NGL Energy Partners LPNGL
NGL Energy Partners LP Commitments Disclosure
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 related to the July 2014 acquisition of TransMontaigne Inc. Following a 2018 jury trial in Delaware state court, the jury awarded $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation. After post-trial motions and appellate proceedings, the Supreme Court of Delaware ultimately limited LCT’s recovery to quantum meruit damages only and ordered a new trial on that claim. The re-trial conducted in February 2023, resulted in a jury award of $36.0 million, subject to statutory interest and costs. The GP and the Partnership appealed, but on May 28, 2024, the Supreme Court of Delaware affirmed the verdict and remanded the case for recalculation of interest. On June 13, 2024 the Partnership paid LCT $63.3 million to satisfy the judgment, of which $27.2 million represented interest and $0.1 million represented costs.
The Partnership was named as a defendant in a class action lawsuit filed in the Northern District of Oklahoma (Underwood v. NGL Energy Partners LP, Case No. 4:21-cv-00135-CVE-SH), alleging that its Crude Oil Logistics segment violated Oklahoma’s Production Revenue Standards Act by failing to include statutory interest on proceeds payments to certain mineral owners and state unclaimed property divisions. A significant portion of the claimed interest related to suspended proceeds inherited from predecessors and remitted to state unclaimed property divisions in 2016. Without admitting liability or wrongdoing, the Partnership settled all claims for approximately $8.4 million, which received final court approval on June 15, 2023.
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, 2026, we have an environmental liability, measured on an undiscounted basis, of $, 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.
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, 2024 | $ | 56,574 | ||||||
| Liabilities incurred | 12,161 | |||||||
| Liabilities associated with disposed assets (1) | (274) | |||||||
| Liabilities settled | (1,940) | |||||||
| Liabilities held for sale (2) | (1,149) | |||||||
| Accretion expense | 4,200 | |||||||
| Asset retirement obligations at March 31, 2025 | 69,572 | |||||||
| Liabilities incurred | 10,222 | |||||||
| Liabilities associated with disposed assets (3) | (402) | |||||||
| Liabilities settled | (8,258) | |||||||
| Accretion expense | 5,174 | |||||||
| Asset retirement obligations at March 31, 2026 | $ | 76,308 | ||||||
(1) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment (see Note 17).
(2) Relates to asset retirement obligations classified as held for sale for the sale of a portion of our Liquids Logistics segment and certain assets within our Water Solutions segment (see Note 18).
(3) Relates to the sale of a certain saltwater disposal well within our Water Solutions segment.
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.
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, 2026, 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, | ||||||||||||||||||||||||||
| 2027 | $ | 52,616 | 519 | $ | 11,224 | 14,042 | ||||||||||||||||||||
| 2028 | — | — | 1,290 | 1,890 | ||||||||||||||||||||||
| Total | $ | 52,616 | 519 | $ | 12,514 | 15,932 | ||||||||||||||||||||
| Index-Price Commodity Purchase Commitments: | ||||||||||||||||||||||||||
| Year Ending March 31, | ||||||||||||||||||||||||||
| 2027 | $ | 1,009,011 | 10,968 | $ | 755,075 | 772,838 | ||||||||||||||||||||
| 2028 | 322,290 | 4,676 | 21,854 | 24,150 | ||||||||||||||||||||||
| 2029 | 118,887 | 1,810 | — | — | ||||||||||||||||||||||
| 2030 | 109,189 | 1,811 | — | — | ||||||||||||||||||||||
| 2031 | 33,527 | 548 | — | — | ||||||||||||||||||||||
| Thereafter | 119,595 | 2,010 | — | — | ||||||||||||||||||||||
| Total | $ | 1,712,499 | 21,823 | $ | 776,929 | 796,988 | ||||||||||||||||||||
(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.
At March 31, 2026, 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, | ||||||||||||||||||||||||||
| 2027 | $ | 52,616 | 519 | $ | 27,828 | 27,219 | ||||||||||||||||||||
| 2028 | — | — | 1,461 | 1,974 | ||||||||||||||||||||||
| 2029 | — | — | 19 | 19 | ||||||||||||||||||||||
| 2030 | — | — | 19 | 19 | ||||||||||||||||||||||
| Total | $ | 52,616 | 519 | $ | 29,327 | 29,231 | ||||||||||||||||||||
| Index-Price Commodity Sale Commitments: | ||||||||||||||||||||||||||
| Year Ending March 31, | ||||||||||||||||||||||||||
| 2027 | $ | 818,866 | 8,391 | $ | 540,675 | 462,173 | ||||||||||||||||||||
| 2028 | 87,274 | 1,266 | 1,328 | 1,620 | ||||||||||||||||||||||
| 2029 | 82,905 | 1,263 | — | — | ||||||||||||||||||||||
| 2030 | 75,863 | 1,263 | — | — | ||||||||||||||||||||||
| Total | $ | 1,064,908 | 12,183 | $ | 542,003 | 463,793 | ||||||||||||||||||||
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 contracts are classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 18). There were no such forward purchase and sale contracts that do not qualify for the normal purchase normal sale election as of March 31, 2026.
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, 2026 (in thousands):
| Year Ending March 31, | |||||
| 2027 | $ | 6,447 | |||
| 2028 | 4,827 | ||||
| 2029 | 2,691 | ||||
| 2030 | 1,665 | ||||
| 2031 | 1,409 | ||||
| Thereafter | 1,190 | ||||
| Total | $ | 18,229 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 28, 2026 | Showing above |
| 2025 | May 29, 2025 | |
| 2024 | Jun 6, 2024 | |
| 2023 | May 31, 2023 | |
| 2022 | Jun 6, 2022 | |
| 2021 | Jun 3, 2021 | |
| 2020 | Jun 1, 2020 | |
| 2019 | May 30, 2019 | |
| 2018 | May 30, 2018 | |
| 2017 | May 26, 2017 | |
| 2016 | May 31, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.