Note 12. Commitments and Contingencies

The Partnership is subject to contingencies, including legal proceedings and claims arising out of the normal course of business that cover a wide range of matters, including, among others, environmental matters and contract and employment claims.

Purchase Commitments

The Partnership has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Partnership may be liable to pay penalties to the appropriate supplier. As of December 31, 2025, the Partnership has fulfilled all gallonage commitments. The following provides minimum volume purchase requirements at December 31, 2025 (in thousands of gallons):

2026

  ​ ​ ​

123,600

2027

 

13,800

2028

 

6,900

2029

 

4,600

2030

 

3,500

Thereafter

 

5,900

Total

 

158,300

Brand Fee Agreement

The Partnership entered into a brand fee agreement with ExxonMobil which entitles the Partnership to operate retail gasoline stations under the Mobil-branded trade name and related trade logos. The fees, which are based upon an estimate of the volume of gasoline and diesel to be sold at the gasoline stations acquired from ExxonMobil in 2010, are

due on a monthly basis. The brand fee agreement expires in September 2030. The following provides total future minimum payments under the agreement with a non-cancellable term of one year or more at December 31, 2025 (in thousands):

2026

  ​ ​ ​

$

11,412

2027

 

11,412

2028

11,412

2029

11,412

2030

7,609

Total

$

53,257

Total expenses reflected in cost of sales related to this agreement were $9.8 million, $9.0 million and $9.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Other Commitments

In February 2013, the Partnership assumed access right agreements with the Port of Columbia County (formerly known as Port of St. Helens) for access rights to the rail spur and dock located at the Partnership’s Oregon facility. The total expense under these agreements amounted to $0.8 million, $0.9 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the remaining ratable commitment on these access right agreements, with expirations through 2066, was $26.3 million.

Operating Leases

Please see Note 4 for a discussion of the Partnership’s operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges.

Environmental Liabilities

Please see Note 15 for a discussion of the Partnership’s environmental liabilities.

Legal Proceedings

Please see Note 23 for a discussion of the Partnership’s legal proceedings.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Feb 29, 2024
2022Feb 27, 2023
2021Feb 28, 2022
2020Mar 5, 2021
2019Mar 6, 2020
2018Mar 8, 2019
2017Mar 9, 2018
2016Mar 10, 2017
2015Feb 29, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.