01—Abstract
Summary
Summary of the 10-K/A filed March 13, 2025. Cited figures are marked; the original filing is the authoritative source.
This filing is Amendment No. 1 to Energy Transfer LP's 2024 Form 10-K.
It does not contain financial statements. It supplements the original report with Item 12 (equity compensation plan information and beneficial ownership) and an updated exhibit index. Investors should therefore treat it as a governance and ownership disclosure rather than a source of operating or earnings data.
The most notable disclosure concerns control. Chairman Kelcy L. Warren beneficially owns 302,295,818 common units (8.8%a of the class) and all 849,249,512 Energy Transfer Class A Units, which are 100% of that class.
Through his combined common unit and Class A Unit holdings, he holds a 25%b voting interest in the Partnership. The Class A Units carry voting rights but no distribution or economic entitlements, and they include an anti-dilution provision that keeps Warren's voting percentage at approximately 20% from those units as the Partnership issues new voting units. This provision ends when Warren ceases to serve as an officer or director of the General Partner.
All directors and executive officers as a group beneficially own 10.0%c of the common units, and no other holder above 5% is disclosed. On equity compensation, 36,119,806 units are issuable upon settlement of outstanding awards, with no exercise price, and 38,573,100 units remain available for future grants.
All of these arrangements are plans not approved by unitholders. Given the size of the outstanding common unit base (3,431,214,964 as of February 7, 2025), the award pool represents roughly 1%d of units outstanding on a potential-dilution basis, though the filing itself does not state that percentage.
02—Key points
Key Highlights
- Kelcy L. Warren holds a 25% combined voting interest in Energy Transfer LP through 302.3 million common units (8.8% of class) and 849.2 million Class A Units (100% of class).
- Energy Transfer Class A Units carry voting rights but no distributions or economic entitlement, and they cannot be converted into common units.
- A contractual anti-dilution provision maintains Warren's Class A-based voting percentage at about 20% as new voting units are issued, and this provision lapses if he leaves his officer or director role at the General Partner.
- All directors and executive officers as a group beneficially own 343.8 million common units, or 10.0% of the class as of February 7, 2025.
- 36,119,806 units are issuable under equity compensation plans not approved by unitholders, and 38,573,100 units remain available for future grants as of December 31, 2024.
- Common units outstanding totaled 3,431,214,964 as of February 7, 2025, the base used for all ownership percentages.
- This amendment contains only Items 12 and 15 and does not include financial statements, so it provides no revenue, earnings, or cash flow data.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2024, Energy Transfer LP kept $0.06.
- Revenue$82.67B100.0%
- Cost of revenue−$61.98B75.0%
- Gross profit$20.70B25.0%
- Operating costs−$11.56B14.0%
- Operating income$9.14B11.1%
- Interest, other & tax−$4.32B5.2%
- Net income$4.81B5.8%
Where FY2024 revenue went
$82.67B- Cost of revenue: $61.98B, 75% of revenue
- Other operating costs: $10.38B, 13% of revenue
- Net income: $4.81B, 5.8% of revenue
- SG&A: $1.18B, 1.4% of revenue
- Interest, other & tax: $4.32B, 5.2% of revenue
Kept 5.8% as net income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2024filed March 13, 2025Financial Statements
FY2024 against FY2023
| Line item | FY2024FY2023 | Change |
|---|---|---|
| Revenue | $82.67B$78.59B | +5.2% |
| Cost of Revenue | $61.98B$60.54B | +2.4% |
| Gross Profit | $20.70B$18.05B | +14.7% |
| SG&A Expenses | $1.18B$985.00M | +19.5% |
| Operating Expenses | $73.53B$70.29B | +4.6% |
| Operating Income | $9.14B$8.29B | +10.2% |
| Interest Expense | $3.13B$2.58B | +21.2% |
| Net Income | $4.81B$3.94B | +22.3% |
05—Questions
Frequently Asked Questions
Who controls Energy Transfer LP's voting power?
Kelcy L. Warren holds a 25% combined voting interest. This comes from 302.3 million common units and 849.2 million Class A Units, which are 100% of the Class A Units. Because the Class A Units are voting securities, Warren's influence exceeds his 8.8% economic stake in common units.
What are Energy Transfer Class A Units, and do they dilute common unitholders economically?
Class A Units vote alongside common units but receive no distributions and have no economic attributes. They are not convertible into common units. Their main effect is on voting power, not on cash flow per unit. The anti-dilution provision means that if the Partnership issues more voting units, it must issue Class A Units to the General Partner, which can increase the voting weight of the controlling holder.
How much equity compensation is outstanding, and is it subject to shareholder approval?
As of December 31, 2024, 36,119,806 units were issuable upon vesting or settlement of outstanding awards, with no exercise price. Another 38,573,100 units were available for future grants. All of these plans are not approved by unitholders, which is a governance point investors may want to weigh.
Does this amendment include financial results?
No. Amendment No. 1 includes only Item 12 (ownership and equity plans) and Item 15 (exhibits). The financial statements were filed in the original 10-K, so investors need that document for revenue, earnings, leverage, and cash flow analysis.
06—Continue