gel-20231231
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12295
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (713) 860-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Units GEL NYSE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Act). Yes ☐ No x
The aggregate market value of the Class A common units held by non-affiliates of the Registrant on June 30, 2023 (the last business day of Registrant’s most recently completed second fiscal quarter) was approximately $995.3 million based on $9.55 per unit, the closing price of the common units as reported on the NYSE. For purposes of this computation, all executive officers and directors are deemed to be affiliates. Such a determination should not be deemed an admission that such executive officers and directors are affiliates. On February 22, 2024, the Registrant had 122,424,321 Class A Common Units and 39,997 Class B Common Units outstanding.
Table of Contents
GENESIS ENERGY, L.P.
2023 FORM 10-K ANNUAL REPORT
Table of Contents
Page
Part I
Item 1 Business 6
Item 1A. Risk Factors 31
Item 1B. Unresolved Staff Comments 50
Item 1C. Cybersecurity 50
Item 2. Properties 52
Item 3. Legal Proceedings 65
Item 4. Mine Safety Disclosures 65
Part II
Item 6. Selected Financial Data 67
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 93
Item 8. Financial Statements and Supplementary Data 95
Item 9A. Controls and Procedures 95
Item 9B. Other Information 96
Part III
Item 10. Directors, Executive Officers and Corporate Governance 96
Item 11. Executive Compensation 102
Item 14. Principal Accountant Fees and Services 113
Part IV
Item 15. Exhibits and Financial Statement Schedules 114
2
Table of Contents
Definitions
Unless the context otherwise requires, references in this annual report to “Genesis Energy, L.P.,” “Genesis,” “we,” “our,” “us,” “the Company” or like terms refer to Genesis Energy, L.P. and its operating subsidiaries. As generally used within the energy industry and in this annual report, the identified terms have the following meanings:
Bbl or Barrel: One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
Bbls/day: Barrels per day.
Bcf: Billion cubic feet of gas.
CO2: Carbon dioxide.
DST: Dry short tons (2,000 pounds), a unit of weight measurement.
FERC: Federal Energy Regulatory Commission.
Gal: Gallon.
MBbls: Thousand Bbls.
MBbls/day: Thousand Bbls per day.
Mcf: Thousand cubic feet of gas.
MMBtu: One million British thermal units, an energy measurement.
MMcf: Thousand Mcf.
MMcf/day: Thousand Mcf per day.
NaHS: (commonly pronounced as “nash”) Sodium hydrosulfide.
NaOH or Caustic Soda: Sodium hydroxide.
Natural gas liquid(s) or NGL(s): The combination of ethane, propane, normal butane, isobutane and natural gasolines that, when removed from natural gas, become liquid under various levels of higher pressure and lower temperature.
Sour gas: Natural gas containing more than four parts per million of hydrogen sulfide.
Wellhead: The point at which the hydrocarbons and water exit the ground.
FORWARD-LOOKING INFORMATION
The statements in this Annual Report on Form 10-K that are not historical information may be “forward looking statements” as defined under federal law. All statements, other than historical facts, included in this document that address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as plans for growth of the business, future capital expenditures, competitive strengths, goals, references to future goals or intentions, estimated or projected future financial performance, and other such references are forward-looking statements, and historical performance is not necessarily indicative of future performance. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “could,” “plan,” “position,” “projection,” “strategy,” “should” or “will,” or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, expressed or implied, concerning future actions, conditions or events or future operating results or the ability to generate sales, income or cash flow are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability or the ability of our affiliates to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include, among others:
•demand for, the supply of, our assumptions about, changes in forecast data for, and price trends related to crude oil, liquid petroleum, natural gas, NaHS, soda ash, and caustic soda, all of which may be affected by economic activity,
3
Table of Contents
capital expenditures by energy producers, weather, alternative energy sources, international events (including the war in Ukraine and conflict in Israel), global pandemics, inflation, the actions of OPEC (as defined below) and other oil exporting nations, conservation and technological advances;
•our ability to successfully execute our business and financial strategies;
•our ability to continue to realize cost savings from our cost saving measures;
•throughput levels and rates;
•changes in, or challenges to, our tariff rates;
•our ability to successfully identify and close strategic acquisitions on acceptable terms (including obtaining third-party consents and waivers of preferential rights), develop or construct infrastructure assets, make cost saving changes in operations and integrate acquired assets or businesses into our existing operations;
•service interruptions in our pipeline transportation systems, processing operations or mining facilities, including due to adverse weather events;
•shutdowns or cutbacks at refineries, petrochemical plants, utilities, individual plants or other businesses for which we transport crude oil, petroleum, natural gas or other products or to whom we sell soda ash, petroleum or other products;
•risks inherent in marine transportation and vessel operation, including accidents and discharge of pollutants;
•changes in laws and regulations to which we are subject, including tax withholding issues, regulations regarding qualifying income, accounting pronouncements, and safety, environmental and employment laws and regulations;
•the effects of production declines resulting from a suspension of drilling in the Gulf of Mexico or otherwise;
•the effects of future laws and regulations;
•planned capital expenditures and availability of capital resources to fund capital expenditures, and our ability to access the credit and capital markets to obtain financing on terms we deem acceptable;
•our inability to borrow or otherwise access funds needed for operations, expansions or capital expenditures as a result of our credit agreement and the indentures governing our notes, which contain various affirmative and negative covenants;
•loss of key personnel;
•cash from operations that we generate could decrease or fail to meet expectations, either of which could reduce our ability to pay quarterly cash distributions (common and preferred) at the current level or to increase quarterly cash distributions in the future;
•an increase in the competition that our operations encounter;
•cost and availability of insurance;
•hazards and operating risks that may not be covered fully by insurance;
•our financial and commodity hedging arrangements, which may reduce our earnings, profitability and cash flow;
•changes in global economic conditions, including capital and credit markets conditions, inflation and interest rates, including the result of any economic recession or depression that has occurred or may occur in the future;
•the impact of natural disasters, international military conflicts (such as the conflict in Ukraine and the conflict in Israel), global pandemics, epidemics, accidents or terrorism, and actions taken by governmental authorities and other third parties in response thereto, on our business financial condition and results of operations;
•reduction in demand for our services resulting in impairments of our assets;
•changes in the financial condition of customers or counterparties;
•adverse rulings, judgments, or settlements in litigation or other legal or tax matters;
•the treatment of us as a corporation for federal income tax purposes or if we become subject to entity-level taxation for state tax purposes;
•the potential that our internal controls may not be adequate, weaknesses may be discovered or remediation of any identified weaknesses may not be successful and the impact these could have on our unit price; and
•a cyberattack involving our information systems and related infrastructure, or that of our business associates.
4
Table of Contents
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risk factors described under “Risk Factors” discussed in Item 1A. These risks may also be specifically described in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Form 8-K/A and other documents that we may file from time to time with the SEC. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.
5
Table of Contents
PART I
Item 1. Business
General
We are a growth-oriented master limited partnership (“MLP”) formed in Delaware in 1996. Our common units are traded on the New York Stock Exchange, or NYSE, under the ticker symbol “GEL.” We are (i) a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of Mexico and the Gulf Coast region of the crude oil and natural gas industry and (ii) one of the leading producers in the world of natural soda ash. We provide an integrated suite of services to refiners, crude oil and natural gas producers, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, barges and other vessels, and trucks. The other core focus of our business is our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (our “Alkali Business”). Our Alkali Business mines and processes trona from which it produces natural soda ash, also known as sodium carbonate (Na2CO3), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products, and has been operating for approximately 75 years.
We currently manage our businesses through four divisions that constitute our reportable segments: offshore pipeline transportation, soda and sulfur services, marine transportation and onshore facilities and transportation. For additional information, please review the section entitled “Financial Measures.” Our operations include, among others, the following diversified businesses, each of which is one of the leaders in its market, has a long commercial life and has significant barriers to entry:
•one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of Mexico, an area that produced approximately 15% of the oil produced in the U.S. during 2023;
•one of the leading producers (based on tons produced) of natural soda ash in the world;
•one of the largest producers and marketers (based on tons produced) of sodium hydrosulfide (or NaHS, pronounced “nash”) in North and South America; and
•one of the leading providers of crude oil and petroleum transportation, storage, and other handling services for two of the largest refinery complexes in the U.S., one located in Baton Rouge, Louisiana and one in Baytown, Texas, both of which have been operational for over 100 years.
We conduct our operations and own our operating assets through our subsidiaries and joint ventures. Our general partner, Genesis Energy, LLC, a wholly-owned subsidiary that owns a non-economic general partner interest in us, has sole responsibility for conducting our business and managing our operations. Our outstanding common units (including our Class B common units), and our outstanding Class A convertible preferred units (our “Class A Convertible Preferred Units”), representing limited partner interests, constitute all of the economic equity interests in us.
Offshore Pipeline Transportation Segment
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of Mexico through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties in the Gulf of Mexico, primarily offshore Texas, Louisiana and Mississippi. This segment provides services to one of the most active drilling and development regions in the U.S. (the Gulf of Mexico) a producing region representing approximately 15% of the crude oil production in the U.S. during 2023. Because the related pipelines and other infrastructure needed to develop the large-reservoir properties are capital intensive, we believe they are generally much less sensitive to short-term commodity price volatility, particularly once a project has been sanctioned.
We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure. Our interests in offshore crude oil pipeline systems (a number of which pipeline systems are substantial and/or strategically located) include approximately 1,396 miles of pipe with an aggregate design capacity of approximately 1,944 MBbls/day. For example, we own a 64% interest in the Poseidon oil pipeline system (“Poseidon pipeline”), and a 64% interest in the Cameron Highway oil pipeline system (“CHOPS pipeline”), which are two of the largest crude oil pipelines (in terms of both length and design capacity) located in the Gulf of Mexico. We also own 100% of the Southeast Keathley Canyon pipeline system (“SEKCO pipeline”), which is a deepwater pipeline currently servicing the Lucius, Buckskin and Hadrian North fields in the southern Keathley Canyon area of the Gulf of Mexico.
6
Table of Contents
Our interests in operating offshore natural gas pipeline systems and related infrastructure include approximately 764 miles of pipe with an aggregate design capacity of approximately 2,308 MMcf/day. We also own an interest in two offshore hub platforms with an aggregate processing capacity of approximately 495 MMcf/day of natural gas and 123 MBbls/day of crude oil. Additionally, we own an interest in a number of junction and service platforms in the Gulf of Mexico, which are used to (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; and (iii) increase or direct the flow on our pipelines via pumps and measurement equipment.
We generate cash flows from our offshore pipelines from fees charged to customers or substantially similar arrangements that otherwise limit our direct exposure to changes in commodity prices.
We believe our offshore pipeline transportation segment is well positioned to participate in both the energy transition and lower carbon world as barrels produced from the Gulf of Mexico are some of the least emission intensive barrels, from reservoir to refinery, of any barrel refined by Gulf Coast refineries (including shipping).
Soda and Sulfur Services Segment
Our soda and sulfur services segment includes our Alkali Business and our sulfur services business.
Our Alkali Business owns the largest leasehold position of accessible trona ore reserves in the Green River, Wyoming trona patch, a geological formation holding the vast majority of the world’s accessible trona ore reserves, which we mine to ultimately produce, market, and sell soda ash. Soda ash is utilized by our customers as a basic building block for a number of ubiquitous products, including flat glass, container glass, solar panels, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries), as well as a variety of chemicals and other industrial products.
Our Alkali Business holds leases covering approximately 86,000 acres of land, containing an estimated 865 million short tons of proven and probable reserves of trona ore, representing an estimated remaining reserve life, including both dry mine and secondary recovery solution mine reserves, of over 100 years related to the seam currently being mined, which is disclosed in further detail in Item 2. “Properties.” Our Alkali Business also owns and operates soda ash production facilities, underground trona ore mines and brine (solution) mining operations and related equipment, logistics and other assets.
All of our Alkali Business’ mining and processing activities are conducted at its “Westvaco” and “Granger” facilities in Wyoming. Utilizing our two facilities near Green River, our Alkali Business involves the mining of trona ore, the processing of the trona ore into soda ash and the marketing, selling and distribution of the soda ash and specialty products.
We sell our soda ash and specialty products to a diverse customer base directly in the U.S., Canada, the European Community, the European Free Trade Area and the South African Customs Union. Our Alkali Business also sells soda ash through the American Natural Soda Ash Corporation (“ANSAC”) exclusively in all other markets. ANSAC was initially formed and operated as a nonprofit foreign sales association to promote export sales of U.S. produced soda ash and became a wholly owned subsidiary of Genesis Alkali Wyoming, L.P. on January 1, 2023. Our specialty products, including sodium sesquicarbonate, sodium bicarbonate and caustic soda are sold directly to our customers, regardless of geography.
As part of our sulfur services business, we (i) provide sulfur removal services by processing refineries high sulfur (or “sour”) gas streams to remove the sulfur at 11 refining or petrochemical processing facilities located mainly in Texas, Louisiana, Arkansas, Oklahoma, Montana and Utah; (ii) operate significant storage and transportation assets in relation to those services; and (iii) sell NaHS and NaOH (also known as caustic soda) to large industrial and commercial companies. Our sulfur services business consists of a variety of assets, including NaHS and caustic soda terminals as well as railcars, ships, barges and trucks we utilize to transport product. Our service contracts are typically long-term in nature and have an average remaining term of approximately three years. NaHS, the by-product of our sulfur services, constitutes the sole consideration we receive for these services. A majority of the NaHS we receive is sourced from refineries owned and operated by large companies, including Phillips 66, CITGO, HollyFrontier, Calumet and Ergon. We sell our NaHS to customers in a variety of industries, with the largest customers involved in the mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We believe we are one of the largest producers and marketers of NaHS in North and South America.
We believe our Alkali Business and sulfur services business are well positioned to participate in both the energy transition and a lower carbon world. Natural soda ash has a lower Greenhouse Gas footprint than synthetic soda ash as it is less energy intensive. In addition, synthetic soda ash creates by-products such as calcium chloride and ammonia chloride which need further handling, or are disposed of as waste, and ultimately increase synthetic soda ash’s carbon footprint. Our sulfur services business helps our host refineries lower their emissions by processing their sour gas streams using our proprietary, closed-loop, non-combustion technology to remove sulfur from the sour gas, whereas the traditional combustion technology releases certain levels of harmful gases and incremental carbon dioxide emissions into the atmosphere. Additionally, certain of our customers also utilize the NaHS we sell them to further reduce air emissions from various chemical and industrial activities.
7
Table of Contents
Marine Transportation Segment
Our marine transportation segment provides transportation services by tank barge primarily for intermediate refined petroleum products, including heavy fuel oil and asphalt, as well as crude oil. We own a fleet of 91 barges (82 inland and 9 offshore) with a combined transportation capacity of 3.2 million barrels and 42 push/tow boats (33 inland and 9 offshore). We also own the M/T American Phoenix, an ocean going tanker with 330,000 barrels of cargo capacity. The M/T American Phoenix is currently transporting crude oil.
We are a provider of transportation services for our customers and, in almost all cases, do not assume ownership of the products that we transport. Our marine transportation services are conducted under term contracts, some of which have renewal options for customers with whom we have traditionally had long-standing relationships, and spot contracts. For more information regarding our charter arrangements, please refer to the marine transportation segment discussion below. All of our vessels operate under the U.S. flag and are qualified for domestic trade under the Jones Act.
Onshore Facilities and Transportation Segment
Our onshore facilities and transportation segment owns and/or leases our increasingly integrated suite of onshore crude oil and refined products infrastructure, including pipelines, trucks, terminals and rail unloading facilities. Our onshore facilities and transportation segment uses those assets, together with other modes of transportation owned by third parties and us, to service its customers and for its own account. The increasingly integrated nature of our onshore facilities and transportation assets is particularly evident in certain of our infrastructure assets and complexes in areas such as Louisiana and Texas.
We own four onshore crude oil pipeline systems, which consists of approximately 450 miles of pipe located in Texas, Louisiana, Alabama, Florida and Mississippi that are rate regulated by the Federal Energy Regulatory Commission, or FERC. The rates for certain segments of our Texas onshore pipeline are regulated by the Railroad Commission of Texas. We generate cash flows from our onshore pipelines via fees charged to customers. Each of our onshore pipeline systems has available capacity to accommodate potential future growth in volumes.
We own four operational crude oil rail unloading facilities located in Baton Rouge, Louisiana; Raceland, Louisiana; Walnut Hill, Florida; and Natchez, Mississippi, which provide synergies to our existing asset footprint. We generally earn a fee for unloading railcars at these facilities. Three of these facilities, our Baton Rouge, Louisiana, Raceland, Louisiana, and Walnut Hill, Florida facilities are directly connected to our existing integrated crude oil pipeline and terminal infrastructure.
We have access to a suite of trucks and trailers, as well as terminals and tankage with approximately 4.2 million barrels of storage capacity (excluding capacity associated with our common carrier crude oil pipelines) in multiple locations along the Gulf Coast, which we use to service customers and for our own account. We utilize our logistical footprint to support the purchase and sale of gathered and bulk-purchased crude oil. Usually, our onshore facilities and transportation segment experiences limited direct commodity price risk because it utilizes back-to-back purchases and sales, matching sale and purchase volumes on a monthly basis. Unsold volumes are hedged with exchange-traded commodity derivatives to offset the remaining price risk.
Our Objectives and Strategies
Our primary objectives are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations, as well as continue to advance and integrate our sustainability program. We believe the following are critical to meet our objectives:
•New and increased volumes on our existing offshore assets in the Gulf of Mexico through long-term contracted commercial opportunities that require minimal to no additional investment from us. This includes a full ramp up in volumes from the Argos Floating Production System (“FPS”), which achieved first production in April 2023, and from the King’s Quay FPS and the Spruance development, both of which achieved first production in 2022.
•New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of Mexico, including the Shenandoah development, which will tie into our SYNC pipeline (which is currently under construction and defined and discussed further below under “Recent Developments and Status of Certain Growth Initiatives”) and further downstream to our CHOPS pipeline, and the Salamanca FPS, which will tie into our existing SEKCO pipeline for further transportation downstream to our existing pipeline network. These developments and their associated volumes are expected to come online in late 2024 and 2025.
•Increased capacity for soda ash production from our original Granger facility and its approximately 500,000 tons of annual production, which came back online on January 1, 2023, and our Granger Optimization Project (as defined below), which reached substantial completion and achieved first production in the fourth quarter of 2023 and is expected to ramp up to its 750,000 incremental tons of annual production in 2024.
8
Table of Contents
•We continue to have a significant amount of available borrowing capacity under our senior secured credit facility, which will allow us, when combined with our increasing cash flows from operations as discussed above, to fund our high return capital projects, including the remaining capital commitments associated with our Granger Optimization Project, our SYNC pipeline and the expansion of our existing CHOPS pipeline (all of which are further discussed below in “Recent Developments and Status of Certain Growth Initiatives”), which will provide increased future cash flows to further deleverage our balance sheet once completed.
Business Strategy
Our primary business strategy is to provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises that use natural soda ash, NaHS and caustic soda. Successfully executing this strategy should enable us to generate and grow stable cash flows from operations.
We intend to execute this strategy by:
•Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint;
•Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that requires minimal to no additional investment;
•Optimizing our existing assets and creating synergies through additional commercial and operating advancement;
•Leveraging customer relationships across business segments;
•Attracting new customers and expanding our scope of services offered to existing customers;
•Expanding the geographic reach of our businesses;
•Evaluating internal and third party growth opportunities (including asset and business acquisitions) that leverage our core competencies and strengths and further integrate our businesses; and
•Focusing on health, safety and environmental stewardship, and advancement of our sustainability program.
Financial Strategy
We believe that preserving financial flexibility is an important factor in our overall strategy and success. Over the long-term, we intend to:
•Increase the relative contribution of recurring and throughput-based revenues, emphasizing longer-term contractual arrangements;
•Prudently manage our limited direct commodity price risks;
•Maintain a sound, disciplined capital structure, including our current and forward path to deleveraging;
•Fund capital projects through a combination of the available borrowing capacity under our senior secured credit facility, internally generated cash flows from operations, or externally;
•Create strategic arrangements and share capital costs and risks through joint ventures and strategic alliances; and
•Pursue divestitures that support our deleveraging objective.
Competitive Strengths
We believe we are well positioned to execute our strategies and ultimately achieve our objectives due primarily to the following competitive strengths:
•Our businesses encompass a balanced, diversified portfolio of customers, operations and assets. We operate four business segments and own and operate assets that enable us to provide a number of services primarily to refiners, crude oil and natural gas producers, and industrial and commercial enterprises that use natural soda ash, NaHS and caustic soda. Our business lines complement each other by allowing us to offer an integrated suite of services to common customers across our segments. We are not dependent upon any one segment, customer or principal location for our revenues.
9
Table of Contents
•Certain of our businesses are among the leaders in each of their respective markets and each of which has a long commercial life and significant barriers to entry. We operate, among others, diversified businesses, each of which is one of the leaders in its market, has a long commercial life, and has significant barriers to entry. We operate one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of Mexico, an area that produced approximately 15% of the oil produced in the U.S. during 2023. We are one of the leading producers (based on tons produced) of natural soda ash in the world. We are one of the largest producers and marketers (based on tons produced) of NaHS in North and South America. We are one of the leading providers of crude oil and petroleum product transportation, storage and other handling services for two large, complex refineries in Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for over 100 years.
•We are financially flexible and have significant liquidity. As of December 31, 2023, we had $547.2 million of availability under our $850 million senior secured credit facility, subject to compliance with our covenants, including up to $180.7 million available under the $200.0 million petroleum products inventory loan sublimit and $95.5 million available for letters of credit. Our inventory borrowing base was $19.3 million at December 31, 2023.
•Our businesses provide relatively consistent consolidated financial performance. Our historically consistent financial performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable and increasing cash flows from operations.
•We have limited direct commodity price risk exposure in our crude oil marketing business and cost exposure in our soda ash and NaHS businesses. The volumes of crude oil, refined products or intermediate feedstocks we purchase are either subject to back-to-back sales contracts or are hedged with exchange-traded derivatives to limit our direct exposure to movements in the price of the commodity, although we cannot completely eliminate commodity price exposure. We also try to minimize our exposure to fluctuations in natural gas, fuel and freight costs, which are key cost inputs in our Alkali Business, through the use of hedges. We have a risk management policy that requires us to monitor the effectiveness of the hedges as well as other limitations on the maximum levels of inventory we may hold that is not hedged. In addition, our service contracts with refiners allow us to adjust the rates we charge for processing to maintain a balance between NaHS supply and demand.
•Our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations are located in a significant producing region with large-reservoir, long-lived crude oil and natural gas properties. We provide a suite of services, primarily to integrated and large independent energy companies who make intensive capital investments to develop numerous large-reservoir, long-lived crude oil and natural gas properties in one of the largest producing regions in the U.S., the deepwater Gulf of Mexico.
•Our Alkali Business has significant cost advantages over synthetic production methods. Our Alkali Business has significant cost advantages over synthetic production methods, including lower raw material and energy requirements. According to Chemical Market Analytics (CMA), on average, the cash cost to produce natural soda ash has historically been about half of the cost to produce synthetic soda ash.
•Our expertise and reputation for high performance standards and quality enable us to provide refiners with economic and proven services. Our extensive understanding of the sulfur removal process and crude oil refining can provide us with an advantage when evaluating new opportunities and/or markets.
•Some of our pipeline transportation and related assets are strategically located. Our pipelines are critical to the ongoing operations of our refiner and producer customers. In addition, a majority of our terminals are located in areas that can be accessed by pipeline, truck, rail or barge.
•Some of our onshore facilities and transportation assets are operationally flexible. Our portfolio of trucks, barges, pipelines, rail unloading facilities, tanks and terminals affords us flexibility within our existing regional footprint and provides us the capability to enter new markets and expand our customer relationships.
•Our marine transportation assets provide waterborne transportation throughout North America. We own and operate a fleet of barges and boats used to provide transportation services to both inland and offshore customers within a large North American geographic footprint. Our fleet consists of (i) 82 inland boats, of which all but four are heated and asphalt capable; (ii) nine offshore barges that transport crude oil and refined petroleum products along the Eastern Seaboard; and (iii) our ocean going tanker with 330,000 barrels of cargo capacity - the M/T American Phoenix. All of our vessels operate under the U.S. flag and are qualified for U.S. coastwise trade under the Jones Act.
10
Table of Contents
•We have an experienced, knowledgeable and motivated executive management team with a proven track record. Our executive management team has a significant level of experience in the midstream sector. Its members have worked in leadership roles at a number of large, successful public companies, including other publicly-traded partnerships. Through their equity interest in us and compensation package (including long term incentive awards based on available cash before reserves, leverage, sustainability and safety metrics), our executive management team is incentivized to create value.
Recent Developments and Status of Certain Growth Initiatives
The following is a brief listing of developments since December 31, 2022. Additional information regarding most of these items may be found elsewhere in this report.
Credit Facility Amendment
On February 17, 2023, we entered into the Sixth Amended and Restated Credit Agreement (our “credit agreement”) to replace our Fifth Amended and Restated Credit Agreement. Our senior secured credit agreement provides for a $850 million senior secured revolving credit facility. The credit agreement matures on February 13, 2026, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions.
Senior Unsecured Notes Issuance and Related Transactions
On January 25, 2023, we issued $500 million in aggregate principal amount of our 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”). Interest payments are due April 15 and October 15 of each year with the initial interest payment due on October 15, 2023. The issuance of our 2030 Notes generated net proceeds of approximately $491 million, net of issuance costs incurred. The net proceeds were used to purchase approximately $316 million of our existing 5.625% senior unsecured notes due June 15, 2024 (the “2024 Notes”), and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended January 24, 2023, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our senior secured credit facility and for general partnership purposes. On January 26, 2023, we issued a notice of redemption for the remaining principal of approximately $25 million of our 2024 Notes, and discharged the indebtedness with respect to the 2024 Notes on February 14, 2023 by depositing the redemption amount with the trustee of the 2024 Notes for redemption of the 2024 Notes on February 25, 2023, all in accordance with the terms and conditions of the indenture governing the 2024 Notes.
On December 7, 2023, we issued $600 million in aggregate principal amount of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”). Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2024. The issuance of our 2029 Notes generated net proceeds of approximately $583 million, net of the discount of $6.2 million and issuance costs incurred. The net proceeds were used to purchase $514.0 million of our $534.8 million senior unsecured notes due October 1, 2025 (the “2025 Notes”) then outstanding and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended December 6, 2023. On December 8, 2023 we issued a notice of redemption for the remaining principal of $20.8 million of our 2025 Notes, and discharged the indenture governing the 2025 Notes as to all 2025 Notes issued thereunder on December 28, 2023 by depositing the redemption amount in trust with the trustee of the 2025 Notes for redemption of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes.
Granger Optimization Project
On September 23, 2019, we announced the expansion of our original Granger facility (the “Granger Optimization Project” or “GOP”), which is expected to increase the production at our Granger facilities by approximately 750,000 tons per year. We reached substantial completion and achieved first production from the GOP during the fourth quarter of 2023 and expect our production to ramp to its expected capacity during 2024.
Offshore Growth Commitments and Capital Projects
During 2022, we entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments that have a combined production capacity of approximately 160,000 barrels per day. In conjunction with these agreements, we are expanding the current capacity of the CHOPS pipeline and constructing a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline (the “SYNC pipeline”) to connect one of the developments to our existing asset footprint in the Gulf of Mexico. We plan to complete the construction in line with the producers’ plan for first oil achievement, which is currently expected in late 2024 or 2025. Additionally, in 2023, we entered into several additional definitive agreements with existing producers to further commit the volumes transported on our CHOPS pipeline. The producer agreements include long term take-or-pay arrangements and, accordingly, we are able to receive a project completion credit for purposes of calculating the leverage ratio under our credit agreement throughout the construction period.
11
Table of Contents
Repurchase of Outstanding Units
On April 3, 2023, July 3, 2023 and October 3, 2023, we entered into separate purchase agreements with the Class A Convertible Preferred unitholders to redeem a total of 2,224,860 outstanding Class A Convertible Preferred Units (the “Redeemed Units”) at an average purchase price of $33.71 per unit.
Additionally, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023 authorizing the repurchase from time to time of up to 10% of then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. In 2023, we repurchased a total of 114,900 Class A Common Units at an average price of $9.09 per unit.
Market Update
Over the past several years, we have seen a heightened level of volatility in global markets and commodity prices driven by various events or circumstances outside of our control including, but not limited to, global pandemics, international military conflicts, geopolitical events and significant changes in economic policies. This volatility could negatively impact future prices for crude oil, natural gas, petroleum products and industrial products.
Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable, but are inherently uncertain. The uncertainties underlying our assumptions could cause our estimates to differ significantly from actual results. We will continue to monitor the current market environment and to the extent conditions deteriorate, we may identify triggering events that may require future evaluations of the recoverability of the carrying value of our long-lived assets, intangible assets and goodwill, which could result in impairment charges that could be material to our results of operations.
We believe the fundamentals of our core businesses continue to remain strong and, considering the current industry environment and capital market behavior, we have continued our focus on deleveraging our balance sheet as further explained in “Liquidity and Capital Resources.”
Ownership Structure
We conduct our operations and own our operating assets through subsidiaries and joint ventures. As is customary with publicly traded limited partnerships, Genesis Energy, LLC, our general partner, is responsible for operating our business and providing all necessary personnel and other resources to do so.
The following chart depicts our organizational structure at December 31, 2023.
12
Table of Contents
Description of Segments and Related Assets
We conduct our businesses through four operating segments: offshore pipeline transportation, soda and sulfur services, marine transportation and onshore facilities and transportation. These segments are strategic business units that provide a variety of midstream energy-related services as well as soda ash production, marketing and sales. Financial information with respect to each of our segments can be found in Note 14 to our Consolidated Financial Statements in Item 8. Below is a more detailed description of our segments and their related assets.
Offshore Pipeline Transportation
Offshore Crude Oil and Natural Gas Pipelines
We own interests in several crude oil and natural gas pipelines and related infrastructure located offshore in the Gulf of Mexico.
The table below reflects our interests in our operating offshore crude oil pipelines:
Main Lines
Lateral Lines(2)
(1)Capacity figures presented represent 100% of the design capacity as of December 31, 2023 and throughput figures represent 100% of the volumes in the period; except for Eugene Island, which represents our net capacity and volumes in the undivided interest (29%) in that system. Ultimate capacities can vary primarily as a result of pressure requirements, installed pumps, related facilities and the viscosity of the crude oil actually moved.
(2)Represents 100% owned lateral crude oil pipelines which ultimately flow into our other offshore crude oil pipelines (including CHOPS pipeline and Poseidon pipeline) and thus are excluded from main lines above.
•CHOPS Pipeline. CHOPS pipeline is comprised of 24- to 30-inch diameter pipelines designed to deliver crude oil from fields in the Gulf of Mexico to refining markets along the Texas Gulf Coast via interconnections with refineries and terminals located in Port Arthur and Texas City, Texas. Cameron Highway Oil Pipeline Company, LLC (“CHOPS”) also owns three strategically located multi-purpose offshore platforms. A financial party owns the remaining 36% interest in CHOPS.
•Poseidon Pipeline. The Poseidon pipeline is comprised of 16- to 24-inch diameter pipelines to deliver crude oil from developments in the central and western offshore Gulf of Mexico to other pipelines and terminals onshore and offshore Louisiana. An affiliate of Shell owns the remaining 36% interest in Poseidon Oil Pipeline Company, LLC (“Poseidon”).
•Odyssey Pipeline. The Odyssey pipeline is comprised of 12- to 20-inch diameter pipelines to deliver crude oil from developments in the eastern Gulf of Mexico to other pipelines and terminals onshore Louisiana. An affiliate of Shell owns the remaining 71% interest in Odyssey Pipeline, LLC (“Odyssey”).
13
Table of Contents
•Eugene Island. The Eugene Island system is comprised of a network of crude oil pipelines, the main pipeline of which is 20 inches in diameter, to deliver crude oil from developments in the central Gulf of Mexico to other pipelines and onshore terminals in Louisiana. Other owners in Eugene Island include affiliates of Exxon Mobil and Shell Oil Company.
•SEKCO Pipeline. SEKCO pipeline is a deepwater pipeline serving the Buckskin oil, Hadrian North oil and Lucius oil and natural gas production areas located in the southern Keathley Canyon area of the Gulf of Mexico. Southeast Keathley Canyon Pipeline Company, LLC (“SEKCO”) has crude oil transportation agreements with various Gulf of Mexico producers who have dedicated their production from the Buckskin, Hadrian North and Lucius production areas to the SEKCO pipeline for the life of their reserves. The SEKCO pipeline will be directly connected to the Salamanca FPS, which is anticipated for first production in late 2024 or early 2025.
•Shenzi Pipeline. The Shenzi Pipeline delivers crude oil from the Shenzi production field located in the Green Canyon area of the Gulf of Mexico offshore Louisiana as well as from the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the CHOPS pipeline and Poseidon pipeline.
•Allegheny Pipeline. The Allegheny Pipeline connects the Allegheny and South Timbalier 316 platforms in the Green Canyon area of the Gulf of Mexico with the CHOPS pipeline and Poseidon pipeline.
•Marco Polo Pipeline. The Marco Polo Pipeline transports crude oil from our Marco Polo crude oil platform to an interconnect with the Allegheny Crude Oil Pipeline in Green Canyon Block 164.
•Constitution Pipeline. The Constitution Pipeline delivers crude oil from the Constitution, Constellation, Caesar Tonga and Ticonderoga production fields located in the Green Canyon area of the Gulf of Mexico to either the CHOPS pipeline or the Poseidon pipeline.
None of our offshore crude oil pipelines are rate regulated with the exception of Eugene Island, which is regulated by the FERC.
The table below reflects our interests in our operating offshore natural gas pipelines:
High Island Offshore System Genesis 238 500 100 %
Anaconda Gathering System Genesis 183 300 100 %
Green Canyon Laterals Genesis 5 108 100%
Manta Ray Offshore Gathering System Enbridge 237 800 25.7 %
(1)Capacity figures presented represent 100% of the design capacity.
•High Island. The High Island Offshore System (“HIOS”) transports natural gas from producing fields located in the Galveston, Garden Banks, West Cameron, High Island and East Breaks areas of the Gulf of Mexico to the Kinetica Energy Express. HIOS includes 152 miles of pipeline and eight pipeline junction and service platforms that are regulated by the FERC. In addition, this system includes the 86-mile East Breaks Gathering System, which connects HIOS to the Hoover-Diana deepwater platform located in Alaminos Canyon Block 25.
•Anaconda. The Anaconda Gathering System gathers natural gas from producing fields located in the Green Canyon area in the Gulf of Mexico, as well as the King’s Quay FPS, which supports the Khaleesi, Mormont and Samurai field developments, to the Nautilus System.
•Green Canyon. The Green Canyon Laterals are a collection of small diameter pipelines that gather natural gas for delivery to HIOS and various other downstream pipelines.
•Manta Ray. The Manta Ray Offshore Gathering System gathers natural gas from producing fields located in the Green Canyon, Southern Green Canyon, Ship Shoal, South Timbalier and Ewing Bank areas of the Gulf of Mexico for delivery to numerous downstream pipelines, including the Nautilus System. This system includes three pipeline junction platforms.
•Nautilus. The Nautilus System connects the Anaconda Gathering system and Manta Ray Offshore Gathering System to the Neptune natural gas processing plant located in south Louisiana.
14
Table of Contents
Offshore Hub Platforms
Offshore Hub platforms are typically used to: (i) interconnect the offshore pipeline network; (ii) provide an efficient means to perform pipeline maintenance; (iii) locate compression, separation and production handling equipment and similar assets; and (iv) conduct drilling operations during the initial development phase of a crude oil and natural gas property. The results of operations from offshore platform services are primarily dependent upon the level of commodity charges and/or demand-type fees billable to customers. Revenue from commodity charges is based on a fee per unit of volume delivered to the platform (typically per MMcf of natural gas or per barrel of crude oil) multiplied by the total volume of each product delivered. Demand-type fees are similar to firm capacity reservation agreements for a pipeline in that they are charged to a customer regardless of the volume the customer actually delivers to the platform. Contracts for platform services often include both demand-type fees and commodity charges, but demand-type fees generally expire after a contractually fixed period of time and in some instances may be subject to cancellation by customers.
The table below reflects our interests in our operating offshore hub platforms:
(1)Capacity figures presented represent 100% of the design capacity.
•Marco Polo. The Marco Polo platform, which is located in Green Canyon Block 608, processes crude oil and natural gas from production fields located in the South Green Canyon area of the Gulf of Mexico.
•East Cameron. The East Cameron 373 platform has the ability to process production from the Garden Banks and East Cameron areas of the Gulf of Mexico.
Customers
Due to the capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of Mexico, most of our offshore pipeline customers are integrated energy companies and other large independent producers, who desire to have longer-term arrangements ensuring that their production can access the markets.
Usually, our offshore crude oil pipeline customers enter into buy-sell or other transportation arrangements, pursuant to which the pipeline acquires possession (and, sometimes, title) from its customer of the relevant production at a specified location (often a producer’s platform or at another interconnection) and redelivers possession (and title, if applicable) to such customer of an equivalent volume at one or more specified downstream locations (such as a refinery or an interconnection with another pipeline). Most of the production handled by our offshore pipelines is pursuant to life-of-lease commitments that include both firm and interruptible capacity arrangements.
Competition
Our principal competition in our offshore pipeline transportation business includes other crude oil and natural gas pipeline systems as well as producers who may elect to build or utilize their own production handling facilities. We compete for new production on the basis of geographic proximity to the source, cost of connection, available capacity, transportation rates and access to onshore markets. In addition, our access to future reserves will depend on our ability, or the producers’ ability, to fund the significant capital expenditures required to connect to the new production. In general, most of our offshore pipelines are not subject to regulatory rate-making authority, and the rates we charge for services are dependent on the quality of the service required by the customer and the amount and term of the reserve commitment by that customer.
Soda and Sulfur Services
Our soda and sulfur services segment consists of our Alkali Business and our sulfur services business as discussed in further detail below.
15
Table of Contents
Alkali Business
Our Alkali Business is one of the leading producers of natural soda ash worldwide. We provide our soda ash to a variety of industries such as flat glass, container glass, detergent, solar panel and lithium producers and chemical manufacturing. Soda ash, also known by its chemical name sodium carbonate (Na2CO3), is a highly valued raw material in the manufacture of glass due to its properties of lowering the melting point of silica in the batch. Soda ash is also valued by detergent manufacturers for its absorptive and water softening properties. We produce our products from trona, which we mine at two sites in the Green River Basin in Wyoming. The vast majority of the world’s accessible trona reserves are located in the Green River Basin. According to historical production statistics, approximately 30% of global soda ash capacity is from trona or similar sodium carbonate containing materials, with the remaining capacity being synthetic, which requires chemical transformation of limestone and salt using a significantly higher amount of energy. Producing soda ash from trona is significantly less expensive than producing it synthetically. In addition, life-cycle analyses reveal that production from trona consumes less energy and produces less carbon dioxide and fewer undesirable by-products than synthetic production.
Our Alkali Business includes the following:
•Dry mining of trona ore underground at our Westvaco facility;
•Secondary recovery of trona from previously dry mined areas underground at our Westvaco and Granger facilities through brine (solution) mining;
•Processing of raw trona ore into soda ash and specialty sodium alkali products; and
•Marketing, sale and distribution of alkali products.
During 2023 our Alkali Business had the ability to produce approximately 4.0 million tons of soda ash and downstream specialty products. We are expecting our production capacity to increase in 2024 as a result of the Granger Optimization Project, which reached substantial completion and had first production in the fourth quarter of 2023. We anticipate production from the GOP to ramp up to its expected 750,000 tons of incremental volumes over the next nine to twelve months. All mining and processing activities related to our products take place in our facilities located in the Green River Basin.
Dry Mining of Trona Ore
Trona is dry mined underground at our Westvaco facility primarily through the operation of our single longwall mining machine. Longwall mining provides higher recovery rates leading to extended mine life compared to other dry mining techniques. Development of the “tunnels” necessary to access and ventilate our longwall is through room and pillar mining completed primarily by our fleet of borer miners. The ore is conveyed underground to two hoisting operations where it travels approximately 1,600 feet vertically to the surface and is either taken directly into the processing facilities or stored on outdoor stockpiles for future consumption.
Secondary Recovery Brine (Solution) Mining
We brine (solution) mine trona at both our Westvaco and Granger sites using secondary recovery techniques. Our secondary recovery mining starts with the recovery of water streams from our operations and non-trona solids (“insolubles”) remaining from the processing of dry mined trona. The water and some insolubles are injected through a number of wells into the old dry mine workings at both our Westvaco and Granger sites. The insolubles settle out while the water travels through the old workings, dissolving trona that remained during previous dry mining. Multiple pumping systems are used to pump the enriched brine to the surface for processing.
Processing of Trona into Finished Alkali Products
Our Sesqui and Mono plants, located at our Westvaco site, convert dry-mined trona into soda ash. Crushing, dissolution in water, filtration, and crystallization techniques are used to produce the desired final products. In the Mono plant process, the ore is calcined with heat, prior to dissolution, to convert the trona to soda ash by the removal of water and carbon dioxide. A final drying step using steam produces a dense soda ash product from the Mono process. In our Sesqui plant, the calcination is performed at the end of the process, producing a light density soda ash that is preferred in applications desiring increased absorptivity. The Sesqui process also has the ability to produce refined sodium sesquicarbonate (which we sell under the names S-Carb® and Sesqui®) for use as a buffer in animal feed formulations and in cleaning and personal care applications.
Brine (solution) mined trona is converted into dense soda ash in our ELDM operation at the Westvaco site and at our Granger facility. The steps to produce soda ash are similar to the dry mined processes, except the crushing and dissolving steps are eliminated because the trona is already in a water solution as it leaves the mine.
Intermediate, semi-processed products are extracted from our soda ash processes at Westvaco at strategic locations for use as feedstocks for production of sodium bicarbonate and 50% caustic soda (NaOH).
16
Table of Contents
Marketing, Sale and Distribution of Alkali Products
We sell our soda ash products to customers directly in the U.S., Canada, the European Community, the European Free Trade Area and the South African Customs Union. We sell soda ash through ANSAC, our wholly owned subsidiary, exclusively in all other markets. All other alkali products are sold to customers directly regardless of geography.
All of our alkali products are produced and transported from our facilities in the Green River Basin via rail or truck to either our customers in North America, or to our leased shipping terminal in Portland, Oregon, where it is loaded onto ocean-going vessels to be sold and delivered to our other customers. We operate a fleet of approximately 4,000 covered hopper cars used to transport over 90% of the alkali products from the Green River facilities via a single rail line owned and operated by Union Pacific Railroad. We lease these railcars from banks and leasing companies under agreements with varying term-lengths. We recover costs of leasing through mileage credits paid under agreements with customers and carriers in accordance with established industry practices and government requirements.
We sell most of our Alkali products as soda ash.Soda ash is highly valued by manufacturers of flat and container glass because it lowers the temperature of the batch in a glass furnace. It is also valued by detergent manufacturers for its absorptive qualities. Soda ash is also a critical component in the manufacturing of batteries for electric vehicles as well as storage batteries for renewable energy. Demand for soda ash in the U.S. has been relatively flat over the last five years, with the exception of a slight decline in mid-2020 due to economic shutdowns related to the Covid-19 pandemic (which recovered in 2021 and 2022). Future demand growth for soda ash is primarily driven by global industrial production in emerging economies (as a growing middle class demands more products that use soda ash, such as glass for housing and autos and detergents for cleaning) with tailwinds from the energy transition (including demand for solar panels and lithium carbonate).
Our Alkali Business also markets sodium sesquicarbonate, sodium bicarbonate and caustic soda. The sodium sesquicarbonate and sodium bicarbonate products are important to a variety of end use categories including animal feed where they provide a rumen buffer to increase the yield of dairy cows or aid electrolyte balances in poultry or other livestock and flue gas desulfurization where they provide a neutralizing agent for acid gases or baking soda. Sodium bicarbonate provides leavening to baked goods and is used in a variety of household cleaning applications. In addition, we market sodium bicarbonate to private label manufacturers who package it for sale to retail grocery customers as baking soda. We also market sodium bicarbonate to manufacturers of packaged baked goods and similar products. Sodium bicarbonate is also sold to customers who use it in hemodialysis applications. Caustic is marketed by our Alkali Business regionally for a variety of water treatment, mining or agricultural applications.
Sulfur Services Business
Our sulfur services business primarily (i) provides sulfur removal services to 11 refining or petrochemical processing facilities located mainly in Texas, Louisiana, Arkansas, Oklahoma, Montana and Utah; (ii) operates significant storage and transportation assets in relation to those services; and (iii) sells NaHS and caustic soda to large industrial and commercial companies. Our sulfur removal services primarily involve processing refiners’ high sulfur (or “sour”) gas streams that the refineries have generated from crude oil processing operations. Our process applies our proprietary technology, which uses large quantities of caustic soda (the primary raw material used in our process) to act as a scrubbing agent under prescribed temperature and pressure to remove sulfur. Sulfur removal in a refinery is a key factor in optimizing production of refined products such as gasoline, diesel and aviation fuel. Our sulfur removal technology returns a clean (sulfur-free) hydrocarbon stream to the refinery for further processing into refined products, and simultaneously produces NaHS. The resultant NaHS constitutes the sole consideration we receive for our sulfur removal services. A majority of the NaHS we receive is sourced from refineries owned and operated by large companies, including Phillips 66, CITGO, HollyFrontier, Calumet and Ergon. Our 11 sulfur removal services contracts have an average remaining term of approximately three years. The timing upon which these contracts renew vary based upon location and terms specified within each specific contract.
Our soda and sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast, the Midwest, Montana, Utah, British Columbia and South America. In conjunction with our onshore facilities and transportation segment, we sell and deliver (via railcars, ships, barges and trucks) NaHS and caustic soda to approximately 120 customers. We are one of the largest marketers of NaHS in North and South America. By minimizing our costs through utilization of our own logistical assets and leased storage sites, we believe we have a competitive advantage over other suppliers of NaHS. NaHS is used in the specialty chemicals business (plastic additives, dyes and personal care products), in the pulp and paper business, and in connection with mining operations (separating copper from molybdenum and in the mining of nickel and gold) as well as bauxite refining (aluminum). NaHS has also gained acceptance in environmental applications, including waste treatment programs requiring stabilization and reduction of heavy and toxic metals and flue gas scrubbing. Additionally, NaHS can be used for removing hair from hides at the beginning of the tannery process.
17
Table of Contents
Caustic soda is used in many of the same industries as NaHS. Many applications require both chemicals for use in the same process. For example, caustic soda can increase the yields in bauxite refining, pulp manufacturing and in the recovery of copper, gold and nickel. Caustic soda is also used as a cleaning agent (when combined with water and heated) for process equipment and storage tanks at refineries.
Customers
Our natural soda ash is sold to a diverse customer base in the U.S., Canada, Mexico, the European Community, the European Free Trade Area, the South African Customs Union and Asia.
We provide on-site sulfur removal services utilizing NaHS units at 11 refining and petrochemical processing facilities locations. Even though some of our customers have elected to own the sulfur removal facilities located at their refineries, we operate those facilities. We market all of our NaHS as well as small amounts of caustic soda for a handful of third parties.
We sell our NaHS to customers in a variety of industries, with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and paper. We sell to customers in the copper mining industry in the western U.S., Canada and Mexico. We also export NaHS to South America for sale to customers for mining in Peru and Chile. Many of the industries that our NaHS customers are in (such as copper mining and the pulp and paper industry) participate in global markets for their products. As a result, this creates an indirect exposure for NaHS to global demand for the end products of our customers. Provisions in our service contracts with refiners allow us to adjust our sour gas processing rates (sulfur removal) to maintain a balance between NaHS supply and demand.
We sell caustic soda to many of the same customers who purchase NaHS from us, including pulp and paper manufacturers and customers in the copper mining industry. We also supply caustic soda to some of the refineries in which we operate for use in cleaning processing equipment.
Our soda and sulfur services segment is not dependent on any single or small group of customers. The loss of any one customer would not have a material adverse effect on us.
Competition - Alkali Business
The global soda ash market in which our Alkali Business operates in is competitive. Competition is based on a number of factors such as price, favorable logistics and consistent customer service. In North America, primary competition is from other U.S.-based natural soda ash operations such as Solvay Chemicals, Sisecam Resources LP, and Tata Chemicals Soda Ash Partners in Wyoming, and Searles Valley Minerals in California. Because of the structural cost advantages of natural soda ash production in the U.S., including lower raw material and energy requirements, imports have not been an important source of competition in North America. According to IHS, on average, the cash cost to produce natural soda ash has been about half the cost to produce synthetic soda ash. Outside of North America, we face competition primarily from producers of soda ash using the synthetic method, and to a lesser extent, producers of natural soda ash based in Turkey, China and Africa as well as other U.S. based natural soda ash producers. Our Alkali Business’ specialty Alkali products also experience significant competition from producers of sodium bicarbonate, such as Church & Dwight Co., Solvay Chemicals and Natural Soda LLC.
Competition - Sulfur Services
Our competitors for the supply of NaHS consist primarily of parties who produce NaHS as a by-product of or an alternative to other sulfur derivative products, including fertilizers, pesticides, other agricultural products, plastic additives and lubricants. Typically our competitors for the supply of NaHS have only one location and they do not have the logistical infrastructure that we have to supply customers. These competitors often reduce NaHS production when demand for their alternative sulfur derivatives is high and increase NaHS production when demand for these alternatives is low. Also, they tend to supply less when prices and demand for elemental sulfur are higher and supply more NaHS when the price of elemental sulfur falls.
Demand for NaHS faces competition from alternative sulfidity management mediums such as sulfidic caustic, emulsified sulfur, salt cake and flake NaHS. Changes in the value, supply and/or demand of these alternative products can impact the volume and/or value of our NaHS sold.
Typically, our competitors for sulfur removal services include refineries themselves through the use of their sulfur removal processes.
Our competitors for sales of caustic soda include manufacturers of caustic soda. These competitors supply caustic soda to our soda and sulfur services operations and support us in our third-party caustic soda sales. By utilizing our storage capabilities and having access to transportation assets, we sell caustic soda to third parties who gain efficiencies from acquiring both NaHS and caustic soda from one source.
18
Table of Contents
Marine Transportation
Our marine transportation segment consists of (i) our inland marine fleet which transports intermediate refined petroleum products, including asphalt, principally serving refineries and storage terminals along the Gulf Coast, Intracoastal Canal and western river systems of the U.S., principally along the Mississippi River and its tributaries; (ii) our offshore marine fleet which transports crude oil and refined petroleum products, principally serving refineries and storage terminals along the Gulf Coast, Eastern Seaboard, Great Lakes and Caribbean; and (iii) our modern double-hulled, Jones Act qualified tanker, M/T American Phoenix, which is currently under charter serving a customer along the Gulf Coast and Eastern Seaboard. The below table includes operational information relating to our marine transportation fleet:
Inland Offshore American Phoenix
Aggregate Fleet Design Capacity (MBbls) 2,285 884 330
Number of:
Push/Tug Boats 33 9 —
Product Tankers — — 1
(1)Represents capacity per barge ranges on our inland and offshore barge, as well as the capacity of our M/T American Phoenix.
Customers
Our marine customers are primarily refiners as well as large energy companies. In 2023, approximately 90% of the revenue we generated stemmed from contracts with refiners. Our M/T American Phoenix is currently operating under a charter with a refining customer. We are a provider of transportation services for our customers and, in almost all cases, do not assume ownership of the products we transport. Marine transportation services are conducted under term contracts, some of which have renewal options for customers with whom we have traditionally had long-standing relationships, as well as spot contracts. Most of our customers have been our customers for many years and we generally anticipate continued relationships; however, there is no assurance that any individual contract will be renewed.
A term contract is an agreement with a specific customer to transport cargo from a designated origin to a designated destination at a set rate (affreightment) or at a daily rate (time charter). The rate may or may not escalate during the term of the contract; however, the base rate generally remains constant and contracts often include escalation provisions to recover changes in specific costs such as fuel. Time charters, which insulate us from revenue fluctuations caused by weather and navigational delays and temporary market declines, represented over 95% of our marine transportation revenues under term contracts during 2023 and 2022. A spot contract is an agreement with a customer to move cargo from a specific origin to a designated destination for a rate negotiated at the time the cargo movement takes place. Spot contract rates are at the current “market” rate and are subject to market volatility. During 2023 and 2022, approximately 70% and 46%, respectively, of our marine transportation revenues were from term contracts and 30% and 54%, respectively, were from spot contracts.
Competition
Our competitors for the marine transportation of crude oil and heavy refined petroleum products are midstream MLPs with marine transportation divisions, refineries and other companies that are in the business of solely marine transportation operations. Competition among common marine carriers is based on a number of factors including proximity to production, refineries and connecting infrastructures, customer service, and transportation pricing.
19
Table of Contents
Our marine transportation segment also competes with other modes of transporting crude oil and heavy refined petroleum products, including pipeline, rail and trucking operations. Each mode of transportation has different advantages and disadvantages, which often are fact and circumstance dependent. For example, without requiring longer-term economic commitments from shippers, marine and truck transportation can offer shippers much more flexibility to access numerous markets in multiple directions (i.e., pipelines tend to flow in a single direction and are geographically limited by their receipt and delivery points with other pipelines and facilities), and our marine transportation offers shippers certain economies of scale as compared to truck transportation. In addition, due to construction costs and timing considerations, marine and truck transportation can provide cost effective and immediate services to a nascent producing region, whereas new pipelines can be very expensive and time consuming to construct and may require shippers to make longer-term economic commitments, such as take-or-pay commitments. On the other hand, in mature developed areas serviced by extensive, multi-directional pipelines, with extensive connections to various markets, pipeline transportation may be preferred by shippers, especially if shippers are willing to make longer-term economic commitments, such as take-or-pay commitments. Lastly, all but four of our inland marine transportation barges are asphalt capable and heated. This allows us to transport intermediate refined products that require heat, which other modes of transportation are not necessarily equipped to handle.
Onshore Facilities and Transportation
We provide onshore facilities and transportation services to Gulf Coast crude oil refineries and producers through a combination of purchasing, transporting, storing, blending and marketing of crude oil and refined products (primarily fuel oil, asphalt, and, at times, other heavy refined products). In connection with these services, we utilize our increasingly integrated portfolio of logistical assets consisting of pipelines, trucks, terminals and barges. The integrated nature of our onshore facilities and transportation assets is particularly evident in areas such as Louisiana and Texas. Our crude oil related services include gathering crude oil from producers at the wellhead, transporting crude oil by gathering line, truck and barge to pipeline injection points, transporting crude oil for our gathering and marketing operations and for other shippers on our pipelines and marketing crude oil to refiners. Not unlike our crude oil operations, we also have the ability to gather refined products from refineries, transport refined products via pipeline, truck, railcar and barge, and sell refined products to customers in wholesale markets. For certain of these services, we generate fee-based income related to the transportation services provided. In some cases, we also profit equal to the difference between the price at which we re-sell the crude oil and petroleum products and the price at which we purchase the crude oil and petroleum products, less the associated costs of aggregation and transportation.
Our crude oil onshore facilities and transportation operations are concentrated in Texas, Louisiana, Alabama, Florida and Mississippi. These operations help to ensure (among other things) a base supply source for our crude oil pipeline systems, refinery customers and other shippers while providing our producer customers with a market outlet for their production. By utilizing our network of pipelines, trucks, rail unloading facilities, barges, tanks and terminals, we are able to provide transportation related services to, and in many cases back-to-back gathering and marketing arrangements with, crude oil refiners and producers. Additionally, our crude oil and petroleum product gathering and marketing expertise and knowledge base provide us with an ability to capitalize on opportunities that arise from time to time in our market areas. We gather and market approximately 23,000 Bbls/day (as of December 31, 2023) of crude oil and petroleum products, most of which is produced from large resource basins throughout Texas and the Gulf Coast. Our crude oil pipelines transport many of these barrels, as well as barrels for third party producers and refiners to which we charge fees for our transportation services. Given our network of terminals, we also have the ability to store crude oil during periods of contango (crude oil prices for future deliveries are higher than for current deliveries) for delivery in future months. When we purchase and store crude oil during periods of contango, we attempt to limit direct commodity price risk by simultaneously entering into a contract to sell the inventory in a future period, either with a counterparty or in the crude oil futures market. The most substantial component of the costs we incur while aggregating crude oil and petroleum products relates to operating our fleet of owned and leased trucks and incurring other transportation related costs.
Onshore Crude Oil Pipelines
Through the onshore pipeline systems and related assets we own and operate, we transport crude oil for our gathering and marketing operations and for other shippers pursuant to tariff rates regulated by the FERC or the Railroad Commission of Texas (“TXRRC”). Accordingly, we offer transportation services to any shipper of crude oil, if the products tendered for transportation satisfy the conditions and specifications contained in the applicable tariff. Pipeline revenues are a function of the level of throughput and the particular point where the crude oil is injected into the pipeline and the delivery point. We also may earn revenue from pipeline loss allowance volumes. In exchange for bearing the risk of pipeline volumetric losses, we deduct volumetric pipeline loss allowances and crude oil quality deductions. Such allowances and deductions are offset by measurement gains and losses. When our actual volume losses are less than the related allowances and deductions, we recognize the difference as income and inventory available for sale valued at the market price for the crude oil.
The margins from our onshore crude oil pipeline operations are equal to the revenues we generate from regulated published tariffs and pipeline loss allowances less the fixed and variable costs of operating and maintaining our pipelines.
20
Table of Contents
We own and operate four onshore common carrier crude oil pipeline systems: the Texas System, the Jay System, the Mississippi System, and the Louisiana System.
Texas System Louisiana System Jay System Mississippi System
Rate Regulated FERC/TXRRC FERC FERC FERC
•Texas System. Our Texas System takes delivery of crude oil volumes at Texas City (which includes the capability of receiving various Gulf of Mexico pipeline volumes) for delivery to our Webster, Texas facility, which ultimately connects to other crude oil pipelines. Our Texas System also transports crude oil from Hastings Junction (south of Houston, Texas) to several delivery points near Houston, Texas (including our Webster, Texas facility). We earn a tariff for our transportation services, with the tariff rate per barrel of crude oil varying with the distance from injection point to delivery point.
•Jay System. Our Jay System provides crude oil shippers access to refineries, pipelines and storage near Mobile, Alabama. That system also includes gathering connections, additional crude oil storage capacity of approximately 20,000 barrels in the field, an interconnect with our Walnut Hill rail facility, a delivery connection to a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi.
•Mississippi System. Our Mississippi System provides shippers of crude oil in Mississippi indirect access to refineries, pipelines, storage, terminals and other crude oil infrastructure located in the Midwest. That system is adjacent to several crude oil fields that are in various phases of being produced through tertiary recovery strategy, including CO2 injection and flooding. We provide transportation services on our Mississippi pipeline through an “incentive” tariff which provides that the average rate per barrel that we charge during any month decreases as our aggregate throughput for that month increases above specified thresholds.
•Louisiana System. Our Louisiana System connects the Anchorage Tank Farm to our Port of Baton Rouge Terminal (which was built to service Exxon Mobil Corporation’s Baton Rouge refinery, which is one of the largest refinery complexes in North America, with more than 500,000 Bbls/day of refining capacity), allowing bidirectional flow of crude oil, intermediates and refined products between the Anchorage Tank Farm and this terminal via a dedicated crude oil pipeline and a dedicated intermediates pipeline. Total daily volume for the year ended December 31, 2023 includes 32,458 and 33,019 Bbls/day of intermediate refined products and crude oil, respectively, associated with our Port of Baton Rouge Terminal pipelines. Our Louisiana system also transports crude oil from Port Hudson to our Baton Rouge Scenic Station rail unloading facility and continues downstream to the Anchorage Tank Farm. This pipeline system serves as a key asset in our integrated Baton Rouge area midstream infrastructure.
Other Onshore Facilities and Transportation Operations
We own four operational crude oil rail unloading facilities located in Baton Rouge, Louisiana; Raceland, Louisiana; Walnut Hill, Florida; and Natchez, Mississippi which provide synergies to our existing asset footprint. We generally earn a fee for unloading railcars at these facilities. Three of these facilities, our Baton Rouge, Louisiana, Raceland, Louisiana, and Walnut Hill, Florida facilities are directly connected to our existing integrated crude oil pipeline and terminal infrastructure.
21
Table of Contents
Within our onshore facilities and transportation business segment, we employ many types of logistically flexible assets. These assets include a suite of trucks and trailers, as well as terminals and other tankage with approximately 4.2 million barrels of leased and owned storage capacity in multiple locations along the Gulf Coast, accessible by pipeline, truck, rail or barge, in addition to tankage related to our crude oil pipelines, previously mentioned.
Customers and Competition
Our onshore facilities and transportation business encompasses numerous refiners and hundreds of producers, for which we provide transportation related services, as well as gather from and market to crude oil and refined products. In 2023, refiners were the shippers for approximately 98% of the volumes transported on our onshore crude pipelines.
In our crude oil onshore facilities and transportation operations, we compete with other regional and local midstream service providers and companies who may have significant market share in the respective areas in which they operate. Competition among common carrier pipelines is based primarily on posted tariffs, quality of customer service and proximity to refineries, production and connecting pipelines. We believe that high capital costs, tariff regulation and the cost of acquiring rights-of-way make it unlikely that other competing pipeline systems, comparable in size and scope to our onshore pipelines, will be built in the same geographic areas in the near future. In addition, as the majority of our onshore pipelines directly serve refineries, we believe that these pipelines are not subject to the same competitive pressures as those tied directly to crude oil production.
Credit Exposure
Our portfolio of accounts receivable is generally comprised in large part of obligations of refiners, integrated and large independent oil and natural gas producers, industrial companies that purchase soda ash, and mining and other industrial companies that purchase NaHS, most of which have stable payment histories. We believe that any credit risk posed by a concentration of customers in a specific industry is offset by the creditworthiness of our specific customer base in the context of our specific transactions as well as other factors, including the strategic nature of certain of our assets and relationships and our credit procedures. The credit risk related to exchange-traded contracts is limited due to the daily cash settlement procedures and other exchange related requirements.
When we market crude oil, petroleum products, NaHS, and soda ash and provide transportation and other services, we must determine the amount, if any, of the line of credit we will extend to any given customer. We have established procedures to manage our credit exposure, including initial credit approvals, credit limits, collateral requirements and rights of offset. Letters of credit, prepayments and guarantees are also utilized to limit credit risk to ensure that our established credit criteria are met. We use similar procedures to manage our exposure to our customers in the offshore pipeline transportation and marine transportation segments.
Some of our largest customers include Shell, Exxon Mobil Corporation, Phillips 66, Occidental Petroleum Corporation (“Occidental”), SCS - Comercial & Servicos Quimicos Ltda and Ardagh Glass.
Human Capital
We believe our employees are our most important asset and the cornerstone of our organization. We take steps to attract and retain talented people to safely operate our assets, foster customer relationships, and achieve our long-term goals. We are committed to employee retention and we encourage our employees to maintain long-term careers with us. Human capital measures and objectives which we focus on in managing our business include safety, employee compensation and benefits, diversity and inclusion, and employee development.
Employees and Collective Bargaining Agreements
To carry out our business activities, we employed 2,137 employees at December 31, 2023. Approximately 700 of those employees were covered under collective bargaining agreements. These collective bargaining agreements cover wage increases and other benefits, including the defined benefit pension plan, the post-employment benefit plan and the enhanced 401(k) retirement savings plan. We consider our relationship with the union strong, and our relationship with our employees, including those covered by collective bargaining agreements, to be in good standing.
Safety
Safety is one of our guiding principles and it is our intention to create and sustain a workplace free from recognized safety and health hazards. We have implemented safety programs and management practices to promote a culture of safety, which include policies, training, procedures, audits, inspections, incident evaluations, data analysis, reporting and communications. We also established annual safety and health targets for total recordable injury and illness rates, and tied a portion of our management compensation to safety related goals to emphasize the importance of safety at the Company.
22
Table of Contents
Employee Compensation and Benefits
Our compensation programs are integrated with our overall business strategies and management processes to incentivize performance, maximize returns and build shareholder value. We participate in market surveys as well as work with consultants to benchmark our compensation and benefits programs to help us offer competitive remuneration packages to attract and retain high-performing employees.
Further, to attract and meet the needs of our workforce, we offer a comprehensive and affordable benefits program that includes medical, dental, vision, life insurance, and disability protection, along with a generous retirement savings plan, including up to six percent matching. Our benefits package options may vary depending on the type of employee and date of hire. Additionally, we continuously look for ways to improve employee work-life balance and the well-being of our employees and their families.
Diversity and Inclusion
We are an equal opportunity employer. We believe that eliminating barriers to employment results in a more plentiful recruiting pool, diverse perspectives to problem solving, and stronger teams. We maintain a positive work environment by striving to create a strong culture of diversity and inclusion, supported by both our Code of Business Conduct and our employment practices.
We have policies in place that reinforce our commitment to diversity and inclusion within the workplace. Our employee handbook includes equal employment opportunity commitments and nondiscrimination and anti-harassment disclosures, which communicate our expectations with respect to maintaining a professional workplace free of harassment. We prohibit discrimination or harassment against any employee or applicant on the basis of sex, race, ethnicity, or any other protected categories. We are committed to a harassment free workplace, which is further supported through prevention training we provide for employees.
Employee Development
Our success as a company is measured by the successful performance of our employees in their respective roles. Thus, it is our policy to properly train and equip each employee to perform his or her job functions safely and in compliance with all laws, regulations and internal procedures.
We develop our employees through performance management processes, regular coaching and supervisory and leadership training while also offering a tuition reimbursement program. Our annual performance management cycle enables managers and employees to collaborate to set performance goals and development objectives that align to business objectives. We also provide in-house health and safety training and emergency response training. Employee attendance at external workshops, conferences and other training events is also encouraged.
Regulation
Pipeline Rate and Access Regulation
The rates and the terms and conditions of service of our interstate common carrier pipeline operations are subject to regulation by FERC under the Interstate Commerce Act, or ICA. Under the ICA, rates must be “just and reasonable,” and must not be unduly discriminatory or confer any undue preference on any shipper. FERC regulations require that oil pipeline rates and terms and conditions of service for regulated pipelines be filed with FERC and posted publicly.
Effective January 1, 1995, FERC promulgated rules simplifying and streamlining the ratemaking process. Previously established rates were “grandfathered,” limiting the challenges that could be made to existing tariff rates. Increases from grandfathered rates of interstate oil pipelines are currently regulated by FERC primarily through an index methodology, whereby a pipeline is allowed to change its rates based on the year-to-year change in an index. Under FERC regulations, we are able to change our rates within prescribed ceiling levels that are tied to the Producer Price Index for Finished Goods. Rate increases made pursuant to the index are presumed to be just and reasonable. They will be subject to protest, but such protests must show that the rate increase resulting from application of the index is substantially in excess of the applicable pipeline’s increase in costs. We may be required to lower our rates if the ceiling level decreases below our existing rates in a given year. The FERC indexing is subject to review and revision every five years. On December 17, 2020, the FERC issued a final rule setting the index for the five-year period beginning July 1, 2021, and ending on June 30, 2026, at PPI plus 0.78%. On January 20, 2022, the FERC granted a rehearing of certain aspects of the final rule and revised the index level to PPI minus 0.21% effective March 1, 2022 through June 30, 2026. The FERC ordered pipelines with filed rates that exceed their index ceiling levels based on PPI minus 0.21% to file rate reductions effective March 1, 2022. The decision is subject to appellate review, which could result in a further change to the index.
23
Table of Contents
In addition to the index methodology, FERC allows for rate changes under three other methods—cost-of-service, competitive market showings and agreements between shippers and the oil pipeline company that the rate is acceptable, or Settlement Rates. The pipeline tariff rates on our Mississippi, Jay and Louisiana systems are either rates that are subject to change under the index methodology or Settlement Rates. None of our tariffs have been subjected to a protest or complaint by any shipper or other interested party.
Our offshore pipelines, with the exception of our Eugene Island pipeline and HIOS, are neither interstate nor common carrier pipelines. However, these pipelines are subject to federal regulation under the Outer Continental Shelf Lands Act, which requires all pipelines operating on or across the outer continental shelf to provide nondiscriminatory transportation service.
Our intrastate common carrier pipeline operations in Texas are subject to regulation by the TXRRC. The applicable Texas statutes require that pipeline rates and practices be reasonable and non-discriminatory and that pipeline rates provide a fair return on the aggregate value of the property of a common carrier, after providing reasonable allowance for depreciation and other factors and for reasonable operating expenses. Although no assurance can be given that the tariffs we charge would ultimately be upheld if challenged, we believe that the tariffs now in effect can be sustained.
Marine Regulations
The operation of towboats, tugboats, barges, vessels and marine equipment create maritime obligations involving property, personnel and cargo and are subject to regulation by the U.S. Coast Guard, or USCG, the Environmental Protection Agency, or EPA, the Department of Homeland Security, or DHS, federal laws, state laws and certain international conventions under General Maritime Law. These obligations can create risks which are varied and include, among other things, the risk of collision and allision, which may precipitate claims for personal injury, cargo, contract, pollution, third-party claims and property damages to vessels and facilities. Routine towage operations can also create risk of personal injury under the Jones Act and General Maritime Law, cargo claims involving the quality of a product and delivery, terminal claims, contractual claims and regulatory issues. Federal regulations also require that all tank barges engaged in the transportation of oil and petroleum in the U.S. be double hulled. All of our barges are double-hulled.
All of our barges are inspected by the USCG and carry certificates of inspection. All of our towboats and tugboats are certificated by the USCG. Most of our vessels are built to American Bureau of Shipping, or ABS, classification standards and in some instances are inspected periodically by ABS to maintain the vessels in class standards. The crews we employ aboard vessels, including captains, pilots, engineers, tankermen and ordinary seamen, are documented by the USCG.
We are required by various governmental agencies to obtain licenses, certificates and permits for our vessels depending upon such factors as the cargo transported, the waters in which the vessels operate and other factors. We are of the opinion that our vessels have obtained and can maintain all required licenses, certificates and permits required by such governmental agencies for the foreseeable future.
Jones Act: The Jones Act is a federal law that restricts maritime transportation between locations in the U.S. to vessels built and registered in the U.S. and owned and manned by U.S. citizens. We are responsible for monitoring the ownership of our subsidiary that engages in maritime transportation and for taking any remedial action necessary to insure that no violation of the Jones Act ownership restrictions occurs. Jones Act requirements significantly increase operating costs of U.S.-flag vessel operations compared to foreign-flag vessel operations. Further, the USCG and ABS maintain the most stringent regime of vessel inspection in the world, which tends to result in higher regulatory compliance costs for U.S.-flag operators than for owners of vessels registered under foreign flags or flags of convenience. The Jones Act and General Maritime Law also provide damage remedies for crew members injured in the service of the vessel arising from employer negligence or vessel unseaworthiness.
Merchant Marine Act of 1936: The Merchant Marine Act of 1936 is a federal law providing that, upon proclamation by the President of the U.S. of a national emergency or a threat to the national security, the U.S. Secretary of Transportation may requisition or purchase any vessel or other watercraft owned by U.S. citizens (including us, provided that we are considered a U.S. citizen for this purpose). If one of our tow boats or barges were purchased or requisitioned by the U.S. government under this law, we would be entitled to be paid the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair market value of charter hire. However, if one of our tow boats is requisitioned or purchased and its associated barge or barges are left idle, we would not be entitled to receive any compensation for the lost revenues resulting from the idled barges. We also would not be entitled to be compensated for any consequential damages we suffer as a result of the requisition or purchase of any of our tow boats or barges.
Security Requirements: The Maritime Transportation Security Act of 2002 requires, among other things, submission to and approval by the USCG of vessel and waterfront facility security plans, or VSP. Our VSP’s have been approved and we are operating in compliance with the plans for all of its vessels and that are subject to the requirements, whether engaged in domestic or foreign trade.
24
Table of Contents
Railcar Regulation
We operate a number of railcar unloading facilities and lease a significant number of railcars. Our railcar operations are subject to the regulatory jurisdiction of the Federal Railroad Administration of the DOT, the Occupational Safety and Health Administration, or OSHA, as well as other federal and state regulatory agencies. We believe that our railcar operations are in substantial compliance with all existing federal, state and local regulations.
DOT and OSHA have jurisdiction under several federal statutes over a number of safety and health aspects of rail operations, including the transportation of hazardous materials. State agencies regulate some aspects of rail operations with respect to health and safety in areas not otherwise preempted by federal law.
Regulation of the Mining Industry in the United States
We have the right to mine trona through leases we hold from the U.S. Federal government, the State of Wyoming and Sweetwater Trona OpCo LLC (“Sweetwater”). Our leases with the U.S. government are issued under the provisions of the Mineral Leasing Act of 1920 (30 U.S.C. 18 et. Seq.) and are administered by the U.S. Bureau of Land Management (“BLM”) and our leases with the state of Wyoming are issued under Wyoming Statutes 36-6-101 et. seq. Sweetwater acquired the leases and interests from Anadarko Land Corporation, a subsidiary of Occidental following Occidental’s August 2019 acquisition of Anadarko Petroleum Corporation, who was the successor to rights originally granted to the Union Pacific Railroad in connection with the construction of the first transcontinental railroad in North America. For more information, please see discussion of “Overview of Mining Property and Operations” in Item 2 below.
We pay royalties to the BLM, the State of Wyoming and Sweetwater Royalties, LLC (“Sweetwater Royalties”) who acquired the mineral rights through a conveyance from Sweetwater. These royalties are calculated based upon the gross value of soda ash and related products at a certain stage in the mining process. We are obligated to pay minimum royalties or annual rentals to our lessors regardless of actual sales and in the case of Sweetwater Royalties to pay royalties in advance based on a formula based on the amount of trona produced and sold in the previous year which is then credited against production royalties owed. The royalty rates we pay to our lessors may change upon our renewal of such leases; however, we anticipate being able to renew all material leases at the appropriate time. In the past, the U.S. Congress has passed legislation to cap royalties collected by BLM at a rate lower than the rate stated in our federal leases.
Our mining operations in Wyoming are subject to mine permits issued by the Land Quality Division of the Wyoming Department of Environmental Quality (“WDEQ”). WDEQ imposes detailed reclamation obligations on us as a holder of mine permits. As of December 31, 2023, the amount of our reclamation bonds totaled to approximately $88 million. The amount of the bonds are subject to change based upon periodic re-evaluation by WDEQ.
The health and safety of our employees working underground and on the surface are subject to detailed regulation. The safety of our operations at Westvaco are regulated by the U.S. Mine Safety and Health Administration (“MSHA”) and our Granger facility by the Wyoming Occupational Safety and Health Administration (“Wyoming OSHA”). MSHA administers the provisions of the Federal Mine Safety and Health Act of 1977 and enforces compliance with that statute’s mandatory safety and health standards. As part of MSHA’s oversight, representatives perform at least four unannounced inspections (approximately once quarterly) each year at Westvaco. Wyoming OSHA regulates the health and safety of non-mining operations under a plan approved by the U.S. Occupational Health and Safety Administration. When our Granger facility was restarted in 2009 on brine (solution) mine feed (i.e., without any miners working underground), Wyoming OSHA assumed responsibility for the facility.
Regulation of Finished Product Manufacturing
Our business is subject to extensive regulation by federal, state, local and foreign governments. Governmental authorities regulate the generation and treatment of waste and air emissions at our operations and facilities. We also comply with worldwide, voluntary standards developed by the International Organization for Standardization (“ISO”), a nongovernmental organization that promotes the development of standards and serves as a bridging organization for quality standards, such as ISO 9001:2015 for quality management and ISO 22000 for food safety management.
Several of the production operations in our Alkali Business are subject to regulation by the U.S. Food and Drug Administration (“FDA”). Our sodium bicarbonate plant is a registered facility for the production of food and pharmaceutical grade ingredients and we comply with strict Current Good Manufacturing Practice (“CGMP”) requirements in our operations. The U.S. Food Safety Modernization Act requires that parts of our facility that produce human food and animal nutrition products comply with more rigorous manufacturing standards. We believe that we materially comply with requirements currently in effect and have a program in place to maintain such compliance. We also comply with industry standards developed by various private organizations such as U.S. Pharmacopeia, Organic Materials Review Institute, National Sanitation Foundation, Islamic Food and Nutrition Council of America, and the Orthodox Union. Alkali has also sought and received certification of its Wyoming facilities under ISO.9001:2015.
25
Table of Contents
Environmental Regulations
General - We are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may (i) require the acquisition of and compliance with permits for regulated activities, (ii) limit or prohibit operations on environmentally sensitive lands such as wetlands or wilderness area, seismically sensitive areas, or areas inhabited by endangered or threatened species, (iii) result in capital expenditures to limit or prevent emissions or discharges, and (iv) place burdensome restrictions on our operations, including the management and disposal of wastes. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed and the issuance of orders enjoining future operations or imposing additional compliance requirements. Changes in environmental laws and regulations occur frequently, typically increasing in stringency through time, and any changes that result in more stringent and costly operating restrictions, emission control, waste handling, disposal, cleanup and other environmental requirements have the potential to have a material adverse effect on our operations. While we believe that we are in substantial compliance with current environmental laws and regulations and that continued compliance with existing requirements will not materially affect us, there is no assurance that this trend will continue in the future. Revised or new additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
Hazardous Substances and Waste Handling - The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or CERCLA, also known as the “Superfund” law, and analogous state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons. These persons include current owners and operators of the site where a release of hazardous substances occurred, prior owners or operators that owned or operated the site at the time of the release of hazardous substances, and companies that disposed or arranged for the disposal of the hazardous substances found at the site. We currently own or lease, and have in the past owned or leased, properties that have been in use for many years with the gathering and transportation of hydrocarbons including crude oil and other activities that could cause an environmental impact. Persons deemed “responsible persons” under CERCLA may be subject to strict and joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources, and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover the costs they incur from the responsible classes of persons. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment.
We also may incur liability under the Resource Conservation and Recovery Act, as amended, or RCRA, and analogous state laws which impose requirements and also liability relating to the management and disposal of solid and hazardous wastes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations. However, it is possible that these wastes, which could include wastes currently generated during our operations, will in the future be designated as “hazardous wastes” and, therefore, be subject to more rigorous and costly disposal requirements. Indeed, legislation has been proposed from time to time in Congress to re-categorize certain crude oil and natural gas exploration and production wastes as “hazardous wastes.” Also, in December 2016, the EPA agreed in a consent decree to review its regulation of oil and gas waste. However, in April 2019, the EPA concluded that revisions to the federal regulations for the management of oil and gas waste are not necessary at this time. Any such changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.
We believe that we are in substantial compliance with the requirements of CERCLA, RCRA and related state and local laws and regulations, and that we hold all necessary and up-to-date permits, registrations and other authorizations required under such laws and regulations. Although we believe that the current costs of managing our wastes as they are presently classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.
Water Discharges - The Federal Water Pollution Control Act, as amended, also known as the “Clean Water Act,” and analogous state laws impose restrictions and strict controls regarding the unauthorized discharge of pollutants, including crude oil, into navigable waters of the U.S., as well as state waters. Permits must be obtained to discharge pollutants into these waters. Spill prevention, control and countermeasure plan requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. The Clean Water Act and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit.
26
Table of Contents
The scope of waters regulated under the Clean Water Act has fluctuated in recent years. On June 29, 2015, the EPA and the U.S. Army Corps of Engineers, or Corps, jointly promulgated final rules expanding the scope of waters protected under the Clean Water Act. However, on October 22, 2019, the agencies repealed the 2015 rules, and then, on April 21, 2020, the EPA and the Corps published a final rule replacing the 2015 rules, and significantly reducing the waters subject to federal regulation under the Clean Water Act. On August 30, 2021, a federal court struck down the replacement rule and, on January 18, 2023, the EPA and the Corps published a final rule that would restore water protections that were in place prior to 2015. However, on May 25, 2023, the Supreme Court issued an opinion substantially narrowing the scope of “waters of the United States” protected by the Clean Water Act. On September 8, 2023, the EPA and the Corps published a final rule conforming their regulations to the decision. These recent actions have provided some clarity. However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act's jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
Also, on June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. These permits may require us to monitor and sample the storm water runoff from certain of our facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions.
The Oil Pollution Act is the primary federal law for oil spill liability. The Oil Pollution Act contains numerous requirements relating to the prevention of and response to petroleum releases into waters of the United States, including the requirement that operators of offshore facilities and certain onshore facilities near or crossing waterways must develop and maintain facility response contingency plans and maintain certain significant levels of financial assurance to cover potential environmental cleanup and restoration costs. The Oil Pollution Act subjects owners of facilities to strict liability that, in some circumstances, may be joint and several for all containment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costs of responding to a release of oil to surface waters.
Noncompliance with the Clean Water Act or the Oil Pollution Act may result in substantial administrative, civil and criminal penalties, as well as injunctive obligations. We believe we are in material compliance with each of these requirements.
Air Emissions - The Federal Clean Air Act, or CAA, as amended, and analogous state and local laws and regulations restrict the emission of air pollutants, and impose permit requirements and other obligations. Regulated emissions occur as a result of our operations, including the handling or storage of crude oil and other petroleum products. Both federal and state laws impose substantial penalties for violation of these applicable requirements. Accordingly, our failure to comply with these requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations, revocation or suspension of necessary permits and, potentially, criminal enforcement actions.
On August 16, 2012, the EPA published final regulations under the CAA that establish new air emission controls for oil and natural gas production and natural gas processing operations. Specifically, the EPA’s rule package includes New Source Performance standards to address emissions of sulfur dioxide and volatile organic compounds and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities. The final rules seek to achieve a 95% reduction in volatile organic compounds emitted by requiring the use of reduced emission completions or “green completions” on all hydraulically-fractured wells constructed or refractured after January 1, 2015. The rules also establish specific new requirements regarding emissions from compressors, controllers, dehydrators, storage tanks and other production equipment. The EPA received numerous requests for reconsideration of these rules from both industry and the environmental community, and court challenges to the rules were also filed. In response, the EPA has issued, and will likely continue to issue, revised rules responsive to some of the requests for reconsideration. In particular, on May 12, 2016, the EPA amended its regulations to impose new standards for methane and volatile organic compounds emissions for certain new, modified, and reconstructed equipment, processes, and activities across the oil and natural gas sector. However, on August 13, 2020, in response to an executive order by former President Trump to review and revise unduly burdensome regulations, the EPA amended the 2012 and 2016 New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether. On June 30, 2021, President Biden signed into law a joint resolution of Congress disapproving the 2020 amendments (with the exception of some technical changes) thereby reinstating the 2012 and 2016 New Source Performance standards. The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards. Additionally, on December 2, 2023, the EPA announced a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries, and prohibiting venting of natural gas in certain situations. On April 17, 2023, the EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary. These laws and regulations, as well as any future laws and their implementing regulations, may require us to obtain pre-approval for the
27
Table of Contents
expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions.
National Environmental Policy Act - Under the National Environmental Policy Act, or NEPA, a federal agency, commonly in conjunction with a current permittee or applicant, may be required to prepare an environmental assessment or a detailed environmental impact statement before taking any major action, including issuing a permit for a pipeline extension or addition that would affect the quality of the environment. Should an environmental impact statement or environmental assessment be required for any proposed pipeline extensions or additions, NEPA may prevent or delay construction or alter the proposed location, design or method of construction.
Endangered Species Act - The federal Endangered Species Act and analogous state statutes restrict activities that may adversely affect endangered and threatened species or their habitat. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. The designation of previously unidentified endangered or threatened species in areas where we operate could cause us to incur additional costs or become subject to operating delays, restrictions or bans.
Climate Change - In December 2009, the EPA published its findings that emissions of carbon dioxide, methane and other greenhouse gases (“GHGs”) present an endangerment to human health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climatic changes. Accordingly, in recent years, federal, state, and local governments have taken steps to reduce emissions of GHGs. On August 16, 2022, President Biden signed into law the Inflation Reduction Act (“IRA”), which, along with the Investment in Infrastructure and Jobs Act, provides billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration. These incentives could accelerate the transition of the economy away from the use of fossil fuels towards lower or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, the oil and natural gas that we store, transport and sell and adversely impact our business.
The EPA has also finalized a series of GHG monitoring, reporting and emission control rules for the oil and natural gas industry, and almost half of the states, either individually or through multi-state regional initiatives, have taken legal measures to reduce GHG emissions, primarily through the planned development of GHG emission inventories and/or GHG cap-and-trade programs. In addition, states have imposed increasingly stringent requirements related to the venting or flaring of gas during oil and gas operations. The net effect of this regulatory regime is to impose increasing costs on the combustion of carbon-based fuels such as crude oil, refined petroleum products and natural gas. Our compliance with any future legislation or regulation of GHGs, if adopted, may result in materially increased compliance and operating costs.
In addition, in December 2015, the United States participated in the 21st Conference of the Parties (COP-21) of the United Nations Framework Convention on Climate Change in Paris, France. The resulting Paris Agreement calls for the parties to undertake “ambitious efforts” to limit the average global temperature, and to conserve and enhance sinks and reservoirs of GHGs. The Agreement went into effect on November 4, 2016. On April 21, 2021, the United States announced that it was setting an economy-wide target of reducing its GHG emissions by 50-52 percent below 2005 levels in 2030. In November 2021, in connection with the 26th Conference of the Parties (COP-26) in Glasgow, Scotland, the United States and other world leaders made further commitments to reduce GHG emissions, including reducing global methane emissions by at least 30% by 2030 from 2020 levels. More than 150 countries have now signed on to this pledge. The urgency to reduce GHG emissions was further emphasized in the 27th Conference of the Parties (COP-27) in Sharm El-Sheikh, Egypt. Most recently, at the 28th Conference of the Parties (COP-28) in the United Arab Emirates, world leaders agreed to transition away from fossil fuels in a just, orderly and equitable manner and to triple renewables and double energy efficiency globally by 2030. Also at COP-28, 50 companies accounting for 40 percent of global oil production committed to eliminating their methane emissions by 2050 under the Oil and Gas Decarbonization Charter. These companies also committed to ending flaring by 2030. Furthermore, many state and local leaders have stated their intent to intensify efforts to support the international climate commitments.
Legislative efforts or related implementation regulations that regulate or restrict emissions of GHGs in areas that we conduct business could adversely affect the demand for the products that we transport, store and distribute and, depending on the particular program adopted, could increase our costs to operate and maintain our facilities by requiring that we, among other things, measure and report our emissions, install new emission controls on our facilities, acquire allowances to authorize our GHG emissions, pay any fees or taxes related to our GHG emissions and administer and manage a GHG emissions program. We may be unable to include some or all of such increased costs in the rates charged by our pipelines or other facilities, and any such recovery may depend on events beyond our control, including the outcome of future rate proceedings before the FERC or state regulatory agencies and the provisions of any final legislation or implementing regulations. Any GHG emissions legislation or regulatory programs applicable to power plants or refineries could also increase the cost of consuming, and thereby adversely affect demand for the crude oil and natural gas that we produce. Consequently, legislation and regulatory programs to reduce GHG emissions could have an adverse effect on our business, financial condition and results of operations.
28
Table of Contents
It is not possible at this time to predict with any accuracy the structure or outcome of any future legislative or regulatory efforts to address such emissions or the eventual costs to us of compliance.
Furthermore, there have been efforts in recent years to influence the investment community, including investment advisors and certain sovereign wealth, pension and endowment funds promoting divestment of fossil fuel equities and pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves. Such environmental activism and initiatives aimed at limiting climate change and reducing air pollution could interfere with our business activities, operations and ability to access capital. In addition, claims have been made against certain energy companies alleging that GHG emissions from crude oil and natural gas operations constitute a public nuisance under federal and/or state common law. As a result, private individuals or public entities may seek to enforce environmental laws and regulations against us and could allege personal injury, property damages, or other liabilities. While our business is not a party to any such litigation, we could be named in actions making similar allegations. An unfavorable ruling in any such case could adversely impact our business, financial condition and results of operations.
Moreover, climate change may be associated with extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes and snow or ice storms, as well as rising sea levels. Another possible consequence of climate change is increased volatility in seasonal temperatures. Some studies indicate that climate change could cause some areas to experience temperatures substantially hotter or colder than their historical averages. Extreme weather conditions can interfere with our production and increase our costs and damage resulting from extreme weather may not be fully insured. However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations.
Safety and Security Regulations
Our crude oil pipelines are subject to construction, installation, operation and safety regulation by the U.S. Department of Transportation (“DOT”) Pipeline and Hazardous Materials Safety Administration, or PHMSA, and various other federal, state and local agencies under various provisions of Title 49 of the United States Code and comparable state statutes. Congress has enacted several pipeline safety acts over the years. The Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (the “Pipeline Safety Act”) provides for regulation of the nation’s pipelines, penalties for violations of pipeline safety rules, and other DOT matters. The Pipeline Safety Act currently provides for significant financial penalties involving non-compliance with DOT regulations. In addition, the Pipeline Safety Act includes additional safety requirements for newly constructed pipelines. In June 2016, Congress approved new pipeline safety legislation, the “Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016,” or the 2016 PIPES Act, which provides the PHMSA with additional authority to address imminent hazards by imposing emergency restrictions, prohibitions, and safety measures on owners and operators of gas or hazardous liquids pipeline facilities. In December 2020, the “Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020,” or the 2020 PIPES Act, was signed into law. The 2020 PIPES Act extends the PHMSA’s statutory mandate through 2023. It continues the legislative mandates that were established in the 2016 PIPES Act and creates new regulatory mandates, including, among other things: (i) requiring regulations prescribing the applicability of pipeline safety requirements to idled natural gas transmission and hazardous liquids pipelines; (ii) the creation of new leak detection and repair programs that impact certain natural gas gathering, transmission, and distribution lines; and (iii) necessitating updates to gas pipeline and hazardous liquid pipeline facility inspection and maintenance plans.
The PHMSA administers pipeline safety requirements for natural gas and hazardous liquid pipelines pursuant to detailed regulations set forth in 49 C.F.R. Parts 190 to 199. These regulations, among other things, address pipeline integrity management and pipeline operator qualification rules and specify how companies should assess, evaluate, validate and maintain the integrity of pipeline segments that, in the event of a release, could impact High Consequence Areas, or HCAs, which include populated areas, unusually sensitive areas and commercially navigable waterways. We are subject to the PHMSA Integrity Management, or IM, regulations, which require that we perform baseline assessments of all pipelines that could affect a HCA, and to continually assess all pipelines at specified intervals to periodically evaluate the integrity of each pipeline segment that could affect a HCA. The integrity of these pipelines must be assessed by internal inspection, pressure test, or equivalent alternative new technology. We must also abide by an Integrity Management Plan, or IMP, that details the risk assessment factors, the overall risk rating for each segment of pipe, a schedule for completing the integrity assessment, the methods to assess pipeline integrity, and an explanation of the assessment methods selected. No assurance can be given that the cost of testing and the required rehabilitation identified will not be material costs to us that may not be fully recoverable by tariff increases.
The PHMSA has issued a number of rulemakings in response to the Pipeline Safety Act, the 2016 PIPES Act, and the 2020 PIPES Act, as well as prior statutes, concerning pipeline safety that impact our pipeline facilities. Over the past several years, the PHMSA adopted additional regulations for natural gas and hazardous liquid pipeline safety. In particular, on October 1, 2019, the PHMSA published final rules to expand its IM requirements and impose new pressure testing requirements on regulated pipelines, including certain segments outside HCAs that became effective on July 1, 2020. Among other things, the rules require all hazardous liquid pipelines in or affecting an HCA to be capable of accommodating in-line inspection tools
29
Table of Contents
within the next 20 years. In addition, the final rule imposes inspection requirements on pipelines in areas affected by extreme weather events and natural disasters, such as hurricanes, landslides, floods, earthquakes, or other similar events that are likely to damage infrastructure. The rules also extend reporting requirements to certain previously unregulated hazardous liquid gravity and rural gathering lines. Many of the requirements will be phased in over an extended compliance schedule. Also, on November 15, 2021, the PHMSA published a final rule extending reporting requirements to all onshore gas gathering operators and establishing a set of minimum safety requirements for certain gas gathering pipelines with large diameters and high operating pressures. On December 27, 2021, the PHMSA published an Interim Final Rule that designates the Great Lakes, coastal beaches, and marine coastal waters as “Unusually Sensitive Areas,” extending more stringent IMP requirements to hazardous liquid pipelines near such areas. Additional final rules were announced in 2022, including a final rule regarding the installation of rupture-mitigation valves, published on April 8, 2022. Further, on August 24, 2022, the PHMSA published a final rule strengthening integrity management requirements for onshore gas transmission lines, bolstering corrosion control standards and repair criteria, and imposing new requirements for inspections after extreme weather events. On May 18, 2023, PHMSA published a proposed rule to reduce methane emissions from new and existing gas pipelines, underground natural gas storage facilities, and liquefied natural gas facilities. Significant expenses could be incurred in the future if additional safety measures are required or if safety standards are raised and exceed the current pipeline control system capabilities.
We have developed a Risk Management Plan required by the PHMSA as part of our IMP. This plan is intended to minimize the offsite consequences of catastrophic spills. As part of this program, we have developed a mapping program. This mapping program identified HCAs and unusually sensitive areas along the pipeline right-of-ways in addition to mapping of shorelines to characterize the potential impact of a spill of crude oil on waterways.
Our crude oil, refined products and soda and sulfur services operations are also subject to the requirements of OSHA and comparable state statutes. Various other federal and state regulations require that we train all operations employees in Hazardous Communication (“HAZCOM”) and disclose information about the hazardous materials used in our operations. Certain information must be reported to employees, government agencies and local citizens upon request.
In most cases, states are responsible for enforcing the federal regulations and more stringent state pipeline regulations and inspection with respect to intrastate hazardous liquids pipelines, including crude oil and natural gas pipelines. In practice, states vary considerably in their authority and capacity to address pipeline safety. The Railroad Commission recently updated its pipeline safety regulations consistent with PHMSA requirements, effective September 13, 2021. We do not anticipate any significant problems in complying with applicable state laws and regulations in those states in which we operate.
Our trucking operations are licensed to perform both intrastate and interstate motor carrier services. As a motor carrier, we are subject to certain safety regulations issued by the DOT. The trucking regulations cover, among other things, driver operations, log book maintenance, truck manifest preparations, safety placard placement on the trucks and trailer vehicles, drug and alcohol testing, operation and equipment safety and many other aspects of truck operations. We are also subject to OSHA with respect to our trucking operations.
The USCG regulates occupational health standards related to our marine operations. Shore-side operations are subject to the regulations of OSHA and comparable state statutes. The Maritime Transportation Security Act requires, among other things, submission to and approval of the USCG of vessel security plans.
Since the terrorist attacks of September 11, 2001, the U.S. Government has issued numerous warnings that energy assets could be the subject of future terrorist attacks. We have instituted security measures and procedures in conformity with federal guidance. We will institute, as appropriate, additional security measures or procedures indicated by the federal government. None of these measures or procedures should be construed as a guarantee that our assets are protected in the event of a terrorist attack.
On May 27, 2021, the Department of Homeland Security’s Transportation Security Administration (“TSA”) announced Security Directive Pipeline-2021-01 that requires us, as a critical pipeline owner, to report confirmed and potential cybersecurity incidents to the DHS Cybersecurity and Infrastructure Security Agency (“CISA”) and to designate a Cybersecurity Coordinator. It also requires us and the third-party operators of our assets to review current practices as well as to identify any gaps and related remediation measures to address cyber-related risks and report the results to TSA and CISA within 30 days. We designated a Cybersecurity Coordinator, developed a plan to comply with mandatory reporting timeframes and completed the vulnerability assessment required under this directive in 2021. On July 20, 2021, the TSA issued a second Security Directive. Then, on July 27, 2022, a third TSA-issued Security Directive took effect. We have evaluated the impacts of this second directive to our pipeline business and have made significant progress in compliance. See “Compliance with and changes in cybersecurity requirements has a cost impact on our business, and failure to comply with such laws and regulations could have an impact on our assets, costs, revenue generation and growth opportunities.”
30
Table of Contents
Available Information
We make available free of charge on our internet website (www.genesisenergy.com) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. These documents are also available at the SEC’s website (www.sec.gov). Additionally, on our internet website we make available our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter and Governance, Compensation and Business Development Committee Charter. Information on our website is not incorporated into this Form 10-K or our other securities filings and is not a part of this Form 10-K or our other securities filings.
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The occurrence of any of the following risks or of unknown risks and uncertainties may adversely affect our business, operating results and financial condition.
Risk Factors Summary
Risks Related to the Operations of Our Business
•We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions.
•We may not have sufficient cash from operations after the establishment of cash reserves and payment of fees and expenses to pay the current level of quarterly distributions.
•Our profitability and cash flow are dependent on our ability to increase or, at a minimum, maintain our current commodity (crude oil, natural gas, refined products, soda ash, NaHS and caustic soda) volumes, which often depend on actions and commitments by parties beyond our control.
•Many of our crude oil and natural gas transportation customers are producers whose drilling activity levels and spending for transportation have historically been, and may continue to be, impacted by volatility in the commodity markets.
•Fluctuations in prices for crude oil, natural gas, refined petroleum products, NaHS, soda ash and caustic soda could adversely affect our business.
Risks Related to Liquidity and Financing
•Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our unitholders.
•We may not be able to access adequate capital (debt and/or equity) on economically viable terms, or any terms.
•The IRA could accelerate the transition to a low carbon economy away from oil and gas.
•Inflationary pressures and associated changes in monetary policy have increased and may further increase our operating costs, which in turn have caused and may continue to cause our capital expenditures and operating costs to rise.
•Non-traditional investment criteria used by many investors may diminish investor interest in us and reduce the value of our common units and our access to capital.
Risks Related to Legal and Regulatory Compliance
•Our operations are subject to federal, state and local environmental protection and safety laws and regulations.
•Climate change legislation and regulatory initiatives may decrease demand for the products we store, transport and sell and increase our operating costs.
•Changes in environmental laws could increase costs and harm our business, financial condition and results of operations.
•Compliance with and changes in cybersecurity requirements have a cost impact on our business.
•We are subject to regulatory and economic risks associated with doing business outside of the United States.
Risks Related to Our Partnership Structure
•Individual members of the Davison family can exert significant influence over us and may have conflicts of interest with us and may be permitted to favor their interests to the detriment of our other unitholders.
•Our Class B Common Units may be transferred to a third party without unitholder consent, which could affect our strategic direction.
•The interruption of distributions to us from our subsidiaries and joint ventures could affect our ability to make payments on indebtedness or cash distributions to our unitholders.
31
Table of Contents
•We do not have the same flexibility as other types of organizations to accumulate cash and equity to protect against illiquidity in the future.
Tax Risks to Our Unitholders
•Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as us not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation (for U.S. federal income tax purposes) or if we were to become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution to our unitholders could be substantially reduced.
•Our unitholders will be required to pay taxes on income (as well as deemed distributions, if any) from us even if they do not receive any cash distributions from us.
•Our unitholders will likely be subject to state and local taxes in states where they do not live as a result of an investment in our units.
General Risks
•We are exposed to the credit risk of our customers in the ordinary course of our business activities.
•A natural disaster, pandemic, epidemic, accident, terrorist attack or other interruption event could result in an economic slowdown, severe personal injury, property damage and/or environmental damage, which could curtail our operations or otherwise adversely affect our assets and cash flow.
•We cannot predict the impact of international military conflicts and the related humanitarian crisis on the global economy, energy markets, geopolitical stability and our business.
•Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.
•Our significant unitholders may sell units or other limited partner interests in the trading market, which could reduce the market price of our common units.
•We may issue additional common units without unitholders’ approval, which would dilute their ownership interests.
Risks Related to the Operations of Our Business
We may not be able to fully execute our growth strategy due to various factors, such as unreceptive capital markets and/or excessive competition for acquisitions.
Our strategy contemplates growth through the development and acquisition of a wide range of midstream and other infrastructure and mining assets while maintaining a strong balance sheet. This strategy includes constructing and acquiring additional assets and businesses to enhance our ability to compete effectively, diversify our asset portfolio and, thereby, provide more stable cash flow. We regularly consider and enter into discussions regarding additional potential joint ventures, stand-alone projects and other transactions that we believe will present opportunities to realize synergies, increase our market position and, ultimately, increase distributions to our unitholders. A number of factors could adversely affect our ability to execute our growth strategy, including an inability to raise adequate capital on acceptable terms, competition from competitors and/or an inability to successfully integrate one or more acquired businesses into our operations.
We will need new capital to finance the future development and acquisition of assets and businesses. Limitations on our access to capital will impair our ability to execute this strategy. Expensive capital will limit our ability to develop or acquire accretive assets. Although we intend to continue to expand our business, this strategy may require substantial capital, and we may not be able to raise the necessary funds on satisfactory terms, if at all.
In addition, we experience competition for the assets we purchase or contemplate purchasing. Increased competition for a limited pool of assets could result in our not being the successful bidder more often or our acquiring assets at a higher relative price than that which we have paid historically. Either occurrence would limit our ability to fully execute our growth strategy. Our ability to execute our growth strategy may impact the market price of our securities.