow of such subsidiaries that is attributable to our ownership interest.

For Distributable Cash Flow attributable to partners, as adjusted, certain transaction-related adjustments and non-recurring expenses that are included in net income are excluded. 

Non-operating litigation-related loss recognized in the three and nine months ended September 30, 2023 represents the loss associated with a recent adverse ruling. This non-recurring, non-operating loss has been excluded from the Partnership’s calculation of Adjusted EBITDA. 

These amounts exclude Sunoco LP’s Adjusted EBITDA and distributable cash flow related to its investment in the Permian joint venture, which amounts are eliminated in the Energy Transfer consolidation. 

For the three and nine months ended September 30, 2024, the amount reflected for transaction-related income taxes reflects current income tax expense recognized by Sunoco LP in connection with its April 2024 sale of convenience stores in West Texas, New Mexico and Oklahoma. 

The following analysis of segment operating results includes a measure of segment margin. Segment margin is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment margin is similar to the GAAP measure of gross margin, except that segment margin excludes charges for depreciation, depletion and amortization. Among the GAAP measures reported by the Partnership, the most directly comparable measure to segment margin is Segment Adjusted EBITDA; a reconciliation of segment margin to Segment Adjusted EBITDA is included in the following tables for each segment where segment margin is presented. 

Transported volumes of gas on our Texas intrastate pipelines decreased primarily due to less third-party transportation and decreased gas production from the Haynesville area. Transported volumes reported above exclude volumes attributable to purchases and sales of gas for our pipelines’ own accounts and the optimization of any unused capacity. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our intrastate transportation and storage segment increased due to the net impact of the following: 

• an increase of $100 million in realized natural gas sales and other primarily due to higher pipeline optimization from physical sales; and
• a decrease of $10 million in operating expenses primarily due to a change related to fuel consumption that is offset in cost of products sold in 2024; partially offset by
• a decrease of $13 million in storage margin primarily due to the timing of financial gains;
• a decrease of $11 million in retained fuel margin primarily due to a change related to fuel consumption that is offset in operating expenses in 2024; and
• a decrease of $4 million in transportation fees primarily due to a contract expiration on our Louisiana system.

Transported volumes increased primarily due to more capacity sold and higher utilization on our Panhandle, Trunkline and Gulf Run systems due to increased demand. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our interstate transportation and storage segment decreased due to the net impact of the following: 

• an increase of $25 million in operating expenses primarily due to a $10 million one-time benefit recorded in the third quarter of 2023 which reduced operating expense, a $6 million increase in maintenance project costs, a $3 million increase from the revaluation of system gas and an aggregate increase of $5 million in employee costs and office expense;
• an increase of $4 million in selling, general and administrative expenses primarily due to higher professional fees and higher overhead costs; and
• a decrease of $4 million in Adjusted EBITDA related to unconsolidated affiliates primarily due to lower revenue on our Midcontinent Express Pipeline joint venture; partially offset by
• an increase of $3 million in segment margin primarily due to a $23 million increase resulting from a rate adjustment in 2023 related to the conclusion of a rate case on our Panhandle system, partially offset by an $11 million decrease due to lower interruptible utilization, a $7 million decrease in transportation revenue from several of our interstate pipeline systems due to lower contracted volumes at lower rates and a $5 million decrease due to lower market prices on the sale of operational gas.

Gathered volumes increased primarily due to recently acquired assets and higher volumes in the Permian region. NGL production increased primarily due to recently acquired assets and increased Permian plant utilization. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our midstream segment increased due to the net impact of the following: 

• an increase of $254 million in segment margin primarily due to recently acquired assets and higher volumes in the Permian region; and
• an increase of $70 million in other income due to the recognition of proceeds from a business interruption claim; partially offset by
• an increase of $117 million in operating expenses primarily due to a $108 million increase related to recent acquisitions and assets placed in service and a $9 million increase in employee costs;
• a decrease of $16 million in segment margin due to lower natural gas prices; and
• an increase of $7 million in selling, general and administrative expenses primarily due to higher insurance expenses.

NGL transportation volumes increased primarily due to higher volumes from the Permian region, on our Mariner East pipeline system and on our Gulf Coast export pipelines. 

The increase in transportation volumes and the commissioning of our eighth fractionator in August 2023 also led to higher fractionated volumes at our Mont Belvieu NGL Complex. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our NGL and refined products transportation and services segment decreased due to the net impact of the following: 

• a decrease of $70 million in marketing margin (excluding unrealized gains and losses on commodity risk management activities) primarily due to $100 million in gains recorded in the third quarter of 2023 from the optimization of hedged NGL and refined product inventories compared to $30 million in gains recorded for the third quarter of 2024. This decrease also included a $2 million decrease in intrasegment margin which is fully offset within our transportation margin;
• a decrease of $12 million in fractionators and refinery services margin resulting from a $27 million increase due to higher volumes and a $2 million increase from our refinery services business, offset by a $41 million decrease in rates, primarily from our midstream segment due to lower gas prices and the restructuring of certain affiliate fractionation agreements;
• an increase of $8 million in operating expenses primarily due to a $6 million increase in employee costs, a $4 million increase in ad valorem taxes, a $4 million increase in outside services expenses and increases totaling $6 million from various other operating expenses. These increases were partially offset by an $11 million decrease in gas and power utility costs; and
• an increase of $9 million in selling, general and administrative expenses primarily due to increased costs from recently acquired assets; partially offset by
• an increase of $25 million in terminal services margin primarily due to a $15 million increase from higher export volumes loaded at our Nederland Terminal, an $8 million increase from our Marcus Hook Terminal due to higher throughput and contractual rate escalations and a $3 million increase due to higher throughput and storage at our refined product terminals; and
• an increase of $8 million in transportation margin primarily due to higher throughput and contractual rate escalations of $19 million on our Mariner East pipeline system and intrasegment charges of $7 million and $2 million which were fully offset within our fractionators and marketing margins, respectively. These increases were partially offset by decreased revenue on our Texas y-grade pipeline system, despite higher volumes, primarily due to the restructuring of certain affiliate transportation agreements.

Crude oil transportation volumes were higher due to continued growth on our gathering systems and contributions from recently acquired assets. Crude terminal volumes were lower due to lower refinery-driven throughput at our Gulf Coast terminals, partially offset by higher export volumes. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our crude oil transportation and services segment increased due to the net impact of the following: 

• an increase of $121 million in segment margin (excluding unrealized gains and losses on commodity risk management activities) primarily due to a $150 million increase from recently acquired assets and contributions from the recently formed Permian joint venture with Sunoco LP; this increase was partially offset by a $21 million decrease from our crude oil acquisition and marketing business primarily due to lower refined product prices and an $11 million decrease from existing pipeline assets; partially offset by
• an increase of $48 million in operating expenses from recently acquired and contributed assets, as well as increases in ad valorem taxes, employee costs, outside services and various volume-driven expenses; and
• an increase of $10 million in selling, general and administrative expenses primarily due to an increase of $7 million from recently acquired assets and related corporate allocations, and higher employee expenses.

The Investment in Sunoco LP segment reflects the consolidated results of Sunoco LP. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our investment in Sunoco LP segment increased primarily due to the net impact of the following: 

• an increase in segment margin (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) of $237 million primarily related to the acquisitions of NuStar and Zenith European terminals; and
• a $45 million increase in Adjusted EBITDA related to unconsolidated affiliates due to the formation of the Permian joint venture; partially offset by
• a $58 million increase in operating expenses and a $24 million increase in selling, general and administrative expenses primarily related to the acquisitions of NuStar and Zenith European terminals.

The Investment in USAC segment reflects the consolidated results of USAC. 

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our investment in USAC segment increased due to the net impact of the following: 

• an increase of $20 million in segment margin primarily due to higher revenue-generating horsepower as a result of increased demand for compression services, higher market-based rates on newly deployed and redeployed compression units and higher average rates on existing customer contracts; partially offset by
• an increase of $4 million in operating expenses primarily due to an increase in employee costs associated with increased revenue-generating horsepower.

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our all other segment decreased due to the net impact of the following: 

• a decrease of $49 million related to intersegment eliminations primarily driven by the formation of the Permian joint venture, which is consolidated in our crude oil transportation and services segment and also reflected as an unconsolidated affiliate in our investment in Sunoco LP segment; partially offset by
• an increase of $11 million in our natural gas marketing business due to higher gains from gas trading and storage positions; and
• an increase of $7 million from our compressor packaging business.

Adjusted EBITDA of non-wholly owned subsidiaries reflects the total Adjusted EBITDA of our non-wholly owned subsidiaries on an aggregated basis. This is the amount included in our consolidated non-GAAP measure of Adjusted EBITDA. 

Our proportionate share of Adjusted EBITDA of non-wholly owned subsidiaries reflects the amount of Adjusted EBITDA of such subsidiaries (on an aggregated basis) that is attributable to our ownership interest. 

Distributable Cash Flow of non-wholly owned subsidiaries reflects the total Distributable Cash Flow of our non-wholly owned subsidiaries on an aggregated basis.

Our proportionate share of Distributable Cash Flow of non-wholly owned subsidiaries reflects the amount of Distributable Cash Flow of such subsidiaries (on an aggregated basis) that is attributable to our ownership interest. This is the amount included in our consolidated non-GAAP measure of Distributable Cash Flow attributable to the partners of Energy Transfer. 

Our ownership reflects the total economic interest held by us and our subsidiaries. In some cases, this percentage comprises ownership interests held in (or by) multiple entities.