SecProbe.io

February 4, 2020
Robert Karlovich
Chief Financial Officer
NGL Energy Partners LP
6120 South Yale Avenue, Suite 805
Tulsa, Oklahoma 74136
Re:NGL Energy Partners LP
Form 10-K for Fiscal Year Ended March 31, 2019
Filed May 30, 2019
Item 2.02 Form 8-K Filed November 8, 2019
File No. 001-35172
Dear Mr. Karlovich:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to our comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comment, we may have additional comments.
Item 2.02 Form 8-K Filed November 8, 2019
Exhibit 99.1, page 1
1.You discuss the non-GAAP measures adjusted EBITDA from continuing operations and
adjusted EBITDA for your segments in your second quarter fiscal 2020 highlights and
quarterly results of operations sections of your press release without a discussion of the
most directly comparable GAAP measures.  Please tell us how you considered the
guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division´s
Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRobert Karlovich
 Comapany NameNGL Energy Partners LP
 February 4, 2020 Page 2
 FirstName LastName
Robert Karlovich
NGL Energy Partners LP
February 4, 2020
Page 2

            You may contact Suying Li at (202) 551-3335 or Linda Cvrkel at (202) 551-3813 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services