What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-05-31 compared with 2022-06-06 · 65 added, 95 removed, 470 unchanged (25% of the section changed)

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These operations are conducted through our 25 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and expect to commence operations on our propane pipeline in Michigan in June 2022.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we own a propane pipeline system in Michigan.

Business Repositioning

Over the past several years, we have undertaken a number of important strategic actions in an effort to leverage the Partnership’s core areas of competitive strength and focus on generating stable, growing and predictable cash flows, while improving our credit profile.

These steps included the sale of the following:

• Our Retail Propane segment during the years ended March 31, 2018 and 2019;

• Certain non-core water disposal businesses in the Permian and Bakken Basins during the year ended March 31, 2019;

• Certain refined products businesses including TransMontaigne Product Services, LLC (“TPSL”), our refined products business in the mid-continent region of the United States (“Mid-Con”) and our gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”) during the year ended March 31, 2020;

• Our interest in Sawtooth Caverns, LLC (“Sawtooth”) during the year ended March 31, 2022.

In our Water Solutions segment we acquired strategic water infrastructure assets including Mesquite Disposals Unlimited, LLC (“Mesquite”) and the equity interests of Hillstone Environmental Partners, LLC (“Hillstone”) during the year ended March 31, 2020, while in our Liquids Logistics segment, we acquired DCP Midstream LP’s natural gas liquids business during the year ended March 31, 2019 and an approximately 225-mile propane pipeline in Michigan (the “Ambassador Pipeline”) during the year ended March 31, 2021.

The sales of our Retail Propane segment and TPSL, Mid-Con and Gas Blending have allowed us to reduce working capital indebtedness and decrease earnings volatility.

The purchase of the two strategic water infrastructure assets assists in furthering our ongoing strategy of cash flow predictability by adding long-term contracts under acreage dedications and minimum volume commitments and provides us with significant scale and capabilities that will facilitate high-quality execution for our customers.

The purchase of the natural gas liquids terminals and the Ambassador Pipeline complement our existing natural gas liquids portfolio, provides strategic access to water for international import and export activity and also creates additional opportunities for new and existing customers to supply their business.

We believe these collective actions have substantially simplified our business mix and has allowed us to focus on what we believe are the core areas of our business and improved our overall financial position.

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For more information regarding our results of operations and reportable segments, see Part II, Item 7–“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 11 to our consolidated financial statements included in this Annual Report.

For more information regarding our dispositions and acquisitions transactions and the impact to our operations, see Note 17 and Note 18 to our consolidated financial statements included in this current Annual Report and our Annual Report on Form 10-K for the years ended March 31, 2021 and 2020 .

For more information regarding our dispositions and acquisitions transactions and the impact to our operations, see Note 17 and Note 18 to our consolidated financial statements included in this current Annual Report and our Annual Reports on Form 10-K for the years ended March 31, 2022 and 2021 .

Debt Refinancing

As previously disclosed, on February 4, 2021, we closed on a private offering of $2.05 billion of 7.5% senior secured notes due 2026 (“2026 Senior Secured Notes”) and a new credit agreement which consisted of a $500.0 million asset-based revolving credit facility (“ABL Facility”).

We used the net proceeds from the issuance to repay all outstanding borrowings under and terminate our former revolving credit facility and our term credit agreement, as well as to pay fees and expenses.

As previously disclosed, on February 4, 2021, we closed on a private offering of $2.05 billion of our 7.5% senior secured notes due 2026 (“2026 Senior Secured Notes”) and a new credit agreement which consisted of a $500.0 million asset-based revolving credit facility (“ABL Facility”).

We used the net proceeds from the issuance to repay all outstanding

borrowings under and terminate our former revolving credit facility and our term credit agreement, as well as to pay fees and expenses.

As part of this refinancing, we also agreed to certain restricted payment provisions under the 2026 Senior Secured Notes and ABL Facility, one of which was the suspension of the quarterly common unit distributions, which began with the quarter ended December 31, 2020, and all preferred unit distributions, which began with the quarter ended March 31, 2021.

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As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023.

On February 16, 2023, we amended the ABL Facility to extend the maturity date of the additional $100.0 million of commitments through the remaining term of the ABL Facility.

For additional information related to the ABL Facility and 2026 Senior Secured Notes, see Note 7 to our consolidated financial statements included in this Annual Report.

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• Prudently manage our balance sheet to provide us with maximum financial flexibility for funding our operations, capital projects and strategic acquisitions.

Our primary focus is to reduce our absolute debt and leverage and maintain sufficient liquidity to reduce our overall leverage below 4.75 to 1.00 and reinstate the payment of distributions.

Our primary focus is to reduce our absolute debt and leverage and maintain sufficient liquidity to continue to reduce our overall leverage and reinstate the payment of distributions.

We are also focused on maintaining credit metrics to manage existing and future capital requirements as well as to take advantage of market opportunities.

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• Focus on consistent annual cash flows from operations under multi-year contracts that minimize commodity price risk and generate fee-based revenues .

We intend to focus on generating revenues under long-term fixed fee contracts in addition to back-to-back contracts which minimize direct commodity price exposure.

We intend to focus on generating revenues under long-term fixed fee contracts in addition to back-to-back contracts which minimize commodity price exposure.

We seek to continue to increase cash flows that are supported by certain fixed fee, multi-year contracts, some of which include acreage dedications from producers or minimum volume commitments.

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• Our water processing facilities, which are strategically located near areas of high crude oil and natural gas production .

Our water processing facilities are located among the most prolific crude oil and natural gas producing areas in the United States, including the Delaware Basin, the Midland Basin, the Denver-Julesburg (“DJ”) Basin and the Eagle Ford Basin.

Our water processing facilities are located among the most prolific crude oil and natural gas producing areas in the United States, including the Delaware Basin, the Denver-Julesburg (“DJ”) Basin and the Eagle Ford Basin.

These assets are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments.

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• Our network of crude oil transportation and storage assets, which allows us to serve customers over a wide geographic area and optimize sales.

Our strategically deployed terminals, towboats and barges, as well as our owned and contracted pipeline capacity, provide access to a wide range of customers and markets.

Our strategically deployed terminals, as well as our owned and contracted pipeline capacity, provide access to a wide range of customers and markets.

We use this expansive network of transportation assets to deliver crude oil to optimal markets.

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• Our network of natural gas liquids transportation, terminal, and storage assets, which allows us to provide multiple services across the United States and Canada.

Our strategically located terminals, large leased railcar fleet, shipper status on common carrier pipelines, and substantial leased storage enable us to be a preferred

purchaser and seller of natural gas liquids.

Our strategically located terminals, propane pipeline system in Michigan, large leased railcar fleet, shipper status on common carrier pipelines, and substantial leased

storage enable us to be a preferred purchaser and seller of natural gas liquids.

We have a diverse base of long-standing customers and believe that our performance metrics allow us to reliably supply, store and transport products throughout the United States and Canada.

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Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers.

We operate in a number of the most prolific crude oil and natural gas producing areas in the United States including the Delaware Basin in New Mexico and Texas, the Midland Basin in Texas, the DJ Basin in Colorado and the Eagle Ford Basin in Texas.

We operate in a number of the most prolific crude oil and natural gas producing areas in the United States including the Delaware Basin in New Mexico and Texas, the DJ Basin in Colorado and the Eagle Ford Basin in Texas.

With a system that handled approximately 849.5 million barrels of produced water across its areas of operation during the year ended March 31, 2023, we believe that we are the largest independent produced water transportation and disposal company in the United States.

We currently have over 660,000 acres dedicated to our system under long-term agreements in the Northern Delaware Basin.

In addition, we have several minimum volume commitments and other commercial agreements covering the Delaware, Midland, Eagle Ford, DJ and Pinedale Anticline Basins.

We currently have approximately 670,000 acres dedicated to our system under long-term agreements in the Northern Delaware Basin.

In addition, we have several minimum volume commitments and other commercial agreements covering the Delaware, DJ, Eagle Ford and Pinedale Anticline Basins.

Our focus in building our Water Solutions business has been to secure long-term, fixed fee contracts that contain minimum volume commitments, acreage dedications or similarly strong contractual relationships with large, well-capitalized producer customers.

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Our system has approximately 730 miles of newly-built, in-service large diameter produced water pipelines connected to 57 active saltwater disposal facilities and 125 active disposal wells.

We have over 660,000 acres dedicated to the Northern Delaware system providing a multi-decade drilling inventory and significant growth opportunity.

We currently have approximately 670,000 acres dedicated to the Northern Delaware system providing a multi-decade drilling inventory and significant growth opportunity.

We own or have a possessory interest in over 120,000 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico.

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Delaware Basin (3) - Texas and New Mexico 57 125 1,489,000 3,462,300 4,951,300

Midland Basin (3) - Texas 14 14 358,300 — 358,300

Eagle Ford Basin (3)(4) - Texas 19 33 474,000 362,000 836,000

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(4) Includes one facility with a permitted processing capacity of 40,000 barrels per day in which we own a 75% interest.

(5) This facility has a design capacity of 60,000 barrels per day to process water to a recycle standard.

On March 31, 2023, we sold certain saltwater disposal assets in the Midland Basin (see Note 17 to our consolidated financial statements included in this Annual Report).

Our customers bring produced and flowback water generated by crude oil and natural gas exploration and production operations to our facilities for treatment through pipeline gathering systems and by truck.

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At our disposal facilities, we use proprietary well maintenance programs to enhance injection rates and extend the service lives of the wells.

Our facility servicing the Pinedale Anticline Basin in Wyoming has the assets and technology needed to treat the water more extensively than a typical disposal facility.

At this facility, we have the option of disposing of the water in underground injection wells or recycling the water.

With regard to recycling the water, we either process the water to the point where it can be returned to producers to be reused in future drilling operations (recycle quality water), which minimizes the impact on the aquifer, or we can treat the water to a greater extent, such that it exceeds the standards for drinking water, and can be returned to the ecosystem (discharge quality water).

The primary customers of our operations consist mainly of large publicly traded, oil and gas companies with diversified acreage positions across multiple leading oil and gas plays.

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and (c) produced water pipeline and trucked disposal agreements providing interruptible service in exchange for a fee per barrel of produced water received.

We also generate revenue from the sale of crude oil we recover in

processing the produced water.

We also generate revenue from the sale of crude oil we recover in processing the produced water.

In addition, we may charge fees for the sale of produced water for reuse by our customers, pipeline transportation fees, pipeline interconnection fees and solids disposal fees.

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Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines.

Our operations are concentrated in and around four prolific crude oil producing regions in the United States - the DJ Basin in Colorado, the Permian Basin in Texas and New Mexico, the Eagle Ford Basin in Texas and the United States Gulf Coast.

Our foundational asset in this segment is the Grand Mesa Pipeline (“Grand Mesa”), a 550-mile pipeline that transports crude oil from its origin in Weld County, Colorado to our terminal in Cushing, Oklahoma.

Grand Mesa commenced operations on November 1, 2016 and has operated continuously since then.

The main line portion of this pipeline is comprised of an undivided interest with Saddlehorn Pipeline Company, LLC (“Saddlehorn”) in which we have the right to use 150,000 barrels per day of capacity of the pipeline.

During the year ended March 31, 2022, approximately 28.4 million barrels (volume amounts are from both internal and external parties) of crude oil were transported on the Grand Mesa Pipeline.

Operating costs associated with Grand Mesa are allocated to us based on our proportionate ownership interest and throughput.

We also own and operate origin terminals at Lucerne and Riverside, Colorado, where we aggregate crude volumes of different types and grades and store them until they are ready for transfer to our Grand Mesa Pipeline.

The Lucerne terminal has 950,000 barrels of operational tankage and a 12 bay truck loading facility.

Our operations are concentrated in and around four prolific crude oil producing regions in the United States, including the DJ Basin in Colorado, the Permian Basin in Texas and New Mexico, the Eagle Ford Basin in Texas and the United States Gulf Coast.

Our foundational asset in this segment is the Grand Mesa Pipeline, a 550-mile pipeline that transports crude oil from its origin in Weld County, Colorado to our terminal in Cushing, Oklahoma.

The Grand Mesa Pipeline commenced operations on November 1, 2016 and has operated continuously since then.

The main line portion of this pipeline is comprised of an undivided interest with Saddlehorn Pipeline Company, LLC (“Saddlehorn”) in which we have ownership of 150,000 barrels per day of capacity of the pipeline.

During the year ended March 31, 2023, approximately 27.7 million barrels of crude oil were transported on the Grand Mesa Pipeline.

Operating costs associated with the Grand Mesa Pipeline are allocated to us based on our proportionate ownership interest and throughput.

We also own and operate origin terminals at Lucerne and Riverside, Colorado, where we aggregate crude oil volumes of different types and grades and store them until they are ready for transfer to the Grand Mesa Pipeline.

The Lucerne terminal has 950,000 barrels of storage and a 12 bay truck loading facility.

The Riverside terminal has 20,000 barrels of storage and a four bay truck loading facility.

Through our undivided interest in the Grand Mesa Pipeline, we have sufficient capacity to service our customer contracts at the same origin and termination points with the ability to accept additional volume commitments.

Through our ownership in the Grand Mesa Pipeline, we have sufficient capacity to service our customer contracts at the same origin and termination points with the ability to accept additional volume commitments.

We retained ownership of our previously acquired easements for the potential future development of transportation projects involving petroleum commodities other than crude oil and condensate.

With the consent and participation of Saddlehorn, we and Saddlehorn may consider future opportunities using these easements, to the extent such easements remain in effect, for projects involving the transportation of crude oil and condensate.

We own and operate a large scale crude oil terminal located in Cushing, Oklahoma with 3,626,000 barrels of storage capacity, seven off-loading lease automatic custody transfer units (“LACTs”), a full control room, on-site laboratory, and three 24-inch bi-directional pipelines each capable of moving 360,000 barrels per day.

The terminal features advantaged connectivity to other terminals and pipelines including important connections to our Grand Mesa Pipeline and to TC Energy’s terminal with access to the United States Gulf Coast via Marketlink.

We own and operate a large scale crude oil terminal located in Cushing, Oklahoma with 3,626,000 barrels of storage capacity, seven off-loading lease automatic custody transfer units (“LACTs”), a full control room, on-site quality management building, and three 24-inch bi-directional pipelines each capable of moving 360,000 barrels per day.

The terminal features advantaged connectivity to other terminals and pipelines including important connections to the Grand Mesa Pipeline and to TC Energy’s terminal with access to the United States Gulf Coast via Marketlink.

Our terminal is situated on 200 acres and is designed to be expanded based on customer demand.

Cushing is one of the most liquid crude oil trading hubs in the world and is the delivery point for the West Texas Intermediate futures contracts.

Cushing is one of the most liquid crude oil trading hubs in the world and is the delivery point for West Texas Intermediate futures contracts.

We own and operate a crude oil marine terminal in Point Comfort, Texas with 355,000 barrels of storage capacity, six off-loading LACTs and three docks (two for ocean-going barges and ships and one for inland barges).

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We purchase crude oil from producers and marketers and transport it to refineries or for resale.

Our strategically deployed terminals, towboats and barges, as well as our owned and contracted pipeline capacity, provide access to a wide range of customers and markets.

Our strategically deployed terminals, as well as our owned and contracted pipeline capacity, provide access to a wide range of customers and markets.

We use this expansive network of transportation assets to deliver crude oil to optimal markets.

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• The Grand Mesa Pipeline, which is described above, and 19 other common carrier pipelines owned by third parties;

• 396 owned and 210 leased railcars (all of which are leased or subleased to third parties);

• 13 owned towboats and 24 owned barges operating primarily in the intercoastal waterways of the United States Gulf Coast and along the Mississippi and Arkansas River systems.

We purchased an additional barge in April 2022.

All of our 396 owned railcars and 210 leased railcars are compliant with the standards for railcars built subsequent to 2011 for the commodities they are transporting.

• 396 owned railcars (all of which are leased or subleased to third parties).

All of our 396 owned railcars are compliant with the standards for railcars built subsequent to 2011 for the commodities they are transporting.

(See Part I, Item 1 “Government Regulation”).

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State Number of Pipeline Injection Stations

On March 30, 2023, we sold our marine assets (see Note 17 to our consolidated financial statements included in this Annual Report).

Our customers include crude oil refiners, producers, and marketers.

During the year ended March 31, 2022, 90% of the revenues of our Crude Oil Logistics segment were generated from our ten largest customers of the segment, of which CITGO Petroleum Corporation accounted for 12.8% of our consolidated revenues for the year ended March 31, 2022.

Sales to this customer occur mainly out of our crude oil terminal in Cushing, Oklahoma.

During the year ended March 31, 2023, 85% of the revenues of our Crude Oil Logistics segment were generated from our ten largest customers of the segment.

Additionally, certain key customers of the Crude Oil Logistics segment contribute significantly to the cash flows and profitability of the organization.

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• open credit;

• logistics capabilities, including the availability of railcars, proprietary terminals, and owned pipelines, barges, railcars and towboats;

• logistics capabilities, including the availability of railcars, proprietary terminals, and owned pipeline and railcars;

• long-term customer relationships.

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In addition, we are able to better utilize our storage assets when contango markets justify storing barrels.

When markets are in

backwardation, our inventory values decrease during the time period between when we purchase inventory and when we sell it and the declining prices also typically have an unfavorable impact on our storage tank lease rates.

When markets are in backwardation, our inventory values decrease during the time period between when we purchase inventory and when we sell it and the declining prices also typically have an unfavorable impact on our storage tank lease rates.

To help mitigate the impact of changing prices, we enter into derivative instruments to hedge our inventory.

Our Crude Oil Logistics segment operates primarily under the NGL Crude Logistics, NGL Crude Transportation, NGL Marine, NGL Crude Terminals and NGL Crude Cushing trade names.

Our Crude Oil Logistics segment operates primarily under the NGL Crude Logistics, NGL Crude Transportation, NGL Crude Terminals and NGL Crude Cushing trade names.

Liquids Logistics

Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our 24 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and expect to commence operations on our propane pipeline in Michigan in June 2022.

These operations are conducted through our 25 owned terminals, third-party storage and terminal facilities, nine common

carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we own a propane pipeline system in Michigan.

We employ a number of contractual and hedging strategies to minimize commodity exposure and maximize earnings stability of this segment.

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The terminals in East St.

Louis, Illinois and Jefferson City, Missouri are operated for us by a third party for a monthly fee under an operating and maintenance agreement that expires in November 2022.

Louis, Illinois and Jefferson City, Missouri were operated for us by a third party for a monthly fee under an operating and maintenance agreement that we terminated as of March 31, 2023.

The terminal in St.

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We own the land on which 15 of the 25 natural gas liquids terminals are located and we either have easements or lease the land on which the remaining terminals are located.

We own a natural gas liquids terminal that supports refined products blending in Port Hudson, Louisiana, and a marine export/import terminal in Norfolk, Virginia.

We own a natural gas liquids terminal that supports refined products blending in Port Hudson, Louisiana, and a marine export/import terminal in Chesapeake, Virginia.

The Port Hudson terminal is located near Baton Rouge, Louisiana, and is in proximity to other refined products infrastructure along the Colonial pipeline.

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Clair County, Michigan.

We are currently working on a Marysville, Michigan connection, which has an estimated completion date of June 2022 and will allow the Ambassador Pipeline to be fully operational.

The Wheeler propane terminal, in central Michigan, was fully permitted and operational on February 1, 2022.

The Marysville, Michigan connection was completed in August 2022 and this allowed the Ambassador Pipeline to be fully operational.

The Wheeler propane terminal, in central Michigan, is located at the mid-point of the pipeline.

These assets complement our existing assets in the upper Midwest and will expand our presence in Michigan, one of the top propane markets in the United States.

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Utah 15,750,000 16,800,000 Rail Facility

Missouri 7,560,000 7,560,000 Truck Facility

Arizona 7,056,000 7,056,000 Rail Facility;

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In addition, the federal government has in recent years granted certain tax credits for the use of biodiesel, although on several occasions these tax credits have expired.

In December 2019, the federal government passed a law to reinstate the tax credit retroactively to January 1, 2018, with the credit expiring on December 31, 2022.

In August 2022, the federal government extended the tax credit, with the tax credit now expiring on December 31, 2024.

Changes in future mandates and incentives, or decisions by the federal government related to future reinstatement of the biodiesel tax credit, could result in changes in demand for ethanol and biodiesel.

Our Liquids Logistics segment operates primarily under the NGL Supply Wholesale, NGL Supply Terminal Company, Centennial Energy, NGL Crude Logistics and Centennial Gas Liquids trade names.

Our Liquids Logistics segment operates primarily under the NGL Supply Wholesale, NGL Supply Terminal Company, Centennial Energy, Centennial Gas Liquids and NGL Crude Logistics trade names.

Human Capital

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minimum wage for all regular, full-time employees.

More than 95% of our eligible employees participate in the NGL 401(k) Plan, and we increased our employer match in our 401(k) Plan in fiscal year 2021.

More than 95% of our eligible employees participated in the NGL 401(k) Plan in fiscal year 2023.

As of January 1, 2023, we shortened the NGL 401(k) eligibility period from the first day after six months of employment to the first day of the month after three months of employment.

In addition, we provide access to a traditional PPO or a high-deductible medical plan including a health savings account with employer contributions;

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Anti-Market Manipulation.

We are subject to the anti-market manipulation provisions in the Natural Gas Act and the NGPA, which authorizes the FERC to impose fines of up to $1 million per day per violation of the Natural Gas Act, the NGPA, or their implementing regulations.

In addition, the Federal Trade Commission (“FTC”) holds statutory authority under the

Energy Independence and Security Act of 2007 to prevent market manipulation in petroleum markets, including the authority to request that a court impose fines of up to $1 million per violation.

or their implementing regulations.

In addition, the Federal Trade Commission (“FTC”) holds statutory authority under the Energy Independence and Security Act of 2007 to prevent market manipulation in petroleum markets, including the authority to request that a court impose fines of up to $1 million per violation.

These agencies have promulgated broad rules and regulations prohibiting fraud and manipulation in oil and gas markets.

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We are also subject to various reporting requirements that are designed to facilitate transparency and prevent market manipulation.

Maritime Transportation.

The Jones Act is a federal law that restricts maritime transportation between locations in the United States to vessels built and registered in the United States and owned and manned by United States citizens.

Because our fleet transports between locations in the United States, we are subject to the provisions of the law.

As a result, we are responsible for monitoring the ownership of our subsidiaries that engage in maritime transportation and for taking any remedial action necessary to ensure compliance with the Jones Act.

The Jones Act also requires that all United States-flagged vessels be manned by United States citizens.

Foreign-flagged seamen generally receive lower wages and benefits than those received by United States citizen seamen.

This requirement significantly increases operating costs of United States-flagged vessel operations compared to foreign-flagged vessel operations.

Certain foreign governments subsidize their nations’ shipyards.

This results in lower shipyard costs both for new vessels and repairs than those paid by United States-flagged vessel owners.

The United States Coast Guard and American Bureau of Shipping maintain the most stringent regimen of vessel inspection in the world, which tends to result in higher regulatory compliance costs for United States-flagged operators than for owners of vessels registered under foreign flags of convenience.

Environmental Regulation

Our operations are subject to a myriad of federal, state and local laws and regulations relating to the protection of the environment.

Our operations are subject to federal, state and local laws and regulations relating to the protection of the environment.

Existing regulatory structure shapes our decision-making and business activities in many ways, such as:

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Conversely, failure to comply with these laws and regulations may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of monetary penalties.

Certain environmental statutes impose strict and joint and several liability for costs required to clean up and restore sites where substances such as crude oil or wastes have been disposed or otherwise unlawfully released.

Certain environmental statutes impose strict and/or joint and several liability for costs required to clean up and restore sites where substances such as crude oil or wastes have been disposed or otherwise unlawfully released.

The trend in environmental regulation is to place more restrictions and limitations on activities that may adversely affect the environment.

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While natural gas liquids are not a hazardous substance within the meaning of CERCLA, other chemicals used in or generated by our operations may be classified as a hazardous substance.

Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to strict and joint and several liability for the costs of investigating and cleaning up the hazardous substances that have been released into the environment and for damages to natural resources and for the costs of certain health studies.

Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to strict and/or joint and several liability for the costs of investigating and cleaning up the hazardous substances that have been released into the environment and for damages to natural resources and for the costs of certain health studies.

It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.

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Oil Pollution Prevention .

Our operations involve the shipment of crude oil by barge through navigable waters of the United States.

The Oil Pollution Act of 1990 amended the CWA to impose liability for releases of crude oil from vessels or facilities into navigable waters.

If a release of crude oil to navigable waters occurred during shipment or from an oil terminal, we could be subject to liability under the Oil Pollution Act.

We are not currently aware of any facts, events, or conditions related to oil spills that could materially impact our consolidated results of operations or financial position.

In 1973, the EPA adopted oil pollution prevention regulations under the CWA.

These oil pollution prevention regulations, as amended several times since their original adoption, require the preparation of a Spill Prevention Control and Countermeasure (“SPCC”) plan for facilities engaged in drilling, producing, gathering, storing, processing, refining, transferring, distributing, using, or consuming crude oil and oil products, and which due to their location, could reasonably be expected to discharge oil in harmful quantities

into or upon the navigable waters of the United States.

SPCC requirements under the CWA require appropriate containment berms and similar structures to help prevent the discharge of pollutants into regulated waters in the event of a crude oil or other constituent tank spill, rupture or leak.

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Water Discharges .

The CWA and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into state waters as well as navigable waters, defined as waters of the United States (“WOTUS”), and impose requirements affecting our ability to conduct construction activities in waters and wetlands.

requirements affecting our ability to conduct construction activities in waters and wetlands.

Certain state regulations and the general permits issued under the CWA’s National Pollutant Discharge Elimination System program prohibit the discharge of pollutants and chemicals.

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The CWA prohibits the placement of dredge or fill material in wetlands or other WOTUS unless authorized by a permit issued by the U.S.

Army Corps of Engineers (“Corps”) or a delegated state agency pursuant to Section 404.

Army Corps of Engineers or a delegated state agency pursuant to Section 404.

In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities.

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However, a portion of our customers’ crude oil and natural gas production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, and our Water Solutions business treats and disposes of produced water generated from crude oil and natural gas production, including production employing hydraulic fracturing.

Legislation to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of underground injection and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical

constituents of the fluids used in the fracturing process, have been proposed in recent sessions of Congress.

Congress will likely continue to consider legislation to amend the Safe Drinking Water Act to subject hydraulic fracturing operations to regulation under the Act’s UIC program and/or require disclosure of chemicals used in the hydraulic fracturing process.

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Bernie Sanders (I-VT), which would require the President of the United States to declare a national climate emergency and take various actions to address climate change.

The ultimate outcome of any possible future federal legislative initiatives is uncertain.

The ultimate outcome of any possible future federal legislative initiatives is

In addition, several states have already adopted legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap-and-trade programs.

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On November 15, 2021, the EPA issued a proposal to revise the GHG NSPS regulations that, if finalized, would require methane emissions reductions and implementation of a fugitive emissions monitoring and repair program.

The public comment period closed on January 31, 2022, and the EPA has announced its intention to issue a supplemental proposal in 2022 that may expand on or modify the 2021 proposal in response to public input.

On November 11, 2022, the EPA supplemented its 2021 proposal, the comment period for which supplement ended February 13, 2023.

If these regulations are finalized or other future GHG regulations are more stringent, it could require us to incur costs to reduce emissions of GHGs associated with our operations and also could adversely affect demand for the products that we transport, store, process, or otherwise handle in connection with our services.

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In some states, state agencies administer these laws, while in other states, municipalities administer these laws.

conduct training programs to help ensure that our operations comply with applicable governmental regulations.

We conduct training programs to help ensure that our operations comply with applicable governmental regulations.

With respect to general operations, each state in which we operate adopts National Fire Protection Association, Pamphlet Nos.

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Railcar Regulation

We transport a significant portion of our natural gas liquids, crude oil and biodiesel via rail transportation, and we own and/or lease a fleet of crude oil, high-pressure and general purpose railcars for this purpose.

We transport a significant portion of our natural gas liquids and biodiesel via rail transportation, and we own and/or lease a fleet of crude oil, high-pressure and general purpose railcars for this purpose.

Our railcar operations are subject to the regulatory jurisdiction of the Federal Railroad Administration of the DOT, as well as other federal and state regulatory agencies.

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We believe we have conducted our operations in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances.

Our marine vessel operations are also subject to safety and operational standards established and monitored by the United States Coast Guard.

general, we expect to increase our expenditures relating to compliance with likely higher industry and regulatory safety standards such as those described above.

In general, we expect to increase our expenditures relating to compliance with likely higher industry and regulatory safety standards such as those described above.

However, these expenditures cannot be accurately estimated at this time, but we do not expect compliance with these standards to have a material adverse effect on our business.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business