USAC on NYSE

USA Compression Partners, LP

American natural gas transmission company, incorporated in Texas1

In its 2026 annual report the company says: “USA Compression Partners, LP is a growth-oriented Delaware limited partnership. We are managed by our general partner, USA Compression GP, LLC, which is wholly owned by Energy Transfer. We have been providing compression services since 1998 and completed our initial public offering in January 2013.”3 It is headquartered in Dallas, Texas.1 Its shares trade on NYSE under the symbol USAC.1

Price unavailable

Last updated Oct 21, 2026.

Overview

Compare with Antero Midstream Corp, DT Midstream, Inc. or Kodiak Gas Services, Inc., or pick any stock.

  • TickerUSAC on NYSE1
  • IndustryNatural Gas Transmission1
  • HeadquartersDallas, Texas1
  • Incorporated inTX2
  • Business address8117 Preston Road, Suite 300, Dallas, Tx 752252
  • Filer categoryLarge accelerated filer2

USA Compression Partners, LP (the “Partnership”) is a growth-oriented Delaware limited partnership. We are managed by our general partner, USA Compression GP, LLC (the “General Partner”), which is wholly owned by Energy Transfer.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

30.7%Operating margin4
11.2%Net margin4
5.0%Revenue growth, 20254
$277.0MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Contract Operations Revenue brought in 97% of the revenue USA Compression Partners, LP broke down this way in fiscal 2025.

  1. Contract Operations Revenue$971.6M497%up 5% from 2024
  2. Retail Parts And Services$26.5M43%up 5% from 2024
Products and services by year
Products and services202320242025
Contract Operations Revenue$823.7M$925.2M$971.6M
Retail Parts And Services$22.5M$25.2M$26.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin7¢$66.3M
  • Other costs82¢$815.6M
  • Income tax0¢$4.9M
  • Profit11¢$111.3M

Out of $998.1M in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Capital spending30¢$117.3M
  • Kept or used elsewhere70¢$277.0M

Out of $394.3M of cash from operations.4

Financial statements

Revenue56784$998.1M in 2025+43% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $698.4M$698.4M20192020: $667.7M$667.7M2020−4%2021: $632.6M$632.6M2021−5%2022: $704.6M$704.6M2022+11%2023: $846.2M$846.2M2023+20%2024: $950.4M$950.4M2024+12%2025: $998.1M$998.1M2025+5%
Operating income56784$306.5M in 2025+82% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M$400.0M2019: $168.4M$168.4M20192020: -$464.9M-$464.9M20202021: $140.9M$140.9M20212022: $169.3M$169.3M2022+20%2023: $232.0M$232.0M2023+37%2024: $294.4M$294.4M2024+27%2025: $306.5M$306.5M2025+4%
Net income56784$111.3M in 2025+184% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: $39.1M$39.1M20192020: -$594.7M-$594.7M20202021: $10.3M$10.3M20212022: $30.3M$30.3M2022+195%2023: $68.3M$68.3M2023+125%2024: $99.6M$99.6M2024+46%2025: $111.3M$111.3M2025+12%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Total revenues$998.1M$950.4M$846.2M
Cost of operations, exclusive of depreciation and amortization$328.8M$312.7M$284.7M
Depreciation and amortization$284.8M$264.8M$246.1M
Selling, general, and administrative$66.3M$72.7M$72.7M
Loss (gain) on disposition of assets$3.8M$4.9M-$1.7M
Impairment of assets$7.8M$913.0K$12.3M
Total costs and expenses$691.6M$656.0M$614.2M
Operating income$306.5M$294.4M$232.0M
Interest expense, net-$187.4M-$193.5M-$169.9M
Loss on extinguishment of debt-$3.0M-$5.0M$0
Gain on derivative instrument$0$5.7M$7.4M
Other$97.0K$110.0K$127.0K
Total other expense-$190.3M-$192.6M-$162.3M
Income before income tax expense$116.2M$101.8M$69.6M
Income tax expense$4.9M$2.2M$1.4M
Net income$111.3M$99.6M$68.3M
Less: distributions on Preferred Units-$8.3M-$17.6M-$47.8M
Net income attributable to common unitholders interests$103.0M$82.0M$20.5M
Weighted-average common units outstanding basic (in units)120.8M shares113.4M shares98.6M shares
Weighted-average common units outstanding diluted (in units)121.3M shares114.5M shares100.7M shares
Basic net income (loss) per common unit (in dollars per unit)$1$1$0
Diluted net income (loss) per common unit (in dollars per unit)$1$1$0
Distributions declared per common unit for respective periods (in dollars per unit)$2$2$2

Compare USA Compression Partners, LP with another company

Corporate structure

USA Compression Partners, LP is part of a group headed by Energy Transfer Equity. 465 entities, 13 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of USA Compression Partners, LP

  • ALPS ADVISORS INC Filed SCHEDULE 13G/A on USA Compression Partners, LP, latest Oct 7, 2026 (10 filings since Feb 5, 2024)
  • Westerman Interests, Inc. Filed SCHEDULE 13D/A on USA Compression Partners, LP, latest Aug 13, 2026 (2 filings since Jan 14, 2026)
  • Invesco Filed SCHEDULE 13G/A on USA Compression Partners, LP, latest May 6, 2026 (5 filings since Feb 11, 2022)
  • EIG VETERAN EQUITY AGGREGATOR, L.P. Filed SCHEDULE 13D/A on USA Compression Partners, LP, latest Jun 12, 2025 (10 filings since Feb 1, 2022)
  • Energy Transfer Equity Dallas
    • USA Compression Partners, LP Dallas, Texas
    • 2564047 Alberta Ltd. Subsidiary · Canada
    • 2621469 Alberta Ltd. Subsidiary · Canada
    • 2624858 Alberta Ltd. Subsidiary · Canada
    • 2661123 Alberta Ltd. Subsidiary · Canada
    • 2709716 Alberta ULC Subsidiary · Canada
    • 2771144 Alberta ULC Subsidiary · Canada
    • 5555 San Felipe LLC Subsidiary · Texas, United States
    • Aloha Petroleum LLC Subsidiary · Delaware, United States
    • Arguelles Pipeline, S. De R.L. De C.V. Subsidiary · Mexico
    • Atoka Midstream LLC Subsidiary · Delaware, United States
    • Bakken Holdings Company LLC Subsidiary · Delaware, United States
    • Bakken Pipeline Investments LLC Subsidiary · Delaware, United States
    • Bayou Bridge Pipeline, LLC Subsidiary · Delaware, United States
    • Bayview Refining Company, LLC Subsidiary · Delaware, United States
    • Belize Power Partners Ltd. Subsidiary · Belize
    • Blue Marlin Offshore Port LLC Subsidiary · Delaware, United States
    • BNTCL Holdings Ltd. Subsidiary · Barbados
    • BRIM GP Ltd. Subsidiary · Canada
    • BRIM LP Subsidiary · Canada
    • Buckeye Products Pipe Line, L.P. Subsidiary · Delaware, United States
    • Buffalo Gulf Coast Terminals LLC Subsidiary · Delaware, United States
    • Buffalo Parent Gulf Coast Terminals LLC Subsidiary · Delaware, United States
    • Cal’s Convenience, Inc. Subsidiary · Texas, United States
    • Chalkley Gathering Company, LLC Subsidiary · Texas, United States
    • and 439 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What USA Compression Partners, LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$889.0K4 Dec 31, 2025$1.3M4 Dec 31, 2024−30.9%
Operating-lease assets (leased space)$13.7M4 Dec 31, 2025$14.3M4 Dec 31, 2024−4.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.6M4 Dec 31, 2025$14.0K4 Dec 31, 2024+61071.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$550.7M4 Dec 31, 2025$550.7M4 Dec 31, 20240%
Accumulated amortization$363.8M4 Dec 31, 2025$334.4M4 Dec 31, 2024+8.8%
Finite-lived intangibles, net$186.9M4 Dec 31, 2025$216.3M4 Dec 31, 2024−13.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$134.5M4 Dec 31, 2025$133.9M4 Dec 31, 2024+0.4%
Raw materials$63.4M4 Dec 31, 2025$66.6M4 Dec 31, 2024−4.8%
Supplies$71.1M4 Dec 31, 2025$67.3M4 Dec 31, 2024+5.6%

Properties, in its own words

As of December 31, 2025, we did not own or lease any material facilities or properties for storage or maintenance of our compression units. Our headquarters consists of leased office space located at 8115 Preston Road, Suite 700, Dallas, Texas 75225. As a result of the J-W Power Acquisition, we acquired two manufacturing facilities for the fabrication of compression units located in Longview, Texas and Kilgore, Texas.

Item 2 of the 10-K filed Feb 17, 2026.3

Leadership

Who has led USA Compression Partners, LP, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (38)

Timeline

  1. Oct 5, 20268-K Unregistered sale of shares; Bylaws or fiscal year changed50
  2. Sep 24, 20268-K Entered a material agreement; New debt or obligation51
  3. Sep 11, 20268-K Other events52
  4. Sep 10, 20268-K Listing notice or transfer; Regulation FD disclosure53
  5. Aug 5, 20268-K Regulation FD disclosure54
  6. Aug 4, 20268-K Results of operations55
  7. Jul 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events56
  8. Jun 22, 20268-K Regulation FD disclosure57
  9. May 27, 20268-K Regulation FD disclosure58
  10. May 15, 20268-K Regulation FD disclosure59
  11. May 5, 20268-K Results of operations60
  12. Apr 30, 20268-K Executive or director change61

Calendar

Coming up

  1. Around Nov 3, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results55
  2. May 5, 2026Reported quarterly or annual results60
  3. Feb 17, 2026Reported quarterly or annual results62
  4. Nov 5, 2025Reported quarterly or annual results63
  5. Aug 6, 2025Reported quarterly or annual results64
  6. May 6, 2025Reported quarterly or annual results65
  7. Feb 11, 2025Reported quarterly or annual results66
  8. Nov 5, 2024Reported quarterly or annual results67

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

269 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 64 major events, 128 insider forms, 27 large holders, 30 other. The latest 20:

  1. Oct 7, 2026SCHEDULE 13G/A EDGAR
  2. Oct 5, 20268-K EDGAR
  3. Sep 30, 2026CERT USAC 8A CERTIFICATION EDGAR
  4. Sep 28, 202625 EDGAR
  5. Sep 28, 20268-A12B EDGAR
  6. Sep 24, 2026SD EDGAR
  7. Sep 24, 20268-K EDGAR
  8. Sep 11, 20268-K EDGAR
  9. Sep 10, 20268-K EDGAR
  10. Sep 10, 2026SCHEDULE 13G/A EDGAR
  11. Aug 24, 20264 EDGAR
  12. Aug 13, 2026SCHEDULE 13D/A EDGAR
  13. Aug 6, 202610-Q EDGAR
  14. Aug 5, 20268-K EDGAR
  15. Aug 4, 20268-K EDGAR
  16. Jul 20, 2026EFFECT EDGAR
  17. Jul 15, 2026POS AM EDGAR
  18. Jul 15, 2026S-8 POS EDGAR
  19. Jul 15, 2026S-3DPOS EDGAR
  20. Jul 6, 20268-K12B EDGAR

The 269 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

77 open-market trades by officers, directors and large owners since October 2021: 6 buys and 71 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 21, 2026Whitehurst Bradford D.DirectorBuy6,000$26.10$156.6KForm 4
Aug 20, 2026Whitehurst Bradford D.DirectorBuy4,000$26.40$105.6KForm 4
Feb 20, 2026Porter Christopher WSee RemarksSale40,000$26.64$1.1MForm 4
Feb 19, 2026Whitehurst Bradford D.DirectorBuy10,000$26.75$267.5KForm 4
May 8, 2025Whitehurst Bradford D.DirectorBuy10,000$23.50$235.0KForm 4
Aug 26, 2024LONG ERIC DSee RemarksSale1,786$22.81$40.7KForm 4
Aug 23, 2024LONG ERIC DSee RemarksSale21,396$22.27$476.5KForm 4
Jun 14, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale2,776,383$23.00$63.9MForm 4
Jun 11, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale252$24.03$6.1KForm 4
Jun 10, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale11,175$24.04$268.6KForm 4
Jun 6, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale2,861$24.00$68.7KForm 4
Jun 5, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale1,602$24.00$38.4KForm 4
Jun 3, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale3,470$24.13$83.7KForm 4
May 31, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale6,591$24.28$160.0KForm 4
May 30, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale3,851$24.12$92.9KForm 4
May 29, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale3,071$24.01$73.7KForm 4
May 28, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale8,184$24.01$196.5KForm 4
May 24, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale13,879$24.01$333.2KForm 4
May 23, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale29,713$24.16$717.9KForm 4
May 22, 2024EIG VETERAN EQUITY AGGREGATOR, L.P.Sale65,432$24.47$1.6MForm 4

All 77 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alps Advisors Inc18,253,585$481.7M2.3%−818,828
Invesco Ltd.12,214,825$322.3M0.0%+37,923
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.6,194,105$163.5M0.2%+385,222
Goldman Sachs Group Inc3,951,102$104.3M0.0%+312,388
Morgan Stanley2,835,850$74.8M0.0%+30,841
Jpmorgan Chase & Co2,608,820$67.9M0.0%−929,332
Blackstone Inc.665,734$17.6M0.1%−30,975
Raymond James Financial Inc591,630$15.6M0.0%−8,059
UBS Group AG478,790$12.6M0.0%+5,713
Natixis405,800$10.7M0.1%No change
Citadel Advisors LLC348,839$9.2M0.0%+226,501
Infrastructure Capital Advisors, LLC345,361$9.1M0.7%+30,704
Ing Groep Nv338,600$8.9M0.0%+26,000
Kayne Anderson Capital Advisors LP250,946$6.6M0.1%No change
Objectivity Squared, LLC239,710$6.3M3.6%+4,604
Rockefeller Capital Management L.P.233,752$6.2M0.0%−111
Corient Private Wealth LP226,316$6.0M0.0%+14,931
Brookfield Corp /ON/203,500$5.4M0.0%New
CIBC Bancorp USA Inc.203,454$5.4M0.0%New
Bard Associates Inc183,250$4.8M1.1%−598
Royal Bank Of Canada175,141$4.6M0.0%−983
LPL Financial LLC145,258$3.8M0.0%+74,997
First Trust Advisors LP127,677$3.4M0.0%+5,291
Jane Street Group, LLC127,055$3.4M0.0%New
PNC Financial Services Group, Inc.115,530$3.0M0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 18, 2022Mark GreenRepublican, HouseSale$500,001 - $1,000,000+52.3%Report
Apr 14, 2022Mark GreenRepublican, HouseSale$100,001 - $250,000+49.6%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How USA Compression Partners, LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUSA Compression Partners, LP1
  • CIK0001522727
  • Employer ID (EIN)75-27715463
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)4922 Natural Gas Transmission1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address8117 Preston Road, Suite 300, Dallas, TX 752251
  • Phone214-545-04401
  • Shares outstanding144,943,345 as of Jul 31, 202611
  • Public float$1.9B as of Jun 30, 20253
  • AuditorGRANT THORNTON LLP, Houston, Texas PCAOB ID 248; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceJun 9, 20111
  • Filings761 in all: 4 (287), 8-K (138), 3 (48), 10-Q (41), SC 13D/A (30), CORRESP (26), UPLOAD (21), SC 13G/A (20)1
    All 45 form types

    S-1/A (18), EFFECT (15), 10-K (14), 144 (13), SCHEDULE 13G/A (9), SC 13G (7), 424B1 (6), POS AM (6), 424B3 (4), 424B5 (4), 8-K/A (4), S-3 (4), SC 13D (4), 4/A (3), 424B2 (3), S-1 (3), S-3D (3), SD (3), 144/A (2), 8-A12B (2), DEL AM (2), S-3/A (2), S-3DPOS (2), S-4 (2), S-8 (2), SCHEDULE 13D/A (2), 25 (1), 3/A (1), 424B4 (1), 5 (1), 8-K12B (1), CERT (1), CERTNYS (1), CT ORDER (1), S-1MEF (1), S-8 POS (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 17, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Units Representing Limited Partner InterestsUSACNew York Stock Exchange

From the cover page of the 10-K filed Feb 17, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks USA Compression Partners, LP names in Item 1A of its 10-K filed Feb 17, 2026: 64 risks under these headings, as written.3

  • Risks Related to Our Business
  • Risks Related to Governmental Legislation and Regulation
  • Risks Inherent in an Investment in Us
  • Tax Risks to Common Unitholders
  • We may not generate sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to the General Partner, to enable us to make cash distributions on our common units at the current level.
  • A reduction in the demand for, or production of, natural gas or crude oil could adversely affect the demand for our services or the prices we charge for our services, which could result in a decrease in our revenues and cash available for distribution to unitholders.
  • We have several key customers. The loss of any of these customers would result in a decrease in our revenues and cash available for distribution.
  • We face significant competition that may cause us to lose market share and reduce our cash available for distribution.
  • Our 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, which could result in a decrease in our revenues and cash available for distribution to unitholders.
  • A significant portion of our services are provided to customers on a month-to-month basis, and we cannot be sure that such customers will continue to utilize our services. A discontinuation of our services by a significant number of these customers could have a material adverse effect on our business, results of operations, financial condition, and cash available for distribution.
  • Our debt level, including any increases in interest rates, may limit our flexibility in obtaining additional financing, pursuing other business opportunities, and paying distributions.
  • We depend on a limited number of suppliers and are vulnerable to product shortages and price increases, which could have a negative impact on our results of operations.
The other 56 risks
  • We may be unable to grow our cash flows if we are unable to expand our business, which could limit our ability to maintain or increase the level of distributions to our common unitholders.
  • Our ability to fund purchases of additional compression units and expansion capital expenditures in the future is dependent on our ability to access external capital, and if we are unable to access this external capital, we may be limited in our ability to grow our operations or maintain or increase our distributions.
  • The terms of the Credit Agreement and the Indentures restrict our current and future operations, particularly our ability to respond to changes or to take certain actions, may limit our ability to pay distributions and may limit our ability to capitalize on acquisitions and other business opportunities.
  • Integration of assets acquired in past acquisitions or future acquisitions with our existing business can be complex, time-consuming, and costly, particularly in the case of material acquisitions such as the J-W Power Acquisition, which increased our size and expanded the geographic areas in which we operate. A failure to successfully integrate acquired assets with our existing business in a timely manner may have a material adverse effect on our business, financial condition, results of operations, or cash available for distribution to our unitholders.
  • The J-W Power Acquisition could expose us to additional unknown and contingent liabilities.
  • We may be unable to grow successfully through acquisitions, which may negatively impact our operations and limit our ability to maintain or increase the level of distributions on our common units.
  • We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, suppliers, or vendors could reduce our revenues, increase our expenses, and otherwise have a negative impact on our ability to conduct our business, operating results, cash flows, and ability to make distributions to our unitholders.
  • A prolonged or severe sudden downturn in the economic environment could cause an impairment of identifiable intangible assets and reduce our earnings.
  • Impairment to the carrying value of long-lived assets could reduce our earnings.
  • Changes in U.S. trade policy and the impact of tariffs, including any resulting market volatility or trade tensions, may have a material adverse effect on our business and results of operations.
  • Our ability to manage and grow our business effectively may be adversely affected if we lose key management or operational personnel.
  • Implementing the shared services model with Energy Transfer has been and will continue to be a complex and time-consuming process. Disruptions to our systems or operations caused by the implementation may have a material adverse impact on us.
  • We may be subject to product liability claims if people or property are harmed by the compression units we package.
  • From time to time, we are subject to various claims, tax audits, litigation, and other proceedings that could ultimately be resolved against us and require material future cash payments or charges, which could impair our financial condition or results of operations.
  • We and our customers are subject to substantial environmental regulation, and changes in these regulations could increase our and their costs or liabilities and result in decreased demand for our services.
  • New regulations, proposed regulations, and proposed modifications to existing regulations under the Clean Air Act, if implemented, could result in increased compliance costs.
  • Climate change legislation, regulatory initiatives, and litigation could result in increased compliance costs and restrictions on our customers’ operations, which could materially adversely affect our cash flows and results of operations.
  • Climate change may increase the frequency and severity of weather events that could result in severe personal injury, property damage, and environmental damage, which could curtail our or our customers’ operations and otherwise materially adversely affect our cash flows.
  • A climate-related decrease in demand for crude oil and natural gas could negatively affect our business.
  • Focus on ESG matters and conservation measures may adversely impact our business.
  • Increased regulation of hydraulic fracturing could result in reductions of, or delays in, natural gas production by our customers, which could adversely impact our revenue.
  • Holders of our common units have limited voting rights and are not entitled to elect the General Partner or its directors.
  • Energy Transfer owns and controls the General Partner, and the General Partner has sole responsibility for conducting our business and managing our operations. The General Partner and its affiliates, including Energy Transfer, have conflicts of interest with us and limited fiduciary duties, and they may favor their own interests to the detriment of us and our unitholders.
  • The General Partner’s liability for our obligations is limited.
  • The Partnership Agreement limits the General Partner’s fiduciary duties to our unitholders.
  • The Partnership Agreement restricts the remedies available to our unitholders for actions taken by the General Partner that otherwise might constitute breaches of fiduciary duty.
  • The Partnership Agreement restricts the voting rights of unitholders owning 20% or more of our common units.
  • The general partner interest or the control of the General Partner may be transferred to a third-party without unitholder consent.
  • An increase in interest rates may cause the market price of our common units to decline.
  • We may issue additional limited partner interests without the approval of unitholders, which would dilute unitholders’ existing ownership interests and may increase the risk that we will not have sufficient available cash to maintain or increase our per-common-unit distribution level.
  • Energy Transfer and Westerman, Ltd. may sell our common units in the public or private markets, and such sales could have an adverse impact on the trading price of our common units.
  • The General Partner has a call right that may require holders of our common units to sell their common units at an undesirable time or price.
  • Unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business.
  • Unitholders may have liability to repay distributions that were wrongfully distributed to them.
  • Our Partnership Agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders, which would limit our unitholders’ ability to choose the judicial forum for disputes with us or our general partner’s directors, officers, or other employees.
  • The NYSE does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements.
  • Our tax treatment depends on our status as a partnership for federal income tax purposes. If the IRS were to treat us as a corporation for federal income tax purposes or if we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution would be substantially reduced.
  • The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial, or administrative changes or differing interpretations, possibly applied on a retroactive basis.
  • Our unitholders’ share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax due from them with respect to that income.
  • If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution.
  • If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
  • Tax gain or loss on the disposition of our common units could be more or less than expected.
  • Unitholders will be subject to limitation on their ability to deduct interest expense incurred by us.
  • Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them.
  • Non-U.S. unitholders will be subject to U.S. taxes and withholding with respect to their income and gain from owning our units.
  • We treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
  • We generally prorate our items of income, gain, loss, and deduction for federal income tax purposes between transferors and transferees of our units each month based on the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss, and deduction among our unitholders.
  • A unitholder whose common units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of common units) may be considered as having disposed of those common units. If so, such unitholder would no longer
  • be treated for federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss on the disposition.
  • We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss, and deduction. The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.
  • As a result of investing in our common units, you likely will become subject to state and local taxes and income tax return filing requirements in jurisdictions where we operate or own or acquire properties.
  • We may have subsidiaries that will be treated as corporations for federal income tax purposes and subject to corporate-level income taxes.
  • General Risk Factors
  • If we fail to develop or maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud, which likely would have a negative impact on the market price of our common units.
  • We do not insure against all potential losses and could be seriously harmed by unexpected liabilities.
  • Cybersecurity breaches and other disruptions of our information systems, or those of our service providers, could compromise our information and operations and expose us to liability, which would cause our business and reputation to suffer.
  • Terrorist attacks, the threat of terrorist attacks, or other sustained military campaigns may adversely impact our results of operations.

Legal proceedings

From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

See Note 17 to our consolidated financial statements in Part II, Item 8 “Financial Statements and Supplementary Data” of this report for more information on certain of these proceedings.

The opening of Item 3, Legal Proceedings.3

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
    SEC EDGAROther events
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69
  70. 70
  71. 71