Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12295 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 76-05130 ...

Genesis Energy, L.P. 4Q 2023 Earnings Supplement February 15, 2024 This presentation includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Actual results may vary materially. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or ma ...

Financial Performance & Guidance - Genesis Energy reaffirmed its Adjusted EBITDA guidance range for 2023 at $725 million to $745 million[4] - The company is on track to deliver record Adjusted EBITDA for 2023[4] - Genesis Energy exited the third quarter with a leverage ratio of 3.92x and expects to exit the year at or near 40x[4,7] - The company expects growth CapEx of $350 million to $400 million in 2023 and $150 million to $200 million in 2024[13] Segment Performance & Outlook - Offshore Pipeline Transportation reported a segment margin of $109267 thousand in 3Q 2023[7] - Soda & Sulfur Services reported a segment margin of $61957 thousand in 3Q 2023[7] - Marine Transportation reported a segment margin of $27126 thousand in 3Q 2023[7] - Onshore Facilities & Transportation reported a segment margin of $9547 thousand in 3Q 2023[7] - The company expects a step change in offshore volumes and segment margin contribution in 2025 when Shenandoah and Salamanca come on-line, with a combined 160kb/d production handling capacity[13] Capital Allocation & Strategy - Genesis Energy repurchased a total of $75 million of Series A corporate preferred at a discount to call premium and 114900 units at an average price of $909 per unit[4] - The company expects to generate roughly $200 million – $300 million per year of cash flow starting in 2025[13]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Genesis Energy, L.P. as of September 30, 2023, and for the three and nine months then ended [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (unaudited) | (In thousands) | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total current assets** | $1,091,545 | $853,047 | | **Net fixed assets** | $4,322,632 | $4,096,573 | | **TOTAL ASSETS** | **$6,938,442** | **$6,365,992** | | **Total current liabilities** | $1,023,713 | $709,107 | | **Total long-term debt** | $3,604,106 | $3,464,154 | | **Total liabilities** | $5,186,769 | $4,590,530 | | **Total partners' capital** | $911,978 | $883,553 | | **TOTAL LIABILITIES, MEZZANINE CAPITAL AND PARTNERS' CAPITAL** | **$6,938,442** | **$6,365,992** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Statements of Operations Highlights (unaudited) | (In thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $807,618 | $721,248 | $2,402,892 | $2,074,920 | | **Operating income** | $111,694 | $75,095 | $263,859 | $223,351 | | **Net income** | $66,782 | $8,573 | $125,848 | $82,537 | | **Net income attributable to Genesis Energy, L.P.** | $58,070 | $3,385 | $105,770 | $33,482 | | **Net income (loss) per common unit (Basic and Diluted)** | $0.29 | $(0.12) | $0.30 | $(0.18) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Statements of Cash Flows Highlights (unaudited) | (In thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $396,364 | $252,595 | | **Net cash used in investing activities** | $(375,992) | $(254,212) | | **Net cash provided by (used in) financing activities** | $(7,034) | $1,110 | | **Net increase (decrease) in cash** | $13,338 | $(507) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's organization, accounting policies, and specific financial items, including business consolidation, debt structure, and a new common unit repurchase program - The company operates through four reportable segments: Offshore pipeline transportation, Soda and sulfur services, Onshore facilities and transportation, and Marine transportation[21](index=21&type=chunk)[24](index=24&type=chunk) - On January 1, 2023, Genesis became the sole member of American Natural Soda Ash Corporation (ANSAC), which is now a wholly-owned subsidiary[29](index=29&type=chunk)[30](index=30&type=chunk) - In January 2023, the company issued **$500 million** of **8.875%** senior unsecured **notes due 2030** and used the proceeds to repurchase its existing **2024 notes** and repay borrowings under its credit facility[59](index=59&type=chunk) - In February 2023, the company entered into a new Sixth Amended and Restated Credit Agreement, providing for an **$850 million** senior secured revolving credit facility **maturing in February 2026**[55](index=55&type=chunk) - A common equity repurchase program was announced on August 8, 2023, authorizing the repurchase of up to **10%** of outstanding Class A Common Units; during Q3 2023, **114,900 units** were repurchased for **$1.0 million**[63](index=63&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion provides an overview of Q3 2023 financial results, detailing segment performance, liquidity, capital resources, and non-GAAP measures [Overview](index=33&type=section&id=Overview) Q3 2023 vs Q3 2022 Financial Highlights | Metric | Q3 2023 | Q3 2022 | Change | | :--- | :--- | :--- | :--- | | **Net Income Attributable to Genesis Energy, L.P.** | $58.1 million | $3.4 million | +$54.7 million | | **Segment Margin** | $207.9 million | $196.2 million | +$11.7 million (6%) | | **Cash flow from operating activities** | $141.0 million | $94.3 million | +$46.7 million | - The increase in Net Income was driven by higher Segment Margin, a decrease in depreciation expense, and **$12.3 million** in unrealized gains on commodity derivatives, compared to unrealized losses in the prior-year quarter[131](index=131&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) The company's operating income increased in Q3 2023 due to strong performance in Offshore Pipeline and Marine Transportation, partially offset by a decline in Soda and Sulfur Services Segment Margin by Segment (in thousands) | Segment | Q3 2023 | Q3 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Offshore pipeline transportation** | $109,267 | $91,402 | +20% | | **Soda and sulfur services** | $61,957 | $80,067 | -23% | | **Onshore facilities and transportation** | $9,547 | $9,442 | +1% | | **Marine transportation** | $27,126 | $15,279 | +78% | | **Total Segment Margin** | **$207,897** | **$196,190** | **+6%** | - Offshore segment margin increased by **$17.9 million (20%)** due to higher volumes from the King's Quay and Argos Floating Production Systems[152](index=152&type=chunk) - Soda and sulfur services segment margin decreased by **$18.1 million (23%)** primarily due to lower export pricing in the Alkali Business and reduced NaHS sales volumes and pricing[156](index=156&type=chunk) - Marine transportation segment margin increased by **$11.8 million (78%)** due to higher day rates for both inland and offshore vessels, including a new favorable contract for the M/T American Phoenix[168](index=168&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The company strengthened its liquidity through refinancing activities and a new credit agreement, with capital expenditures focused on key growth projects - Entered into a new **$850 million** senior secured revolving credit facility, **maturing in February 2026**[181](index=181&type=chunk) - Issued **$500 million** of **8.875%** senior unsecured **notes due 2030** to refinance existing **2024 notes**[180](index=180&type=chunk) - Available borrowing capacity under the senior secured credit facility was **$642.1 million** as of September 30, 2023[185](index=185&type=chunk) - Key growth projects include the Granger Optimization Project (GOP), expected to **complete in Q4 2023**, and two deepwater developments requiring approximately **$550 million** in net capital expenditures for pipeline construction and expansion, expected to be **completed in late 2024 or 2025**[199](index=199&type=chunk)[200](index=200&type=chunk) [Non-GAAP Financial Measures](index=51&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles the non-GAAP financial measures of 'Available Cash before Reserves' and 'Segment Margin' Available Cash before Reserves Reconciliation (in thousands) | | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Net income attributable to Genesis Energy, L.P.** | $58,070 | $3,385 | | Income tax expense | $574 | $660 | | Depreciation, depletion, amortization and accretion | $71,099 | $76,301 | | Plus (minus) Select Items, net | $(767) | $45,583 | | Maintenance capital utilized | $(17,200) | $(14,400) | | Cash tax expense | $(200) | $(250) | | Distributions to preferred unitholders | $(22,612) | $(18,684) | | **Available Cash before Reserves** | **$88,964** | **$92,595** | - The company defines Segment Margin as revenues less product costs, operating expenses, and segment G&A, adjusted for certain select items[220](index=220&type=chunk) - Available Cash before Reserves is presented as a supplemental measure to assess financial performance, operating performance, and the ability to make discretionary payments like distributions[222](index=222&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that there have been no material changes to the quantitative and qualitative disclosures about market risk since its last Annual Report - There have been no material changes to the market risk disclosures provided in the company's Annual Report[238](index=238&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures, concluding they were effective with no material changes to internal control over financial reporting - The CEO and CFO have determined that the company's disclosure controls and procedures are effective as of September 30, 2023[239](index=239&type=chunk) - No changes occurred during the third quarter of 2023 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[240](index=240&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) There have been no material developments in legal proceedings since the company's last Annual Report - No material developments in legal proceedings have occurred since the filing of the Annual Report on Form 10-K for the year ended December 31, 2022[243](index=243&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to its risk factors as previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - There has been no material change in the company's risk factors from those disclosed in the 2022 Annual Report on Form 10-K[245](index=245&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold during Q3 2023, and the company repurchased **114,900** Class A Common Units under its new program Class A Common Unit Repurchases (Q3 2023) | Period | Total units repurchased | Average price per unit | | :--- | :--- | :--- | | August 2023 | 104,900 | $8.96 | | September 2023 | 10,000 | $10.15 | | **Total** | **114,900** | | [Item 3. Defaults upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reports no defaults upon senior securities [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety at the company's Wyoming mines is included in Exhibit 95 of the Form 10-Q [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, credit agreements, and certifications by the CEO and CFO

Genesis Energy, L.P. (NYSE:GEL) Q2 2023 Earnings Conference Call August 3, 2023 9:00 AM ET Company Participants Dwayne Morley - Vice President-Investor Relations Grant Sims - Chief Executive Officer Ryan Sims - President & Chief Commercial Officer Conference Call Participants TJ Schultz - RBC Michael Blum – Wells Fargo Operator Good morning, ladies and gentlemen, and welcome to the Genesis Energy Second Quarter 2023 Earnings Conference Call. After the prepared remarks, there will be an opportunity to ask qu ...

Financial Performance & Guidance - The company is revising its Adjusted EBITDA guidance range for 2023[1] - The revised Adjusted EBITDA guidance is between $725 million and $745 million[33], which at its midpoint, represents an 8%-10% increase over 2022 results, excluding ~$41 million of non-recurring income recognized in 2022[8, 32] - The company's Adjusted EBITDA for the year 2023 is $377062 thousand[2], compared to $717071 thousand in 2022[2] - The company's net income attributable to Genesis Energy, L.P. for 2023 is $47700 thousand[2], compared to $75457 thousand in 2022[2] - The company's available cash before reserves for 2023 is $173946 thousand[2], compared to $352648 thousand in 2022[2] Debt & Leverage - As of June 30, 2023, the company's Adjusted Debt is $3116069 thousand[4, 10] - The Adjusted Consolidated EBITDA is $778670 thousand[4, 11] - The Adjusted Debt / Adjusted Consolidated EBITDA ratio is 400x[4, 13] - The company expects to exit 2023 with a leverage ratio at or near 400x[32, 39] Capital Expenditures & Projects - Total growth capital expenditures for 2023 are expected to be between $400 million and $450 million[33] - The company is focused on two major projects: completing the Granger expansion (approximately $75-$100 million) and the SYNC lateral and CHOPS expansion (approximately $300-$350 million)[32] Segment Performance - In Q2 2023, Offshore Pipeline Transportation generated $93300 thousand in segment margin[27] - Soda & Sulfur Services generated $89255 thousand, Marine Transportation generated $25758 thousand, and Onshore Facilities & Transportation generated $6305 thousand in segment margin[27] - Total Segment Margin for Q2 2023 was $214618 thousand[27]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12295 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 76-0513049 (State or other jurisdiction of incorporation or organiz ...

Genesis Energy, L.P. (NYSE:GEL) Q1 2023 Earnings Conference Call May 4, 2023 9:30 AM ET Company Participants Dwayne Morley – Vice President-Investor Relations Grant Sims – Chief Executive Officer Conference Call Participants Michael Blum – Wells Fargo TJ Schultz – RBC Operator Greetings, and welcome to the Genesis Energy First Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructi ...

• Fundamentals and macro conditions for our business segments continue to remain strong despite any concerns of an economic slowdown • Committed to maintaining financial flexibility while not losing focus on our long-term leverage ratio(b) – 1Q 2023 production volumes impacted by severe weather and lack of adequate and consistent rail service – Weighted average soda ash prices in 2023 expected to exceed 2022 prices, despite uncertainty in the back half of the year Senior secured credit facility Consolidated ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | Metric | March 31, 2023 (unaudited) (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $18,086 | $7,930 | | Total current assets | $952,795 | $853,047 | | Net fixed assets | $4,116,942 | $4,096,573 | | Total assets | $6,586,460 | $6,365,992 | | **LIABILITIES AND CAPITAL** | | | | Total current liabilities | $805,246 | $709,107 | | Senior secured credit facility | $124,400 | $205,400 | | Senior unsecured notes, net | $3,008,568 | $2,856,312 | | Total liabilities | $4,845,802 | $4,590,530 | | Total partners' capital | $848,749 | $883,553 | - Total assets increased by **$220.468 million** from December 31, 2022, to March 31, 2023, driven by increases in current assets and net fixed assets[10](index=10&type=chunk) - Total liabilities increased by **$255.272 million**, mainly due to an increase in senior unsecured notes, net, and other long-term liabilities[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total revenues | $790,612 | $631,947 | | Total costs and expenses | $741,231 | $580,276 | | Operating income | $49,381 | $51,671 | | Net income | $3,388 | $4,449 | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Net loss attributable to common unitholders | $(25,646) | $(23,934) | | Basic and Diluted Net Loss Per Common Unit | $(0.21) | $(0.20) | - Total revenues increased by **$158.665 million (25.1%)** year-over-year, primarily driven by Soda and sulfur services and Offshore pipeline transportation[12](index=12&type=chunk) - Operating income decreased by **$2.29 million (4.4%)** despite higher revenues, due to a larger increase in total costs and expenses[12](index=12&type=chunk) - Net loss attributable to Genesis Energy, L.P. improved from **$(5.250) million** in Q1 2022 to **$(1.644) million** in Q1 2023[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net income | $3,388 | $4,449 | | Other comprehensive income: Decrease in benefit plan liability | $122 | $122 | | Total Comprehensive income | $3,510 | $4,571 | | Comprehensive loss attributable to Genesis Energy, L.P. | $(1,522) | $(5,128) | - Comprehensive loss attributable to Genesis Energy, L.P. improved significantly from **$(5.128) million** in Q1 2022 to **$(1.522) million** in Q1 2023[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Partners' Capital](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Partners'%20Capital) Unaudited Condensed Consolidated Statements of Partners' Capital | Metric | December 31, 2022 (in thousands) | March 31, 2023 (in thousands) | | :--- | :--- | :--- | | Partners' capital, beginning of period | $883,553 | $883,553 | | Net income (loss) | $(1,644) | $(1,644) | | Cash distributions to partners | $(18,387) | $(18,387) | | Cash distributions to noncontrolling interests | $(15,005) | $(15,005) | | Cash contributions from noncontrolling interests | $19,080 | $19,080 | | Distributions to Class A Convertible Preferred unitholders | $(24,002) | $(24,002) | | Partners' capital, end of period | $848,749 | $848,749 | - Partners' capital decreased from **$883.553 million** to **$848.749 million**, primarily due to net loss and distributions to unitholders[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $97,657 | $54,245 | | Net cash used in investing activities | $(121,860) | $(75,514) | | Net cash provided by financing activities | $34,442 | $10,829 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $10,239 | $(10,440) | | Cash, cash equivalents and restricted cash at end of period | $36,806 | $14,552 | - Net cash provided by operating activities significantly increased by **$43.412 million (80.0%)** year-over-year[21](index=21&type=chunk) - Net cash used in investing activities increased by **$46.346 million (61.4%)**, mainly due to higher payments to acquire fixed and intangible assets[21](index=21&type=chunk) - Net cash provided by financing activities increased by **$23.613 million (218.1%)**, driven by proceeds from the issuance of 2030 Notes[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Basis of Presentation and Consolidation](index=9&type=section&id=1.%20Organization%20and%20Basis%20of%20Presentation%20and%20Consolidation) - Genesis Energy, L.P. is a master limited partnership focused on midstream energy and natural soda ash production[22](index=22&type=chunk) - The company operates through four reportable segments: Offshore pipeline transportation, Soda and sulfur services, Onshore facilities and transportation, and Marine transportation[27](index=27&type=chunk) [2. Recent Accounting Developments](index=9&type=section&id=2.%20Recent%20Accounting%20Developments) - The company does not expect new accounting pronouncements to have a material impact on its financial position or results of operations[26](index=26&type=chunk) [3. Revenue Recognition](index=10&type=section&id=3.%20Revenue%20Recognition) Revenue by Category | Revenue Category | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Fee-based revenues | $188,805 | $137,473 | | Product Sales | $579,983 | $467,575 | | Refinery Services | $21,824 | $26,899 | | Total Revenues | $790,612 | $631,947 | - Total revenues increased by **$158.665 million (25.1%)** year-over-year, with significant growth in Product Sales and Fee-based revenues[28](index=28&type=chunk) Remaining Performance Obligations by Segment | Segment | Remainder of 2023 (in thousands) | 2024 (in thousands) | 2025 (in thousands) | 2026 (in thousands) | 2027 (in thousands) | Thereafter (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Offshore Pipeline Transportation | $58,698 | $74,163 | $78,604 | $52,006 | $14,743 | $43,006 | $321,220 | | Onshore Facilities and Transportation | $5,400 | $1,800 | — | — | — | — | $7,200 | | Total | $64,098 | $75,963 | $78,604 | $52,006 | $14,743 | $43,006 | $338,420 | [4. Business Consolidation (ANSAC)](index=11&type=section&id=4.%20Business%20Consolidation) - On January 1, 2023, Genesis Energy became the sole member of American Natural Soda Ash Corporation (ANSAC), consolidating its financial results[33](index=33&type=chunk)[34](index=34&type=chunk) ANSAC Selected Financial Information | ANSAC Selected Financial Information (Three Months Ended March 31, 2023) | (in thousands) | | :--- | :--- | | Revenues | $127,142 | | Net Income Attributable to Genesis Energy, L.P. | $1,022 | [5. Lease Accounting](index=12&type=section&id=5.%20Lease%20Accounting) - The company leases various assets and recognizes lease revenues from lessor arrangements[40](index=40&type=chunk)[42](index=42&type=chunk) - Lease revenues from the M/T American Phoenix operating lease increased from **$4.1 million** in Q1 2022 to **$5.8 million** in Q1 2023[44](index=44&type=chunk) [6. Inventories](index=13&type=section&id=6.%20Inventories) Inventories | Inventory Component | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Crude oil | $32,206 | $6,673 | | Finished goods, net - Alkali Business | $39,592 | $18,772 | | Total Inventories | $121,328 | $78,143 | - Total inventories increased by **$43.185 million (55.3%)**, primarily due to increases in crude oil and finished goods for the Alkali Business[45](index=45&type=chunk) [7. Fixed Assets, Mineral Leaseholds, and Asset Retirement Obligations](index=14&type=section&id=7.%20Fixed%20Assets,%20Mineral%20Leaseholds,%20and%20Asset%20Retirement%20Obligations) Asset Summary | Asset Category | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Fixed assets, at cost | $5,934,960 | $5,865,038 | | Net fixed assets | $4,116,942 | $4,096,573 | | Mineral leaseholds, net | $544,241 | $545,122 | | ARO liability balance | $235,704 | $228,573 | - Net fixed assets increased by **$20.369 million**, primarily due to construction in progress on key growth projects[48](index=48&type=chunk) - Asset Retirement Obligations (AROs) increased by **$7.131 million** from December 31, 2022, to March 31, 2023[50](index=50&type=chunk) [8. Equity Investees](index=15&type=section&id=8.%20Equity%20Investees) Equity Investee Financials | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Genesis' share of operating earnings | $21,119 | $16,010 | | Net equity in earnings | $17,553 | $12,444 | | Distributions received | $23,834 | $19,018 | - Net equity in earnings from equity investees increased by **$5.109 million (41.1%)** year-over-year[54](index=54&type=chunk) - Poseidon Oil Pipeline Company, L.L.C. (64% owned) reported net income of **$28.676 million** in Q1 2023, up from **$20.907 million** in Q1 2022[55](index=55&type=chunk) [9. Intangible Assets](index=16&type=section&id=9.%20Intangible%20Assets) Intangible Assets | Intangible Asset Category | March 31, 2023 (Net Value in thousands) | December 31, 2022 (Net Value in thousands) | | :--- | :--- | :--- | | Marine contract intangibles | $149 | $158 | | Offshore pipeline contract intangibles | $94,306 | $96,386 | | Other | $33,006 | $30,776 | | Total | $127,461 | $127,320 | - Total intangible assets, net, remained relatively stable at **$127.461 million**[57](index=57&type=chunk) - Amortization expense for intangible assets was **$2.705 million** for Q1 2023[57](index=57&type=chunk) [10. Debt](index=17&type=section&id=10.%20Debt) Debt Summary | Debt Instrument | March 31, 2023 (Net Value in thousands) | December 31, 2022 (Net Value in thousands) | | :--- | :--- | :--- | | Senior secured credit facility-Revolving Loan | $124,400 | $205,400 | | 5.625% senior unsecured notes due 2024 | — | $339,886 | | 8.875% senior unsecured notes due 2030 | $490,853 | — | | 5.875% Alkali senior secured notes due 2042 | $402,631 | $402,442 | | Total long-term debt | $3,535,527 | $3,464,154 | - Total long-term debt increased by **$71.373 million**, primarily due to the issuance of **$500 million** in 8.875% senior unsecured notes due 2030[59](index=59&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company entered into a new **$850 million** senior secured revolving credit facility, with **$717.1 million** available for borrowings at March 31, 2023[60](index=60&type=chunk)[62](index=62&type=chunk) [11. Partners' Capital, Mezzanine Capital and Distributions](index=18&type=section&id=11.%20Partners'%20Capital,%20Mezzanine%20Capital%20and%20Distributions) - As of March 31, 2023, there were **122,539,221 Class A Common Units** and **25,336,778 Class A Convertible Preferred Units** outstanding[67](index=67&type=chunk) - The annual distribution rate for Class A Convertible Preferred Units increased from **8.75% to 11.24%** starting Q4 2022[74](index=74&type=chunk) - The company fully redeemed **251,750** outstanding Alkali Holdings preferred units on May 17, 2022, for **$288.6 million**[78](index=78&type=chunk) Distributions | Distribution Type | Quarter | Date Paid | Per Unit Amount | Total Amount (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Common Unitholders | Q4 2022 | Feb 14, 2023 | $0.15 | $18,387 | | Common Unitholders | Q1 2023 | May 15, 2023 | $0.15 | $18,387 | | Class A Convertible Preferred Unitholders | Q4 2022 | Feb 14, 2023 | $0.9473 | $24,002 | | Class A Convertible Preferred Unitholders | Q1 2023 | May 15, 2023 | $0.9473 | $24,002 | [12. Net Loss Per Common Unit](index=21&type=section&id=12.%20Net%20Loss%20Per%20Common%20Unit) Net Loss Per Common Unit Calculation | Metric | Three Months Ended March 31, 2023 (in thousands, except per unit) | Three Months Ended March 31, 2022 (in thousands, except per unit) | | :--- | :--- | :--- | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Less: Accumulated distributions attributable to Class A Convertible Preferred Units | $(24,002) | $(18,684) | | Net loss attributable to common unitholders | $(25,646) | $(23,934) | | Weighted average outstanding units | 122,579 | 122,579 | | Basic and diluted net loss per common unit | $(0.21) | $(0.20) | - Basic and diluted net loss per common unit increased slightly from **$(0.20)** in Q1 2022 to **$(0.21)** in Q1 2023[85](index=85&type=chunk) - The assumed conversion of Class A Convertible Preferred Units was anti-dilutive for both periods[84](index=84&type=chunk) [13. Business Segment Information](index=21&type=section&id=13.%20Business%20Segment%20Information) - The company operates through four reportable segments: Offshore pipeline transportation, Soda and sulfur services, Onshore facilities and transportation, and Marine transportation[86](index=86&type=chunk)[91](index=91&type=chunk) - Total Segment Margin increased by **$37.677 million (23.9%)** year-over-year, driven by Offshore pipeline transportation and Marine transportation[89](index=89&type=chunk) Segment Margin | Segment | Segment Margin Q1 2023 (in thousands) | Segment Margin Q1 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $97,938 | $70,904 | | Soda and sulfur services | $66,107 | $67,375 | | Onshore facilities and transportation | $5,390 | $7,036 | | Marine transportation | $25,694 | $12,137 | | Total Segment Margin | $195,129 | $157,452 | Total Assets by Segment | Segment | Total Assets March 31, 2023 (in thousands) | Total Assets December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $2,299,586 | $2,290,488 | | Soda and sulfur services | $2,561,391 | $2,358,086 | | Onshore facilities and transportation | $997,869 | $981,354 | | Marine transportation | $657,582 | $681,231 | | Total consolidated assets | $6,586,460 | $6,365,992 | [14. Transactions with Related Parties](index=23&type=section&id=14.%20Transactions%20with%20Related%20Parties) - Revenues from services and fees to Poseidon (64% owned) increased from **$3.238 million** in Q1 2022 to **$3.592 million** in Q1 2023[93](index=93&type=chunk) - Transactions with ANSAC prior to January 1, 2023, were considered related party transactions; they are now eliminated upon consolidation[93](index=93&type=chunk) - The company pays its CEO a fixed monthly fee and reimburses for business use of his aircraft under terms believed to be at arm's length[94](index=94&type=chunk) [15. Supplemental Cash Flow Information](index=24&type=section&id=15.%20Supplemental%20Cash%20Flow%20Information) Changes in Operating Assets and Liabilities | Component of Operating Assets and Liabilities | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Accounts receivable | $180,813 | $(131,249) | | Inventories | $(23,663) | $(282) | | Accounts payable | $(126,440) | $107,747 | | Net changes in components | $(17,648) | $(29,169) | - Net changes in components of operating assets and liabilities resulted in a cash outflow of **$17.648 million** in Q1 2023, an improvement from the **$29.169 million** outflow in Q1 2022[97](index=97&type=chunk) - Capitalized interest increased significantly from **$2.0 million** in Q1 2022 to **$8.5 million** in Q1 2023[98](index=98&type=chunk) [16. Derivatives](index=24&type=section&id=16.%20Derivatives) - The company uses derivative instruments to hedge exposure to commodity price changes and freight rates[100](index=100&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Unrealized losses from undesignated commodity derivative transactions were **$27.127 million** in Q1 2023, compared to unrealized gains of **$6.2 million** in Q1 2022[21](index=21&type=chunk)[116](index=116&type=chunk) - The embedded derivative related to the Class A Convertible Preferred Units' Rate Reset Election resulted in a **$4.258 million** loss in Q1 2022, with no impact in Q1 2023[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) [17. Fair-Value Measurements](index=28&type=section&id=17.%20Fair-Value%20Measurements) - Financial assets and liabilities are classified into Level 1, Level 2, or Level 3 for fair value measurement[117](index=117&type=chunk)[121](index=121&type=chunk) - The fair value of senior unsecured notes was approximately **$2.9 billion** at March 31, 2023, compared to a carrying value of **$3.0 billion**[121](index=121&type=chunk) Recurring Fair Value Measures | Recurring Fair Value Measures | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Commodity derivatives: Assets (Level 1) | $3,329 | $1,238 | | Commodity derivatives: Liabilities (Level 1) | $(18,664) | $(11,061) | | Natural Gas Swap: Assets (Level 2) | $12,916 | $36,844 | | Natural Gas Swap: Liabilities (Level 2) | $(2,578) | $(4,692) | [18. Commitments and Contingencies](index=29&type=section&id=18.%20Commitments%20and%20Contingencies) - The company is subject to various lawsuits and environmental regulations but does not expect them to have a material effect on its financial position[123](index=123&type=chunk)[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details financial performance for Q1 2023, highlighting improved net loss and increased Segment Margin [Overview](index=30&type=section&id=Overview) - Net Loss Attributable to Genesis Energy, L.P. improved to **$(1.6) million** in Q1 2023 from **$(5.3) million** in Q1 2022[127](index=127&type=chunk) - Cash flow from operating activities increased to **$97.7 million** in Q1 2023 from **$54.2 million** in Q1 2022[129](index=129&type=chunk) - Segment Margin increased by **$37.7 million (24%)** to **$195.1 million** in Q1 2023[128](index=128&type=chunk)[131](index=131&type=chunk) - Available Cash before Reserves for common unitholders increased by **$21.9 million (39%)** to **$77.7 million** in Q1 2023[130](index=130&type=chunk) - The company paid quarterly distributions of **$0.15** per common unit and **$0.9473** per Class A Convertible Preferred Unit[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) [Revenues and Costs and Expenses](index=32&type=section&id=Revenues%20and%20Costs%20and%20Expenses) - Total revenues increased by **$158.7 million (25%)**, while costs increased by **$161.0 million (28%)**, resulting in a **$2.3 million** decrease in operating income[138](index=138&type=chunk) - The decrease in operating income was primarily due to **$27.1 million** in unrealized losses from commodity derivative transactions[138](index=138&type=chunk) - Crude oil marketing business results are affected by price changes, with NYMEX WTI decreasing to **$75.93/barrel** in Q1 2023 from **$95.18/barrel** in Q1 2022[140](index=140&type=chunk) - Alkali Business revenues were positively impacted by favorable pricing, offsetting a decrease in sales volumes[141](index=141&type=chunk)[152](index=152&type=chunk) [Segment Margin](index=33&type=section&id=Segment%20Margin) Segment Margin | Segment | Segment Margin Q1 2023 (in thousands) | Segment Margin Q1 2022 (in thousands) | | :--- | :--- | :--- | | Offshore pipeline transportation | $97,938 | $70,904 | | Soda and sulfur services | $66,107 | $67,375 | | Onshore facilities and transportation | $5,390 | $7,036 | | Marine transportation | $25,694 | $12,137 | | Total Segment Margin | $195,129 | $157,452 | - Total Segment Margin increased by **$37.677 million (23.9%)** year-over-year[144](index=144&type=chunk) [Offshore Pipeline Transportation Segment](index=35&type=section&id=Offshore%20Pipeline%20Transportation%20Segment) - Segment Margin increased by **$27.0 million (38%)** to **$97.938 million** in Q1 2023, driven by increased volumes[147](index=147&type=chunk) - Crude oil pipeline volumes increased to **616,939 Bbls/day** in Q1 2023 from **518,889 Bbls/day** in Q1 2022[147](index=147&type=chunk) - The segment expects continued benefits from King's Quay and new volumes from the Argos FPS[148](index=148&type=chunk) [Soda and Sulfur Services Segment](index=36&type=section&id=Soda%20and%20Sulfur%20Services%20Segment) - Segment Margin decreased by **$1.3 million (2%)** to **$66.107 million** in Q1 2023, due to decreased sales volumes[152](index=152&type=chunk) - Soda Ash volumes sold decreased to **704,812 short tons** in Q1 2023 from **744,788 short tons** in Q1 2022[150](index=150&type=chunk)[152](index=152&type=chunk) - The decrease in volumes was largely offset by higher export and domestic pricing[152](index=152&type=chunk) [Onshore Facilities and Transportation Segment](index=37&type=section&id=Onshore%20Facilities%20and%20Transportation%20Segment) - Segment Margin decreased by **$1.6 million (23%)** to **$5.390 million** in Q1 2023, due to lower pipeline and rail volumes[158](index=158&type=chunk) - Onshore crude oil pipelines total volumes increased to **155,010 Bbls/day** in Q1 2023 from **143,772 Bbls/day** in Q1 2022[157](index=157&type=chunk)[158](index=158&type=chunk) [Marine Transportation Segment](index=39&type=section&id=Marine%20Transportation%20Segment) - Segment Margin increased significantly by **$13.6 million (112%)** to **$25.694 million** in Q1 2023, due to higher utilization and day rates[161](index=161&type=chunk) - Inland Barge Utilization reached **100.0%** in Q1 2023, up from **90.3%** in Q1 2022[159](index=159&type=chunk) - Increased demand for vessel services is attributed to higher refinery utilization and a lack of new vessel supply[161](index=161&type=chunk) [Other Costs, Interest and Income Taxes](index=39&type=section&id=Other%20Costs,%20Interest%20and%20Income%20Taxes) - Total general and administrative expenses decreased by **$0.6 million** in Q1 2023[163](index=163&type=chunk)[164](index=164&type=chunk) - Depreciation, depletion and amortization expense increased by **$3.7 million** to **$73.160 million** in Q1 2023[166](index=166&type=chunk) - Net interest expense increased by **$5.8 million** to **$60.854 million** in Q1 2023, driven by new debt and higher interest rates[168](index=168&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) [General](index=41&type=section&id=General) - The company issued **$500.0 million** of 8.875% senior unsecured notes due 2030 to refinance existing notes and repay credit facility borrowings[171](index=171&type=chunk) - A new **$850 million** senior secured revolving credit facility was established, maturing February 13, 2026[172](index=172&type=chunk)[174](index=174&type=chunk) - The company fully redeemed Alkali Holdings preferred units using proceeds from **$425 million** Alkali senior secured notes due 2042[173](index=173&type=chunk) [Capital Resources](index=41&type=section&id=Capital%20Resources) - Primary sources of liquidity include cash flows from operations, credit facilities, and capital market issuances[175](index=175&type=chunk) - Long-term debt totaled approximately **$3.5 billion** at March 31, 2023[178](index=178&type=chunk) - The company has a universal shelf registration statement for future equity and debt issuances[179](index=179&type=chunk)[180](index=180&type=chunk) [Cash Flows from Operations](index=42&type=section&id=Cash%20Flows%20from%20Operations) - Net cash flows provided by operating activities increased to **$97.7 million** in Q1 2023 from **$54.2 million** in Q1 2022[186](index=186&type=chunk) - Operating cash flows are impacted by changes in working capital and the timing of payments[181](index=181&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Capital Expenditures and Distributions Paid to Our Unitholders](index=42&type=section&id=Capital%20Expenditures%20and%20Distributions%20Paid%20to%20Our%20Unitholders) [Capital Expenditures for Fixed and Intangible Assets and Equity Investees](index=43&type=section&id=Capital%20Expenditures%20for%20Fixed%20and%20Intangible%20Assets%20and%20Equity%20Investees) Capital Expenditures | Capital Expenditure Type | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total maintenance capital expenditures | $23,997 | $21,917 | | Total growth capital expenditures | $60,498 | $51,921 | | Total capital expenditures for fixed and intangible assets | $84,495 | $73,838 | | Capital expenditures related to equity investees | $1,190 | $1,323 | | Total capital expenditures | $85,685 | $75,161 | - Total capital expenditures increased by **$10.524 million (14.0%)** year-over-year, driven by higher growth capital expenditures[189](index=189&type=chunk) [Growth Capital Expenditures](index=43&type=section&id=Growth%20Capital%20Expenditures) - The Granger Optimization Project is expected to be completed in the second half of 2023[190](index=190&type=chunk)[192](index=192&type=chunk) - The company is undertaking approximately **$550 million** in offshore growth projects, including the new SYNC pipeline[191](index=191&type=chunk) [Maintenance Capital Expenditures](index=44&type=section&id=Maintenance%20Capital%20Expenditures) - Maintenance capital expenditures in Q1 2023 primarily related to marine transportation, the Alkali Business, and offshore transportation assets[193](index=193&type=chunk) [Distributions to Unitholders](index=44&type=section&id=Distributions%20to%20Unitholders) - Quarterly distributions of **$0.15** per common unit and **$0.9473** per Class A Convertible Preferred Unit were declared for Q1 2023[195](index=195&type=chunk) [Guarantor Summarized Financial Information](index=44&type=section&id=Guarantor%20Summarized%20Financial%20Information) - The company's **$3.0 billion** senior unsecured notes are fully and unconditionally guaranteed by its 100% owned domestic subsidiaries[196](index=196&type=chunk) Balance Sheet Data (Genesis Energy, L.P. and Guarantor Subsidiaries) | Balance Sheet Data | March 31, 2023 (in thousands) | | :--- | :--- | | Current assets | $917,229 | | Fixed assets and mineral leaseholds, net | $3,740,518 | | Current liabilities | $785,511 | | Non-current liabilities | $3,610,961 | | Class A Convertible Preferred Units | $891,909 | Statement of Operations Data (Genesis Energy, L.P. and Guarantor Subsidiaries) | Statement of Operations Data | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | | Revenues | $762,235 | | Operating income | $35,392 | | Net loss | $(4,170) | | Net loss attributable to common unitholders | $(28,172) | [Non-GAAP Financial Measure Reconciliations](index=46&type=section&id=Non-GAAP%20Financial%20Measure%20Reconciliations) Reconciliation to Available Cash before Reserves | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :--- | :--- | :--- | | Net loss attributable to Genesis Energy, L.P. | $(1,644) | $(5,250) | | Depreciation, depletion, amortization and accretion | $75,935 | $72,948 | | Plus (minus) Select Items, net | $43,063 | $12,211 | | Maintenance capital utilized | $(16,100) | $(13,500) | | Distributions to preferred unitholders | $(24,002) | $(18,684) | | Available Cash before Reserves | $77,672 | $55,729 | - Available Cash before Reserves increased by **$21.943 million (39.4%)** year-over-year[203](index=203&type=chunk) - Select Items, net, increased significantly to **$43.063 million** in Q1 2023, largely due to unrealized losses on derivative transactions[206](index=206&type=chunk) [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) [General](index=47&type=section&id=General) - The company uses non-GAAP measures like Available Cash before Reserves and Segment Margin to evaluate business performance[208](index=208&type=chunk)[209](index=209&type=chunk) [Segment Margin](index=47&type=section&id=Segment%20Margin) - Segment Margin is a key measure used by the CEO to evaluate segment performance[210](index=210&type=chunk) [Available Cash before Reserves](index=47&type=section&id=Available%20Cash%20before%20Reserves) - Available Cash before Reserves is used to assess financial performance and the ability to make discretionary payments[212](index=212&type=chunk)[213](index=213&type=chunk) [Disclosure Format Relating to Maintenance Capital](index=48&type=section&id=Disclosure%20Format%20Relating%20to%20Maintenance%20Capital) - The company uses 'maintenance capital utilized' as a proxy for non-discretionary expenditures[215](index=215&type=chunk)[219](index=219&type=chunk) [Maintenance Capital Requirements](index=48&type=section&id=Maintenance%20Capital%20Requirements) - Maintenance capital expenditures are costs necessary to maintain existing assets' service capability[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) [Maintenance Capital Utilized](index=48&type=section&id=Maintenance%20Capital%20Utilized) - Maintenance capital utilized represents the portion of previously incurred maintenance capital expenditures used during the quarter[220](index=220&type=chunk)[221](index=221&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) - There have been no new or material changes to the critical accounting estimates discussed in the company's Annual Report[222](index=222&type=chunk) [Forward Looking Statements](index=49&type=section&id=Forward%20Looking%20Statements) - The report contains forward-looking statements regarding future operations and performance, which involve risks and uncertainties[223](index=223&type=chunk) - Key risk factors include commodity price trends, execution of strategies, regulatory changes, and global economic conditions[224](index=224&type=chunk)[227](index=227&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states there are no material changes to market risk disclosures since the Annual Report - No material changes to quantitative and qualitative disclosures about market risk since the Annual Report[228](index=228&type=chunk) - Additional details on derivative instruments are provided in Note 16 to the financial statements[228](index=228&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated disclosure controls and procedures as effective, with no material changes to internal control - Disclosure controls and procedures were evaluated as effective as of March 31, 2023[229](index=229&type=chunk) - No material changes to internal control over financial reporting occurred during Q1 2023[230](index=230&type=chunk) [PART II. OTHER INFORMATION](index=52&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) This section notes no material developments in legal proceedings since the Annual Report filing - No material developments in legal proceedings since the filing of the Annual Report on Form 10-K[233](index=233&type=chunk) - A **$1 million** threshold is used for disclosing environmental matters, with no reportable proceedings for the period[234](index=234&type=chunk) [Item 1A. Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) This section states there have been no material changes to the risk factors disclosed in the Annual Report - No material change in risk factors as previously disclosed in the Annual Report on Form 10-K[235](index=235&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the first quarter of 2023 - No unregistered sales of equity securities occurred during Q1 2023[236](index=236&type=chunk) [Item 3. Defaults upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities[237](index=237&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety is included in Exhibit 95 to this Form 10-Q - Mine safety disclosures for Green River and Granger, Wyoming mines are provided in Exhibit 95[238](index=238&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - No other information to report[239](index=239&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements, certifications, and data files - Exhibits include Certificate of Limited Partnership, Credit Agreement, Supplemental Indenture, Certifications, and Mine Safety Disclosures[241](index=241&type=chunk)