Genesis Energy, L.P. (GEL) 2024年年度報告「AMEX」.pdf

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1、 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2024 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commis

2、sion file number 1-12295 GENESIS ENERGY,L.P.(Exact name of registrant as specified in its charter)Delaware 76-0513049(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)811 Louisiana,Suite 1200,Houston,TX77002(Address of principal executive offices)(Zip cod

3、e)Registrants telephone number,including area code:(713)860-2500Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon UnitsGELNYSESecurities registered pursuant to Section 12(g)of the Act:NONE Indicate by check m

4、ark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes o No xIndicate by check mark whether the registrant(1)has filed

5、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.Yes x No oIndicate by

6、 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

7、 such files).Yes x No oIndicate 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

8、“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerxAccelerated filerNon-accelerated filer Smaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for c

9、omplying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporti

10、ng 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 th

11、e filing reflect the correction of an error to previously issued financial statements.Table of Contents 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 registrants executive office

12、rs 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 xThe aggregate market value of the Class A common units held by non-affiliates of the Registrant on June 28,2024(the last busin

13、ess day of Registrants most recently completed second fiscal quarter)was approximately$1,493.9 million based on$14.31 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 determ

14、ination should not be deemed an admission that such executive officers and directors are affiliates.On February 28,2025,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.2024 FORM 10-K ANNUAL REPORTTable of Contents P

15、agePart IItem 1Business6Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments47Item 1C.Cybersecurity47Item 2.Properties48Item 3.Legal Proceedings61Item 4.Mine Safety Disclosures61Part IIItem 5.Market for Registrants Common Equity,Related Unitholder Matters and Issuer Purchases of Equity Securities

16、62Item 6.Selected Financial Data63Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk88Item 8.Financial Statements and Supplementary Data89Item 9.Changes in and Disagreements With Accountants

17、on Accounting and Financial Disclosure89Item 9A.Controls and Procedures89Item 9B.Other Information91Part IIIItem 10.Directors,Executive Officers and Corporate Governance91Item 11.Executive Compensation97Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Mat

18、ters106Item 13.Certain Relationships and Related Transactions,and Director Independence107Item 14.Principal Accountant Fees and Services108Part IVItem 15.Exhibits and Financial Statement Schedules109Item 16.Form 10-K Summary112Table of Contents 2DefinitionsUnless the context otherwise requires,refer

19、ences 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.Unless the context otherwise requires,references made in this annual report to our“Alkali Business”as defined below in Item 1.“Business”

20、relate specifically to the period of our ownership of such business prior to the date of sale,February 28,2025.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,u

21、sed 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.

22、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,n

23、ormal 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

24、 the ground.FORWARD-LOOKING INFORMATIONThe 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 developme

25、nts 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 ar

26、e 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,

27、”“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

28、 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 materia

29、lly 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 inc

30、lude,among others:Table of Contents 3demand for,the supply of,our assumptions about,changes in forecast data for,and price trends related to crude oil,liquid petroleum,natural gas,NaHS,and caustic soda,all of which may be affected by economic activity,capital expenditures and operational and technic

31、al issues experienced by energy producers,weather,alternative energy sources,international conflicts and international events(including the war in Ukraine,the Israel and Hamas war and broader geopolitical tensions in the Middle East and Eastern Europe),global pandemics,inflation,the actions of OPEC(

32、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

33、 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 busi

34、nesses into our existing operations;service interruptions in our pipeline transportation systems,processing operations or mining facilities,including interruptions due to adverse weather events;shutdowns or cutbacks at refineries,petrochemical plants,utilities,individual plants or other businesses f

35、or which we transport crude oil,petroleum,natural gas 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 qualifyi

36、ng 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 America or otherwise;the effects of future laws and regulations;planned capital expenditures and availability of

37、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 t

38、he 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

39、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 re

40、duce 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,i

41、nternational military conflicts(such as the war in Ukraine,the Israel and Hamas war and broader geopolitical tensions in the Middle East and Eastern Europe),global pandemics,epidemics,accidents or terrorism,and actions taken by governmental authorities and other third parties in response thereto,on

42、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

43、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 th

44、ese could have on our unit price;andTable of Contents 4a cyberattack involving our information systems and related infrastructure,or that of our business associates.You should not put undue reliance on any forward-looking statements.When considering forward-looking statements,please review the risk

45、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 la

46、ws,we do not intend to update these forward-looking statements and information.Table of Contents 5PART IItem 1.BusinessGeneralWe are a growth-oriented master limited partnership(“MLP”)formed in Delaware in 1996 focused on the midstream segment of the crude oil and natural gas industry as well as,pri

47、or to February 28,2025(see“Recent Developments”for further discussion of our recent sale of our Alkali Business as defined below),the production of natural soda ash.Our common units are traded on the New York Stock Exchange(“NYSE”),under the ticker symbol“GEL.”We are a provider of an integrated suit

48、e of midstream services(including transportation,storage,sulfur removal,blending,terminaling and processing)for a large area of the Gulf of America and the Gulf Coast region of the crude oil and natural gas industry.We provide an integrated suite of services to crude oil and natural gas producers,re

49、finers,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,rail unloading facilities,barges and other vessels,and trucks.Prior to February 28,2025,our bus

50、iness also included 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 bui

51、lding 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.We manage our businesses through the followi

52、ng four divisions that constitute our reportable segments:Offshore pipeline transportation,including the transportation and processing of crude oil and natural gas in the Gulf of America;Soda and sulfur services involving trona and trona-based exploring,mining,processing,soda ash production,marketin

53、g,logistics and selling activities,as well as the processing of high sulfur(or“sour”)gas streams for refineries to remove the sulfur,and selling the related by-product,sodium hydrosulfide(or“NaHS,”commonly pronounced“nash”);Marine transportation to provide waterborne transportation of petroleum prod

54、ucts(primarily fuel oil,asphalt and other heavy refined products)and crude oil throughout North America;andOnshore facilities and transportation,including terminaling,blending,storing,marketing,and transporting crude oil and petroleum products.For additional information regarding our reportable segm

55、ents,see discussion below entitled“Description of Segments and Related Assets.”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,h

56、as 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 t

57、he economic equity interests in us.Table of Contents 6The following chart depicts our organizational structure at December 31,2024.Our Objectives and StrategiesOur primary objectives are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet,while ne

58、ver wavering from our commitment to safe and responsible operations.We believe the following are critical to meet our objectives:New and increased volumes on our existing offshore assets in the Gulf of America through long-term contracted commercial opportunities that require minimal to no additiona

59、l investment from us,including continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community.New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of America,including the Shenandoah developm

60、ent,which will tie into our SYNC Pipeline(defined and discussed further below under“Recent Developments”)and further downstream to our Cameron Highway oil pipeline system(“CHOPS Pipeline”),and the Salamanca Floating Production System(“FPS”),which will tie into our existing Southeast Keathly Canyon p

61、ipeline system(“SEKCO Pipeline”)for further transportation downstream to our Poseidon oil pipeline system(“Poseidon Pipeline”).These developments and their associated volumes are expected to come online in the first half of 2025.The completion of our current major growth capital spending program in

62、the first half of 2025(including our SYNC Pipeline and the expansion of our existing CHOPS Pipeline,both of which are discussed further below under“Recent Developments”)combined with our recent evaluation and initiative to look for efficiencies and cost savings throughout our businesses.These strate

63、gies will allow us to maximize our cash flow after our existing cash obligations and focus on returning value to our capital structure.Business StrategyOur primary business strategy is to provide an integrated suite of services to crude oil and natural gas producers and refiners,and provide NaHS and

64、 caustic soda to industrial and commercial enterprises.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 inc

65、reasingly 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;Table of Contents 7Optimizing our existing assets and creating synergies through additional co

66、mmercial 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

67、 asset and business acquisitions)that leverage our core competencies and strengths and further integrate our businesses;andFocusing on health,safety and environmental stewardship,and advancement of our sustainability program.Financial StrategyWe believe that preserving financial flexibility is an im

68、portant 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 cap

69、ital 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

70、 costs and risks through joint ventures and strategic alliances;andPursue divestitures that support our deleveraging objective.Competitive StrengthsWe believe we are well positioned to execute our strategies and ultimately achieve our objectives due primarily to the following competitive strengths:O

71、ur businesses encompass a balanced,diversified portfolio of customers,operations and assets.We operate four business segments composed of a diversified suite of assets that enable us to provide a number of services primarily to crude oil and natural gas producers,refiners,and provide NaHS and causti

72、c soda to industrial and commercial enterprises.Our businesses 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.Certain of our businesses are

73、 among the leaders in each of their respective markets,have long commercial lives,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

74、largest pipeline networks(based on throughput capacity)in the Deepwater area of the Gulf of America,an area that produced approximately 13%of the oil produced in the U.S.during 2024.We are one of the largest producers and marketers(based on tons produced)of NaHS in North and South America.We are one

75、 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 liquidit

76、y.As of December 31,2024,we had$604.5 million of availability under our$900.0 million senior secured credit facility,subject to compliance with our covenants,including up to$187.8 million available under the$200.0 million petroleum products inventory loan sublimit and$45.5 million available for lett

77、ers of credit.Our inventory borrowing base was$12.2 million at December 31,2024.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

78、us to generate relatively stable cash flows from operations.We have limited direct commodity price risk exposure in our crude oil marketing business and cost exposure in our NaHS business.The volumes of crude oil,refined products or intermediate feedstocks we purchase are either subject to back-to-b

79、ack sales contracts or are hedged with exchange-traded derivatives to limit our direct exposure to movements in the price of the commodity;however,we cannot completely eliminate commodity price exposure.We have a risk management policy that requires us to monitor the effectiveness of the hedges as w

80、ell 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.Table of Contents 8Our offshore Gulf of America crude

81、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 capi

82、tal 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 America.Our expertise and reputation for high performance standards and quality enable us to provide refiners with economic an

83、d 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 ongo

84、ing 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 unl

85、oading 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

86、 a fleet of barges and boats used to provide transportation services to both inland and offshore customers within a large North American geographic footprint.All of our vessels operate under the U.S.flag and are qualified for U.S.coastwise trade under the Jones Act.We have an experienced,knowledgeab

87、le 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.

88、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 DevelopmentsThe following is a brief listing of d

89、evelopments since December 31,2023.Additional information regarding most of these items may be found elsewhere in this report.Sale of our Alkali BusinessOn February 28,2025 we completed the sale of our Alkali Business to an indirect affiliate of WE Soda Ltd.for a gross purchase price of$1.425 billio

90、n.We received cash of approximately$1.039 billion,which reflects the net proceeds after the assumption of our outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd,amongst other purchase price adjustments.We used a portion of the cash proceeds to pay down the outstanding ba

91、lance on our senior secured credit facility on February 28,2025,and anticipate using the remaining cash proceeds to redeem a portion of our outstanding senior unsecured notes,repurchase certain of our outstanding Class A convertible preferred units,and for general partnership purposes.Credit Facilit

92、y AmendmentOn July 19,2024,we entered into the Seventh Amended and Restated Credit Agreement to replace our Sixth Amended and Restated Credit Agreement,which provides for a$900 million senior secured revolving credit facility and matures on September 1,2028,subject to extension at our request for on

93、e additional year on up to two occasions and subject to certain conditions,unless:(i)if more than$150 million of our 8.000%senior notes due January 15,2027(the“2027 Notes”)remain outstanding as of October 16,2026,the credit agreement matures on such date;and(ii)if more than$150 million of our 7.750%

94、senior notes due February 1,2028(the“2028 Notes”)remain outstanding as of November 2,2027,the credit agreement matures on such date.On December 11,2024 we entered into the First Amendment to the Seventh Amended and Restated Credit Agreement(as amended,the“credit agreement”),which resulted in several

95、 changes to the credit agreement terms including(i)an increase of the maximum consolidated leverage ratio covenant from 5.50 to 1.00 to 5.75 to 1.00 for the fiscal quarters ending December 31,2024 through September 30,2025,returning to 5.50 to 1.00 thereafter and(ii)changes to the minimum consolidat

96、ed interest coverage ratio covenant from 2.40 to 1.00 to(A)2.00 to 1.00 for the fiscal quarters ending December 31,2024 through December 31,2025,(B)2.25 to 1.00 for the fiscal quarters ending March 31,2026 through December 31,2026,and(C)2.50 to 1.00 at any time thereafter.Table of Contents 9In conne

97、ction with the sale of our Alkali Business discussed above,we also entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement.This amendment provides for:(i)a reduction from$900 million to$800 million of total borrowing capacity under our senior secured credit facility;(i

98、i)unlimited cash netting against our outstanding debt for purposes of our Consolidated Leverage calculation if our credit facility is undrawn at the end of a reporting period,otherwise a maximum netting of$25 million is allowed;and(iii)an increased permitted investment basket under certain circumsta

99、nces that will allow us to opportunistically purchase existing private or public securities across our capital structure.Senior Unsecured Notes Issuance and Related TransactionsOn May 9,2024,we issued$700 million in aggregate principal amount of 7.875%senior unsecured notes due May 15,2032(the“2032

100、Notes”).The issuance of our 2032 Notes generated net proceeds of approximately$688 million,net of issuance costs incurred.The net proceeds were used to redeem all of our existing 6.250%senior unsecured notes due May 15,2026(the“2026 Notes”),$339.3 million aggregate amount of which were outstanding,a

101、nd pay the related accrued interest.The remaining proceeds were used to repay a portion of the borrowings outstanding under our senior secured credit facility and for general partnership purposes.On December 19,2024,we issued$600 million in aggregate principal amount of 8.000%senior unsecured notes

102、due May 15,2033(the“2033 Notes”).The issuance of our 2033 Notes generated net proceeds of approximately$589 million,net of issuance costs incurred.We used the net proceeds to purchase$575.0 million of our existing 2027 Notes(including principal and tender premium)that were validly tendered.Offshore

103、Growth Commitments and Capital ProjectsDuring 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

104、 day.In conjunction with these agreements,we are expanding the current capacity of our 64%owned CHOPS Pipeline(the“CHOPS expansion”)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 footp

105、rint in the Gulf of America.The CHOPS expansion includes a complete overhaul of the Garden Banks 72 platform(“GB-72”)topside facilities,reconnection of the CHOPS Pipeline to the GB-72 platform,and the addition of pumps at both the High Island A5(“HI-A5”)and GB-72 platforms to upgrade processing capa

106、bilities and increase throughput.We have successfully laid the 105 miles of SYNC Pipeline and plan to connect it to the Shenandoah FPS when it arrives to its final location in the Gulf of America in the first half of 2025.During the fourth quarter of 2024,we completed the overhaul of the GB-72 topsi

107、de facilities and reconnected the CHOPS Pipeline to the GB-72 platform.We plan to complete the installation of additional pumps at the GB-72 platform in the first half of 2025.Additionally,in 2023 and 2024,we entered into several additional definitive agreements with existing producers to further co

108、mmit the volumes transported on our offshore pipeline infrastructure(including our SYNC Pipeline and 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 un

109、der our credit agreement throughout the construction period.Market UpdateOver 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,int

110、ernational 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.Managements estimates are based on numerous assumptions about future operations an

111、d 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

112、 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

113、 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.”Table of Contents 10Description of Segments and Related AssetsWe c

114、onduct 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,prior to

115、February 28,2025,soda ash production,marketing,logistics 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 Tra

116、nsportationWe conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment,which focuses on providing a suite of services to integrated and large independent energy companies who make intens

117、ive capital investments(often in excess of a billion dollars)to develop large-reservoir,long-lived crude oil and natural gas properties located primarily offshore Texas,Louisiana and Mississippi.The Gulf of America is one of the most active drilling and development regions in the U.S.representing ap

118、proximately 13%of the crude oil production in the U.S.during 2024.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

119、 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 that are currently operating(a number of which pipeline systems are substantial and/or strategicall

120、y located)include approximately 1,431 miles of pipe with an aggregate design capacity of approximately 1,944 MMbls/day.For example,we own a 64%interest in the Poseidon Pipeline,and a 64%interest in the CHOPS Pipeline,which are two of the largest crude oil pipelines(in terms of both length and design

121、 capacity)located in the Gulf of America.We also own 100%of the 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 America.Our interests in operating offshore natural gas pipeline systems a

122、nd 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.

123、Additionally,we own an interest in a number of junction and service platforms in the Gulf of America,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 measur

124、ement 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

125、 both the energy transition and lower carbon world as barrels produced from the Gulf of America are some of the least emission intensive barrels,from reservoir to refinery,of any barrel refined by Gulf Coast refineries(including shipping).Table of Contents 11Offshore Crude Oil and Natural Gas Pipeli

126、nesWe own interests in several crude oil and natural gas pipelines and related infrastructure located offshore in the Gulf of America.The table below reflects our interests in our operating offshore crude oil pipelines:Offshore crude oil pipelinesOperatorSystem MilesDesign Capacity(Bbls/day)(1)Inter

127、est OwnedThroughput(Bbls/day)100%basis(1)Throughput(Bbls/day)net to ownership interestMain Lines CHOPS PipelineGenesis 380 500,000 64%286,160 183,142 Poseidon PipelineGenesis 367 490,000 64%278,347 178,142 Odyssey PipelineShell Pipeline 120 200,000 29%67,810 19,665 Eugene Island Pipeline and OtherGe

128、nesis/Shell Pipeline 184 39,000 29%1,605 1,605 Total 1,051 1,229,000 633,922 382,554 Lateral Lines(2)SEKCO PipelineGenesis 149 115,000 100%SYNC Pipeline(3)Genesis 105 240,000 100%Shenzi Crude Oil PipelineGenesis 83 230,000 100%Allegheny Crude Oil PipelineGenesis 40 140,000 100%Marco Polo Crude Oil P

129、ipelineGenesis 37 120,000 100%Constitution Crude Oil PipelineGenesis 67 80,000 100%TarantulaGenesis 4 30,000 100%(1)Capacity figures presented represent 100%of the design capacity as of December 31,2024 and throughput figures represent 100%of the volumes in the period;except for Eugene Island,which

130、represents our net capacity and volumes in the undivided interest(29%)in that system.Ultimate capacities can vary primarily as a result of crude oil quality,pressure requirements,installed pumps,related facilities,utilization of drag reducing agents and the viscosity of the crude oil actually moved.

131、(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.(3)As noted above,we have successfully laid the 105 miles of SYNC Pipeline and plan to conn

132、ect it to the Shenandoah FPS when it arrives to its final location in the Gulf of America in the first half of 2025.CHOPS Pipeline.CHOPS Pipeline is comprised of 24-to 30-inch diameter pipelines designed to deliver crude oil from fields in the Gulf of America to refining markets along the Texas Gulf

133、 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.Th

134、e 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 America to other pipelines and terminals onshore and offshore Louisiana.An affiliate of Shell owns the remaining 36%interest in Poseidon Oil Pipelin

135、e 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 America to other pipelines and terminals onshore Louisiana.An affiliate of Shell owns the remaining 71%interest in Odyssey Pi

136、peline,LLC(“Odyssey”).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 America to other pipelines and Table of Contents 12onshore terminals in Loui

137、siana.Other owners in Eugene Island include affiliates of Exxon Mobil and Shell Oil Company.SEKCO Pipeline.The SEKCO Pipeline is a deepwater pipeline currently serving the Buckskin oil,Hadrian North oil and Lucius oil and natural gas production areas located in the southern Keathley Canyon area of t

138、he Gulf of America.Southeast Keathley Canyon Pipeline Company,LLC(“SEKCO”)has crude oil transportation agreements with various Gulf of America producers who have dedicated their production from the Buckskin,Hadrian North and Lucius production areas to the SEKCO Pipeline for the life of their reserve

139、s.The SEKCO Pipeline will be directly connected to the Salamanca FPS,which is anticipated for first production in the first half of 2025.SYNC Pipeline.The SYNC pipeline is a newly constructed approximately 105-mile,20”diameter crude oil pipeline that will connect to the Shenandoah FPS located in the

140、 Walker Ridge area of the Gulf of America to our CHOPS Pipeline and Poseidon Pipeline.We have successfully laid the 105 miles of SYNC Pipeline and plan to connect it to the Shenandoah FPS when it arrives to its final location in the Gulf of America in the first half of 2025.Shenzi Pipeline.The Shenz

141、i Pipeline delivers crude oil from the Shenzi production field located in the Green Canyon area of the Gulf of America offshore Louisiana as well as from the Kings Quay FPS,which supports the Khaleesi,Mormont and Samurai field developments,to the CHOPS Pipeline and Poseidon Pipeline.Allegheny Pipeli

142、ne.The Allegheny Pipeline connects the Allegheny and South Timbalier 316 platforms in the Green Canyon area of the Gulf of America 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

143、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 America to either the CHOPS Pipeline o

144、r 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:Offshore natural gas pipelinesOperatorSystem MilesDesign Capac

145、ity(MMcf/day)(1)Interest OwnedHigh Island Offshore SystemGenesis 238 500 100%Anaconda Gathering SystemGenesis 183 300 100%Green Canyon LateralsGenesis 5 108 100%Manta Ray Offshore Gathering SystemEnbridge 237 800 25.7%Nautilus SystemEnbridge 101 600 25.7%Total 764 2,308(1)Capacity figures presented

146、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 America to the Kinetica Energy Express.HIOS includes 152 miles of p

147、ipeline 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 gat

148、hers natural gas from producing fields located in the Green Canyon area in the Gulf of America,as well as the Kings 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 t

149、hat 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 America for

150、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 Loui

151、siana.Table of Contents 13Offshore Hub PlatformsOffshore 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)con

152、duct 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

153、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

154、 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

155、customers.The table below reflects our interests in our operating offshore hub platforms:Offshore hub platformOperatorWater Depth(Feet)Natural Gas Capacity(MMcf/day)(1)Crude Oil Capacity(Bbls/day)(1)Interest OwnedMarco Polo Occidental 4,300 300 120,000 100%East Cameron 373Genesis 441 195 3,000 100%T

156、otal 495 123,000(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 America.East Cameron.The E

157、ast Cameron 373 platform has the ability to process production from the Garden Banks and East Cameron areas of the Gulf of America.CustomersDue to the intensive capital requirements of exploring for and developing crude oil properties in the deepwater regions of the Gulf of America,most of our offsh

158、ore 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,pu

159、rsuant to which the pipeline acquires possession(and,sometimes,title)from its customer of the relevant production at a specified location(often a producers platform or at another interconnection)and redelivers possession(and title,if applicable)to such customer of an equivalent volume at one or more

160、 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.CompetitionOur principal competition in our

161、 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,ava

162、ilable 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 su

163、bject 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 ServicesOur soda and sulfur services segment consists of our Alkali B

164、usiness and our sulfur services business as discussed in further detail below.Table of Contents 14Alkali BusinessPrior to February 28,2025,our Alkali Business produced and provided our natural soda ash to a variety of industries such as flat glass,container glass,detergent,solar panel and lithium pr

165、oducers 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 absor

166、ptive and water softening properties.We produced our products from trona,which we mined at two sites in the Green River Basin in Wyoming.Our Alkali Business owned and operated soda ash production facilities,underground trona ore mines and brine(solution)mining operations and related equipment,logist

167、ics and other assets.All of our Alkali Business mining and processing activities were conducted at its“Westvaco”and“Granger”facilities near Green River,Wyoming.See further detail in Item 2.“Properties.”Our Westvaco and Granger facilities had a design capacity to produce approximately 4.75 million to

168、ns of soda ash and downstream specialty products per year.All mining and processing activities related to our products took place in our facilities located in the Green River Basin.Our Alkali Business included the following:Dry Mining of Trona OreTrona ore is dry mined underground at our Westvaco fa

169、cility 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 minin

170、g 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.Seconda

171、ry Recovery Brine(Solution)MiningWe 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

172、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

173、 systems are used to pump the enriched brine to the surface for processing.Processing of Trona into Finished Alkali ProductsOur Sesqui and Mono plants,located at our Westvaco site,convert dry-mined trona ore into soda ash.Crushing,dissolution in water,filtration,and crystallization techniques are us

174、ed 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 plan

175、t,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

176、 buffer in animal feed formulations and in cleaning and personal care applications.Brine(solution)mined trona is converted into dense soda ash in our evaporation,lime,decahydrate crystallization,and monohydrate crystallization(“ELDM”)operation at the Westvaco site and at our Granger facility.The ste

177、ps 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 locatio

178、ns for use as feedstocks for production of sodium bicarbonate and 50%caustic soda(NaOH).Marketing,Sale and Distribution of Alkali ProductsPrior to February 28,2025,we sold our soda ash products and other alkali products to customers in the U.S.,Canada,the U.K.,and the South African Customs Union,and

179、 in all other markets,we sold soda ash exclusively through American Natural Soda Ash Corporation(“ANSAC”).All of our alkali products were 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 termina

180、l in Portland,Oregon,where it was loaded onto ocean-going vessels to be sold and delivered to our other customers.We operated a fleet of approximately 4,100 covered hopper cars used to transport over 94%of the alkali products from the Green River facilities via a single rail line owned and operated

181、by Union Pacific Railroad.We leased these railcars from banks and leasing companies under agreements with varying term-lengths.We recovered a portion of the costs of leasing through mileage credits Table of Contents 15paid under agreements with customers and carriers in accordance with established i

182、ndustry practices and government requirements.Sulfur Services BusinessOur sulfur services business primarily(i)provides sulfur removal services whereby it processes high sulfur(or“sour”)gas streams generated from crude oil processing operations to remove sulfur at 11 refining or petrochemical proces

183、sing facilities located mainly in Texas,Louisiana,Arkansas,Oklahoma,Montana and Utah;(ii)operates storage and transportation assets in relation to those services;and(iii)sells NaHS and NaOH(also known as caustic soda)to large industrial and commercial companies.To provide sulfur removal services,we

184、apply 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 s

185、uch 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

186、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 con

187、tracts renew vary based upon location and terms specified within each specific contract.Our sulfur services footprint includes NaHS and caustic soda terminals in the Gulf Coast,the Southwest,Montana,Utah,British Columbia and South America.In conjunction with our onshore facilities and transportation

188、 segment,we sell and deliver(via railcars,ships,barges and trucks)NaHS and caustic soda to over 105 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

189、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 wel

190、l 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 t

191、annery process.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 u

192、sed as a cleaning agent(when combined with water and heated)for process equipment and storage tanks at refineries.Customers-Alkali BusinessOur natural soda ash was sold to a diverse customer base in the U.S.,Canada,Mexico,the U.K.,South America and Asia.Customers-Sulfur Services BusinessWe sell our

193、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

194、 for sale to mining customers 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

195、 our customers.We sell caustic soda to many of the same customers who purchase NaHS from us as well as to some of the refineries in which we operate.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,

196、adverse effect on us.Competition-Alkali BusinessThe global soda ash market in which our Alkali Business operated in was competitive.Competition historically was based on a number of factors such as price(which is impacted by global supply and demand),favorable logistics and consistent customer servi

197、ce.Our Alkali Business specialty Alkali products also experience significant competition from producers of sodium bicarbonate.Table of Contents 16Competition-Sulfur Services BusinessOur competitors for the supply of NaHS consist primarily of parties who produce NaHS as a by-product of or an alternat

198、ive 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 comp

199、etitors 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 element

200、al 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,ou

201、r 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

202、 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.Marine TransportationOur marine transportation segment consists o

203、f(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)ou

204、r 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 tanker,M/T American Phoenix.All of our vessels operate under the U.S

205、.flag and are qualified for domestic trade under the Jones Act.The below table includes operational information relating to our marine transportation fleet:Inland OffshoreAmerican PhoenixAggregate Fleet Design Capacity(MBbls)2,165884330Individual Vessel Capacity Range(MBbls)(1)23-3965-135330Number o

206、f:Push/Tug Boats3310Barges789Product Tankers1(1)Represents capacity per barge ranges on our inland and offshore barge,as well as the capacity of our M/T American Phoenix.CustomersOur marine customers are primarily refiners as well as large energy companies.In 2024,approximately 95%of the revenue we

207、generated stemmed from contracts with refiners.Our M/T American Phoenix is currently operating under a charter with a refining customer along the Gulf Coast and Eastern Seaboard.We are a provider of transportation services for our customers and,in almost all cases,do not assume ownership of the prod

208、ucts 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

209、 anticipate continued relationships;however,there is no assurance that any individual contract will be renewed.Our marine contracts for our inland and offshore fleets are agreements to transport cargo for a specific customer at a set rate(affreightment)or at a daily rate(time charter).The rate may o

210、r 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

211、and temporary market declines,represented over 95%of our marine transportation revenues under contracts during 2024.A term contract is an agreement with a customer to move cargo for a specific period of time,and may involve multiple trips to various destinations.A spot contract is an agreement with

212、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 Table of Contents 17“market”rate and are subject to market volatility.During 2024,approximately 76%of our marine transpo

213、rtation revenues were from term contracts and 24%were from spot contracts.CompetitionOur 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 sole

214、ly 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.Our marine transportation segment also competes with other modes of tra

215、nsporting 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

216、,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 transp

217、ortation 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 ex

218、pensive 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 transportatio

219、n may be preferred by shippers,especially if shippers are willing to make longer-term economic commitments,such as take-or-pay commitments.Lastly,all of our inland marine transportation barges are asphalt capable and heated.This allows us to transport intermediate refined products that require heat,

220、which other modes of transportation are not necessarily equipped to handle.Onshore Facilities and TransportationWe provide onshore facilities and transportation services to Gulf Coast crude oil refiners and producers through a combination of purchasing,transporting,storing,blending and marketing of

221、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,barges and rail unloading facilities.The integrated na

222、ture of our onshore facilities and transportation assets is particularly evident in areas such as Louisiana and Texas.Our crude oil onshore facilities and transportation operations are concentrated in Texas,Louisiana,Alabama,Florida and Mississippi.We provide services which include the gathering of

223、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.We also have the ability to gat

224、her refined products from refineries,transport refined products via pipeline,truck,barge and railcar 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 realize a

225、profit equal to the difference between the price at which we 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.The most substantial component of the costs we incur while aggreg

226、ating crude oil and petroleum products relates to operating our fleet of owned and leased trucks and incurring other transportation related costs.These operations help to ensure(among other things)a base supply source for our crude oil pipeline systems,refinery customers and other shippers while pro

227、viding 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

228、,crude oil refiners and producers.Additionally,our crude oil and petroleum product gathering and marketing expertise and knowledge base provide us with the ability to capitalize on opportunities that arise from time to time in our market areas.We gather and market approximately 22,000 Bbls/day(as of

229、 December 31,2024)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 transportat

230、ion 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

231、 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.Unsold volumes are hedged with exchange-traded commodity derivatives to offset the remaining price risk.Table of Conten

232、ts 18Onshore Crude Oil Pipelines Through our 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

233、,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

234、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 measuremen

235、t 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 revenue

236、s we generate from regulated published tariffs and pipeline loss allowances less the fixed and variable costs of operating and maintaining our pipelines.Each of our onshore pipeline systems has available capacity to accommodate potential growth in volumes.The four onshore common carrier crude oil pi

237、peline systems we own and operate are the Texas System,the Louisiana System,the Jay System,and the Mississippi System.Texas SystemLouisiana SystemJay SystemMississippi SystemProductCrude OilCrude Oil,Intermediates,andRefined ProductsCrude OilCrude OilInterest Owned100%100%100%100%Design Capacity(Bbl

238、s/day)8-24,00018-275,000350,000150,00045,0002024 Throughput(Bbls/day)65,05955,6875,1892,390System Miles4751143207Approximate owned tankage storage capacity(Bbls)1,100,000330,000230,000247,500LocationHastings Junction,TX to Webster,TXTexas City,TX to Webster,TXPort Hudson,LA to Baton Rouge,LABaton Ro

239、uge,LA to Port Allen,LASouthern AL/FL to Mobile,ALSoso,MS to Liberty,MSRate RegulatedFERC/TXRRCFERCFERCFERCTexas System.Our Texas System takes delivery of crude oil volumes at Texas City(which includes the capability of receiving various Gulf of America pipeline volumes)for delivery to our Webster,T

240、exas 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

241、tariff rate per barrel of crude oil varying with the distance from injection point to delivery point.Louisiana System.Our Louisiana System connects the Anchorage Tank Farm to our Port of Baton Rouge Terminal(which was built to service Exxon Mobil Corporations Baton Rouge refinery,which is one of the

242、 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.O

243、ur 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.Jay System.Our Jay Syste

244、m 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

245、a refinery in Alabama and an interconnection to another common carrier pipeline that delivers crude oil into Mississippi.Table of Contents 19Mississippi System.Our Mississippi System provides shippers of crude oil in Mississippi indirect access to refineries,pipelines,storage,terminals and other cru

246、de 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”ta

247、riff 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.Other Onshore Facilities and Transportation OperationsWe own four operational crude oil rail unloading facilities located in

248、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,Flori

249、da facilities are directly connected to our existing integrated crude oil pipeline and terminal infrastructure.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 termina

250、ls 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.CustomersOur onshore facilities and tr

251、ansportation business encompasses numerous refiners and producers,for which we provide transportation related services,as well as gather from and market to crude oil and refined products.CompetitionIn our crude oil onshore facilities and transportation operations,we compete with other regional and l

252、ocal 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 pipelin

253、es.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 ou

254、r 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 ExposureOur portfolio of accounts receivable is generally comprised in large part of obligations of refiners,integrate

255、d and large independent oil and natural gas producers,industrial companies that purchased soda ash prior to February 28,2025,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

256、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 c

257、ontracts is limited due to the daily cash settlement procedures and other exchange related requirements.When we market crude oil,petroleum products,and NaHS 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

258、 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 s

259、imilar procedures to manage our exposure to our customers in the offshore pipeline transportation and marine transportation segments.Some of our largest customers include Shell,MV Purchasing,Exxon Mobil Corporation,BP,Calumet,and prior to February 28,2025,SCS-Comercial&Servicos Quimicos Ltda.Human C

260、apital 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

261、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.Table of Contents 20Employees and Collective Bargaining AgreementsTo

262、 carry out our business activities,we employed 2,075 employees at December 31,2024.Approximately 640 of those employees were covered under collective bargaining agreements associated with our Alkali Business,which was sold on February 28,2025.These collective bargaining agreements cover wage increas

263、es 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 our employees to be in good standing.Safety Safety is one of our guiding principles and it is our intention to create and

264、 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 establ

265、ished 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.Employee Compensation and BenefitsOur compensation programs are integrated with our over

266、all 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

267、 and retain high-performing employees.Furthermore,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 per

268、cent 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.Employee DevelopmentOur success as a company is measured by t

269、he 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

270、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 p

271、rovide in-house health and safety training and emergency response training.Employee attendance at external workshops,conferences and other training events is also encouraged.RegulationPipeline Rate and Access RegulationThe rates and the terms and conditions of service of our interstate common carrie

272、r 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 conditi

273、ons 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.Incre

274、ases 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 cei

275、ling levels that are tied to the Producer Price Index for Finished Goods(“PPI-FG”).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 substantia

276、lly in excess of the applicable pipelines 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

277、index for the five-year period beginning July 1,2021,and ending on June 30,2026,at PPI-FG 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-FG minus 0.21%effective March 1,2022 through June 30,2026.The FERC ordered pipe

278、lines with filed rates that exceed their index ceiling levels based on PPI-FG minus 0.21%to file rate reductions effective March 1,2022.On review,the D.C.Circuit vacated FERCs rehearing order that adopted the PPI-FG minus 0.21%and ordered FERC to reinstate its prior order with a PPI-Table of Content

279、s 21FG plus 0.78%.FERC reinstated the PPI-FG plus 0.78%and then subsequently initiated a rulemaking in RM25-2,proposing to amend the PPI-FG for the five-year period that began on July 1,2021,and adopt a revised index level of PPI-FG minus 0.21%.FERC has not yet issued a final order changing the inde

280、x.In addition to the index methodology,FERC allows for rate changes under three other methodscost-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 L

281、ouisiana 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

282、 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 co

283、mmon 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

284、 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 RegulationsThe operation o

285、f 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 ce

286、rtain 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 vessel

287、s 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

288、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

289、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 var

290、ious 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,certificat

291、es 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 monitor

292、ing the ownership of our subsidiary that engages in maritime transportation and for taking any remedial action necessary to ensure 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

293、 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 Jone

294、s 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

295、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

296、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 i

297、ts 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

298、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 VSPs have been approved and we are Table of Contents 22operating in compliance with th

299、e plans for all of its vessels and that are subject to the requirements,whether engaged in domestic or foreign trade.Railcar RegulationWe operate a number of railcar unloading facilities and lease a significant number of railcars.Our railcar operations are subject to the regulatory jurisdiction of t

300、he 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

301、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.Regu

302、lation of the Mining Industry in the United StatesPrior to February 28,2025,we had 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 were issued under the provisions of th

303、e Mineral Leasing Act of 1920(30 U.S.C.18 et.Seq.)and were administered by the U.S.Bureau of Land Management(“BLM”)and our leases with the state of Wyoming were issued under Wyoming Statutes 36-6-101 et.seq.Sweetwater acquired the leases and interests from Anadarko Land Corporation,a subsidiary of O

304、ccidental following Occidentals 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 discu

305、ssion of“Overview of Mining Property and Operations”in Item 2 below.We paid 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 were calculated based upon the gross value of

306、 soda ash and related products at a certain stage in the mining process.We were 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

307、and sold in the previous year which is then credited against production royalties owed.Our mining operations in Wyoming were subject to mine permits issued by the Land Quality Division of the Wyoming Department of Environmental Quality(“WDEQ”).WDEQ imposed detailed reclamation obligations on us as a

308、 holder of mine permits.As of December 31,2024,the amount of our reclamation bonds totaled to approximately$90 million.The health and safety of our employees working underground and on the surface were subject to detailed regulation.The safety of our operations at Westvaco were regulated by the U.S.

309、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 statutes mandatory safety and health

310、standards.As part of MSHAs 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.W

311、hen 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 ManufacturingOur business is subject to extensive regulation by federal,state,local and foreign

312、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

313、 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 were subject to regulation by the U.S.Food and Drug Administrati

314、on(“FDA”).Our Westvaco facility was registered for the production of food and pharmaceutical grade ingredients and we complied with strict Current Good Manufacturing Practice(“CGMP”)requirements in our sodium bicarbonate and sodium sesquicarbonate operations that produce these registered products.Th

315、e U.S.Food Safety Modernization Act required that parts of our facility that produced human food and animal nutrition products complied with more rigorous manufacturing standards.We believe that we materially complied with requirements then in effect and had a program in place to maintain such compl

316、iance.We also complied 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 had also received certification of its Wyom

317、ing facilities under ISO.9001:2015.Table of Contents 23Environmental RegulationsGeneral-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(

318、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 expendit

319、ures 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 assessme

320、nt 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 additiona

321、l 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 requiremen

322、ts 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 tren

323、d 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

324、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,

325、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 d

326、isposal of the hazardous substances found at the site.We currently own or lease,and have in the past owned,operated 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 environment

327、al 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

328、 contamination),for damages to the environment,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

329、 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

330、 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 a

331、nd disposal of hazardous wastes.Certain petroleum production wastes are excluded from RCRAs 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

332、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 it

333、s 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