17. Condensed Consolidating Financial Information

Our $1.1 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries, except Genesis Free State Pipeline, LLC, Genesis NEJD Pipeline, LLC and certain other minor subsidiaries. Genesis NEJD Pipeline, LLC is 100% owned by Genesis Energy, L.P., the parent company. The remaining non-guarantor subsidiaries are owned by Genesis Crude Oil, L.P., a guarantor subsidiary. Genesis Energy Finance Corporation has no independent assets or operations. See Note 9 for additional information regarding our consolidated debt obligations.

During the second quarter of 2015, the Company took action related to certain non-guarantor subsidiaries that resulted in these subsidiaries previously categorized as non-guarantor subsidiaries becoming wholly owned guarantor subsidiaries. The changes made to guarantor subsidiaries did not impact the Company's previously reported consolidated net operating results, financial position, or cash flows. The condensed consolidating balance sheet as of December 31, 2014 and the condensed consolidating statements of operations for the three and six months ended June 30, 2014 as well as the condensed consolidating statements of cash flows for the six months ended June 30, 2014 have been retrospectively adjusted to reflect these updates to our guarantor subsidiaries as though the subsidiaries had been guarantors in all periods presented.

The following is condensed consolidating financial information for Genesis Energy, L.P., the guarantor subsidiaries and the non-guarantor subsidiaries.

Unaudited Condensed Consolidating Balance Sheet

June 30, 2015



	Genesis Energy, L.P. (Parent and Co-Issuer)		Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	6	$	—	$	8,006		$	707		$	—		$	8,719
Other current assets	1,406,653		—		338,521			50,763			(1,444,886		)	351,051
Total current assets	1,406,659		—		346,527			51,470			(1,444,886		)	359,770
Fixed assets, at cost	—		—		2,045,180			75,466			—			2,120,646
Less: Accumulated depreciation	—		—		(286,734		)	(18,142		)	—			(304,876		)
Net fixed assets	—		—		1,758,446			57,324			—			1,815,770
Goodwill	—		—		325,046			—			—			325,046
Other assets, net	29,677		—		267,482			143,627			(151,500		)	289,286
Equity investees	—		—		614,409			—			—			614,409
Investments in subsidiaries	1,602,824		—		100,279			—			(1,703,103		)	—
Total assets	$	3,039,160	$	—	$	3,412,189		$	252,421		$	(3,299,489	)	$	3,404,281
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	12,471	$	—	$	1,772,548		$	2,113		$	(1,445,014	)	$	342,118
Senior secured credit facility	585,200		—		—			—			—			585,200
Senior unsecured notes	1,100,000		—		—			—			—			1,100,000
Deferred tax liabilities	—		—		20,005			—			—			20,005
Other liabilities	—		—		15,470			151,331			(151,332		)	15,469
Total liabilities	1,697,671		—		1,808,023			153,444			(1,596,346		)	2,062,792
Partners’ capital	1,341,489		—		1,604,166			98,977			(1,703,143		)	1,341,489
Total liabilities and partners’ capital	$	3,039,160	$	—	$	3,412,189		$	252,421		$	(3,299,489	)	$	3,404,281

Unaudited Condensed Consolidating Balance Sheet

December 31, 2014



	Genesis Energy, L.P. (Parent and Co-Issuer)		Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9	$	—	$	8,310		$	1,143		$	—		$	9,462
Other current assets	1,378,573		—		333,385			46,215			(1,412,269		)	345,904
Total current assets	1,378,582		—		341,695			47,358			(1,412,269		)	355,366
Fixed assets, at cost	—		—		1,823,556			75,502			—			1,899,058
Less: Accumulated depreciation	—		—		(251,171		)	(16,886		)	—			(268,057		)
Net fixed assets	—		—		1,572,385			58,616			—			1,631,001
Goodwill	—		—		325,046			—			—			325,046
Other assets, net	28,421		—		269,252			146,700			(154,192		)	290,181
Equity investees	—		—		628,780			—			—			628,780
Investments in subsidiaries	1,434,255		—		97,195			—			(1,531,450		)	—
Total assets	$	2,841,258	$	—	$	3,234,353		$	252,674		$	(3,097,911	)	$	3,230,374
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	11,016	$	—	$	1,761,856		$	2,705		$	(1,412,432	)	$	363,145
Senior secured credit facility	550,400		—		—			—			—			550,400
Senior unsecured notes	1,050,639		—		—			—			—			1,050,639
Deferred tax liabilities	—		—		18,754			—			—			18,754
Other liabilities	—		—		18,233			154,021			(154,021		)	18,233
Total liabilities	1,612,055		—		1,798,843			156,726			(1,566,453		)	2,001,171
Partners’ capital	1,229,203		—		1,435,510			95,948			(1,531,458		)	1,229,203
Total liabilities and partners’ capital	$	2,841,258	$	—	$	3,234,353		$	252,674		$	(3,097,911	)	$	3,230,374

Unaudited Condensed Consolidating Statement of Operations

Three Months Ended June 30, 2015



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
REVENUES:
Pipeline transportation services	$	—		$	—	$	14,378		$	5,813		$	—		$	20,191
Refinery services	—			—		45,272			5,859			(4,807		)	46,324
Marine transportation	—			—		62,594			—			—			62,594
Supply and logistics	—			—		529,073			(3,966		)	2,111			527,218
Total revenues	—			—		651,317			7,706			(2,696		)	656,327
COSTS AND EXPENSES:
Supply and logistics costs	—			—		517,230			(3,433		)	2,110			515,907
Marine transportation costs	—			—		35,286			—			—			35,286
Refinery services operating costs	—			—		25,081			5,526			(4,772		)	25,835
Pipeline transportation operating costs	—			—		6,974			(92		)	—			6,882
General and administrative	—			—		14,861			(29		)	—			14,832
Depreciation and amortization	—			—		28,249			(44		)	—			28,205
Total costs and expenses	—			—		627,681			1,928			(2,662		)	626,947
OPERATING INCOME	—			—		23,636			5,778			(34		)	29,380
Equity in earnings of subsidiaries	48,777			—		2,099			—			(50,876		)	—
Equity in earnings of equity investees	—			—		18,661			—			—			18,661
Interest (expense) income, net	(17,887		)	—		3,787			(3,805		)	—			(17,905		)
Other income/(expense), net	(19,225		)	—		1,696			—			—			(17,529		)
Income before income taxes	11,665			—		49,879			1,973			(50,910		)	12,607
Income tax benefit (expense)	—			—		(1,023		)	81			—			(942		)
NET INCOME	$	11,665		$	—	$	48,856		$	2,054		$	(50,910	)	$	11,665

Unaudited Condensed Consolidating Statement of Operations

Three Months Ended June 30, 2014



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
REVENUES:
Pipeline transportation services	$	—		$	—	$	16,942		$	6,250		$	—		$	23,192
Refinery services	—			—		51,694			4,571			(3,464		)	52,801
Marine transportation	—			—		55,948			—			—			55,948
Supply and logistics	—			—		883,108			—			—			883,108
Total revenues	—			—		1,007,692			10,821			(3,464		)	1,015,049
COSTS AND EXPENSES:
Supply and logistics costs	—			—		872,169			—			—			872,169
Marine transportation costs	—			—		36,905			—			—			36,905
Refinery services operating costs	—			—		30,399			4,212			(3,463		)	31,148
Pipeline transportation operating costs	—			—		8,172			211			—			8,383
General and administrative	—			—		14,696			—			—			14,696
Depreciation and amortization	—			—		19,851			640			—			20,491
Total costs and expenses	—			—		982,192			5,063			(3,463		)	983,792
OPERATING INCOME	—			—		25,500			5,758			(1		)	31,257
Equity in earnings of subsidiaries	35,214			—		1,796			—			(37,010		)	—
Equity in earnings of equity investees	—			—		4,922			—			—			4,922
Interest (expense) income, net	(14,066		)	—		3,932			(3,935		)	—			(14,069		)
Income before income taxes	21,148			—		36,150			1,823			(37,011		)	22,110
Income tax expense	—			—		(890		)	(72		)	—			(962		)
NET INCOME	$	21,148		$	—	$	35,260		$	1,751		$	(37,011	)	$	21,148

Unaudited Condensed Consolidating Statement of Operations

Six Months Ended June 30, 2015



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
REVENUES:
Pipeline transportation services	$	—		$	—	$	27,792		$	12,257		$	—		$	40,049
Refinery services	—			—		90,591			7,971			(6,114		)	92,448
Marine transportation	—			—		119,965			—			—			119,965
Supply and logistics	—			—		930,722			—			—			930,722
Total revenues	—			—		1,169,070			20,228			(6,114		)	1,183,184
COSTS AND EXPENSES:
Supply and logistics costs	—			—		912,064			—			—			912,064
Marine transportation costs	—			—		66,880			—			—			66,880
Refinery services operating costs	—			—		51,300			7,645			(6,083		)	52,862
Pipeline transportation operating costs	—			—		13,455			341			—			13,796
General and administrative	—			—		28,053			—			—			28,053
Depreciation and amortization	—			—		54,045			1,285			—			55,330
Total costs and expenses	—			—		1,125,797			9,271			(6,083		)	1,128,985
OPERATING INCOME	—			—		43,273			10,957			(31		)	54,199
Equity in earnings of subsidiaries	88,184			—		3,486			—			(91,670		)	—
Equity in earnings of equity investees	—			—		34,180			—			—			34,180
Interest (expense) income, net	(37,079		)	—		7,601			(7,642		)	—			(37,120		)
Other income/(expense), net	(19,225		)	—		1,696			—			—			(17,529		)
Income before income taxes	31,880			—		90,236			3,315			(91,701		)	33,730
Income tax expense	—			—		(1,934		)	84			—			(1,850		)
NET INCOME	$	31,880		$	—	$	88,302		$	3,399		$	(91,701	)	$	31,880

Unaudited Condensed Consolidating Statement of Operations

Six Months Ended June 30, 2014



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
REVENUES:
Pipeline transportation services	$	—		$	—	$	31,477		$	12,635		$	—		$	44,112
Refinery services	—			—		103,424			10,645			(7,075		)	106,994
Marine transportation	—			—		112,241			—			—			112,241
Supply and logistics	—			—		1,771,421			—			—			1,771,421
Total revenues	—			—		2,018,563			23,280			(7,075		)	2,034,768
COSTS AND EXPENSES:
Supply and logistics costs	—			—		1,748,749			—			—			1,748,749
Marine transportation costs	—			—		72,679			—			—			72,679
Refinery services operating costs	—			—		61,990			10,058			(7,705		)	64,343
Pipeline transportation operating costs	—			—		15,408			453			—			15,861
General and administrative	—			—		26,706			—			—			26,706
Depreciation and amortization	—			—		38,511			1,260			—			39,771
Total costs and expenses	—			—		1,964,043			11,771			(7,705		)	1,968,109
OPERATING INCOME	—			—		54,520			11,509			630			66,659
Equity in earnings of subsidiaries	77,793			—		3,572			—			(81,365		)	—
Equity in earnings of equity investees	—			—		12,740			—			—			12,740
Interest (expense) income, net	(26,870		)	—		7,898			(7,901		)	—			(26,873		)
Income before income taxes	50,923			—		78,730			3,608			(80,735		)	52,526
Income tax benefit (expense)	—			—		(1,477		)	(126		)	—			(1,603		)
NET INCOME	$	50,923		$	—	$	77,253		$	3,482		$	(80,735	)	$	50,923

Unaudited Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
Net cash (used in) provided by operating activities	$	(30,856	)	$	—	$	145,231		$	2,233		$	(45,506	)	$	71,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets	—			—		(240,646		)	—			—			(240,646		)
Cash distributions received from equity investees - return of investment	71,787			—		11,490			—			(71,787		)	11,490
Investments in equity investees	(197,722		)	—		(1,750		)	—			197,722			(1,750		)
Repayments on loan to non-guarantor subsidiary	—			—		2,692			—			(2,692		)	—
Proceeds from asset sales	—			—		2,228			—			—			2,228
Other, net	—			—		(729		)	—			—			(729		)
Net cash provided by (used) in investing activities	(125,935		)	—		(226,715		)	—			123,243			(229,407		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility	550,500			—		—			—			—			550,500
Repayments on senior secured credit facility	(515,700		)	—		—			—			—			(515,700		)
Proceeds from issuance of senior unsecured notes	400,000			—		—			—			—			400,000
Repayment of senior unsecured notes	(350,000		)	—		—			—			—			(350,000		)
Debt issuance costs	(8,418		)	—		—			—			—			(8,418		)
Issuance of common units for cash, net	197,722			—		197,722			—			(197,722		)	197,722
Distributions to partners/owners	(117,316		)	—		(117,316		)	—			117,316			(117,316		)
Other, net	—			—		774			(2,669		)	2,669			774
Net cash provided by (used in) financing activities	156,788			—		81,180			(2,669		)	(77,737		)	157,562
Net (decrease) increase in cash and cash equivalents	(3		)	—		(304		)	(436		)	—			(743		)
Cash and cash equivalents at beginning of period	9			—		8,310			1,143			—			9,462
Cash and cash equivalents at end of period	$	6		$	—	$	8,006		$	707		$	—		$	8,719

Unaudited Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2014



	Genesis Energy, L.P. (Parent and Co-Issuer)			Genesis Energy Finance Corporation (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Genesis Energy, L.P. Consolidated
Net cash (used in) provided by operating activities	$	(175,807	)	$	—	$	351,163		$	2,672		$	(72,831	)	$	105,197
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets	—			—		(240,994		)	—			—			(240,994		)
Cash distributions received from equity investees - return of investment	23,385			—		6,173			—			(23,385		)	6,173
Investments in equity investees	—			—		(14,826		)	—			—			(14,826		)
Repayments on loan to non-guarantor subsidiary	—			—		2,433			—			(2,433		)	—
Proceeds from asset sales	—			—		133			—			—			133
Other, net	—			—		(2,635		)	—			—			(2,635		)
Net cash used in investing activities	23,385			—		(249,716		)	—			(25,818		)	(252,149		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility	1,181,200			—		—			—			—			1,181,200
Repayments on senior secured credit facility	(1,271,800		)	—		—			—			—			(1,271,800		)
Proceeds from issuance of senior unsecured notes	350,000			—		—			—			—			350,000
Debt issuance costs	(10,752		)	—		—			—			—			(10,752		)
Issuance of common units for cash, net	—			—		—			—			—			—
Distributions to partners/owners	(96,236		)	—		(96,236		)	—			96,236			(96,236		)
Other, net	—			—		—			(2,413		)	2,413			—
Net cash provided by (used in) financing activities	152,412			—		(96,236		)	(2,413		)	98,649			152,412
Net (decrease) increase in cash and cash equivalents	(10		)	—		5,211			259			—			5,460
Cash and cash equivalents at beginning of period	20			—		8,050			796			—			8,866
Cash and cash equivalents at end of period	$	10		$	—	$	13,261		$	1,055		$	—		$	14,326