Condensed Consolidating Financial Information

Our $1.8 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 8 for additional information regarding our consolidated debt obligations.

During 2015, the Company determined the need to revise its disclosures and presentation with respect to the Condensed Consolidating Financial Information included in this footnote. These revisions relate solely to transactions between Genesis Energy, L.P. and its subsidiaries and only impact the information that is presented in the Condensed Consolidating Financial Information presented herein and does not affect the Consolidated Financial Statements in any way. The Company determined that adjustments to the presentation relating to advances to and from affiliates was necessary and were made. This resulted in the reclassification of such advances from current assets and liabilities to long term assets and liabilities. The condensed consolidated statement of cash flows for the three months ended March 31, 2015 has been adjusted to reflect these changes. There is also a schedule below that reflects all these adjustments and reconciles from what has been disclosed in previous filings to what we represent in the financial statements below. In addition to this restatement, the Company took action related to certain non-guarantor subsidiaries that resulted in these subsidiaries, that were previously categorized as non-guarantor subsidiaries, becoming wholly owned guarantor subsidiaries. As a result, the condensed consolidating statement of operations and the condensed consolidating statements of cash flows for the three months ended March 31, 2016 have been retrospectively adjusted to reflect this change 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

March 31, 2016



	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	$	—	$	9,067		$	3,238		$	—		$	12,311
Other current assets	25		—		304,833			9,468			(266		)	314,060
Total current assets	31		—		313,900			12,706			(266		)	326,371
Fixed assets, at cost	—		—		4,399,064			77,585			—			4,476,649
Less: Accumulated depreciation	—		—		(394,083		)	(22,342		)	—			(416,425		)
Net fixed assets	—		—		4,004,981			55,243			—			4,060,224
Goodwill	—		—		325,046			—			—			325,046
Other assets, net	12,221		—		397,746			138,739			(129,673		)	419,033
Advances to affiliates	2,745,965		—		—			53,764			(2,799,729		)	—
Equity investees	—		—		438,700			—			—			438,700
Investments in subsidiaries	2,350,451		—		90,700			—			(2,441,151		)	—
Total assets	$	5,108,668	$	—	$	5,571,073		$	260,452		$	(5,370,819	)	$	5,569,374
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	28,719	$	—	$	229,053		$	—		$	(398	)	$	257,374
Senior secured credit facility	1,280,000		—		—			—			—			1,280,000
Senior unsecured notes	1,808,575		—		—			—			—			1,808,575
Deferred tax liabilities	—		—		23,286			—			—			23,286
Advances from affiliates	—		—		2,799,729			—			(2,799,729		)	—
Other liabilities	—		—		174,620			171,189			(129,511		)	216,298
Total liabilities	3,117,294		—		3,226,688			171,189			(2,929,638		)	3,585,533
Partners’ capital, common units	1,991,374		—		2,344,385			97,739			(2,441,181		)	1,992,317
Noncontrolling interests	—		—		—			(8,476		)	—			(8,476		)
Total liabilities and partners’ capital	$	5,108,668	$	—	$	5,571,073		$	260,452		$	(5,370,819	)	$	5,569,374

Unaudited Condensed Consolidating Balance Sheet

December 31, 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	$	—	$	8,288		$	2,601		$	—		$	10,895
Other current assets	50		—		285,313			10,422			(364		)	295,421
Total current assets	56		—		293,601			13,023			(364		)	306,316
Fixed assets, at cost	—		—		4,232,641			77,585			—			4,310,226
Less: Accumulated depreciation	—		—		(356,530		)	(21,717		)	—			(378,247		)
Net fixed assets	—		—		3,876,111			55,868			—			3,931,979
Goodwill	—		—		325,046			—			—			325,046
Other assets, net	13,140		—		394,294			140,409			(125,977		)	421,866
Advances to affiliates	2,619,493		—		—			47,034			(2,666,527		)	—
Equity investees	—		—		474,392			—			—			474,392
Investments in subsidiaries	2,353,804		—		90,741			—			(2,444,545		)	—
Total assets	$	4,986,493	$	—	$	5,454,185		$	256,334		$	(5,237,413	)	$	5,459,599
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	35,338	$	—	$	267,294		$	—		$	(496	)	$	302,136
Senior secured credit facility	1,115,000		—		—			—			—			1,115,000
Senior unsecured notes	1,807,054		—		—			—			—			1,807,054
Deferred tax liabilities	—		—		22,586			—			—			22,586
Advances from affiliates	—		—		2,666,527			—			(2,666,527		)	—
Other liabilities	—		—		150,877			167,006			(125,811		)	192,072
Total liabilities	2,957,392		—		3,107,284			167,006			(2,792,834		)	3,438,848
Partners’ capital, common units	2,029,101		—		2,346,901			97,678			(2,444,579		)	2,029,101
Noncontrolling interests	—		—		—			(8,350		)	—			(8,350		)
Total liabilities and partners’ capital	$	4,986,493	$	—	$	5,454,185		$	256,334		$	(5,237,413	)	$	5,459,599

Unaudited Condensed Consolidating Statement of Operations

Three Months Ended March 31, 2016



	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:
Offshore pipeline transportation services	$	—		$	—	$	76,126		$	—		$	—		$	76,126
Onshore pipeline transportation services	—			—		12,606			5,545			—			18,151
Refinery services	—			—		42,294			803			(561		)	42,536
Marine transportation	—			—		52,036			—			—			52,036
Supply and logistics	—			—		189,565			—			—			189,565
Total revenues	—			—		372,627			6,348			(561		)	378,414
COSTS AND EXPENSES:
Supply and logistics costs	—			—		181,033			—			—			181,033
Marine transportation costs	—			—		33,022			—			—			33,022
Refinery services operating costs	—			—		20,446			1,100			(561		)	20,985
Offshore pipeline transportation operating costs	—			—		17,305			629			—			17,934
Onshore pipeline transportation operating costs	—			—		6,440			296			—			6,736
General and administrative	—			—		12,221			—			—			12,221
Depreciation and amortization	—			—		46,010			625			—			46,635
Total costs and expenses	—			—		316,477			2,650			(561		)	318,566
OPERATING INCOME	—			—		56,150			3,698			—			59,848
Equity in earnings of subsidiaries	68,658			—		78			—			(68,736		)	—
Equity in earnings of equity investees	—			—		10,717			—			—			10,717
Interest (expense) income, net	(34,325		)	—		3,634			(3,696		)	—			(34,387		)
Income before income taxes	34,333			—		70,579			2			(68,736		)	36,178
Income tax expense	—			—		(910		)	(91		)	—			(1,001		)
NET INCOME	34,333			—		69,669			(89		)	(68,736		)	35,177
Net loss attributable to noncontrolling interest	—			—		—			126			—			126
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.	$	34,333		$	—	$	69,669		$	37		$	(68,736	)	$	35,303

Unaudited Condensed Consolidating Statement of Operations

Three Months Ended March 31, 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:
Offshore pipeline transportation services	$	—		$	—	$	790		$	—		$	—		$	790
Onshore pipeline transportation services	—			—		12,820			6,248			—			19,068
Refinery services	—			—		45,319			2,112			(1,307		)	46,124
Marine transportation	—			—		57,371			—			—			57,371
Supply and logistics	—			—		403,504			—			—			403,504
Total revenues	—			—		519,804			8,360			(1,307		)	526,857
COSTS AND EXPENSES:
Supply and logistics costs	—			—		396,157			—			—			396,157
Marine transportation costs	—			—		31,594			—			—			31,594
Refinery services operating costs	—			—		26,219			2,119			(1,311		)	27,027
Offshore pipeline transportation operating costs	—			—		243			—			—			243
Onshore pipeline transportation operating costs	—			—		6,507			164			—			6,671
General and administrative	—			—		13,221			—			—			13,221
Depreciation and amortization	—			—		26,480			645			—			27,125
Total costs and expenses	—			—		500,421			2,928			(1,311		)	502,038
OPERATING INCOME	—			—		19,383			5,432			4			24,819
Equity in earnings of subsidiaries	39,407			—		1,640			—			(41,047		)	—
Equity in earnings of equity investees	—			—		15,519			—			—			15,519
Interest (expense) income, net	(19,192		)	—		3,814			(3,837		)	—			(19,215		)
Income before income taxes	20,215			—		40,356			1,595			(41,043		)	21,123
Income tax benefit (expense)	—			—		(911		)	3			—			(908		)
NET INCOME	$	20,215		$	—	$	39,445		$	1,598		$	(41,043	)	$	20,215

Unaudited Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2016



	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	$	33,558		$	—	$	70,795		$	3,661		$	(66,908	)	$	41,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets	—			—		(118,252		)	—			—			(118,252		)
Cash distributions received from equity investees - return of investment	—			—		5,788			—			—			5,788
Investments in equity investees	—			—		(1,135		)	—			—			(1,135		)
Acquisitions	—			—		(25,394		)	—			—			(25,394		)
Intercompany transfers	(126,471		)	—		—			—			126,471			—
Repayments on loan to non-guarantor subsidiary	—			—		1,471			—			(1,471		)	—
Contributions in aid of construction costs	—			—		4,088			—			—			4,088
Proceeds from asset sales	—			—		224			—			—			224
Other, net	—			—		130			—			—			130
Net cash provided by (used) in investing activities	(126,471		)	—		(133,080		)	—			125,000			(134,551		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility	319,400			—		—			—			—			319,400
Repayments on senior secured credit facility	(154,400		)	—		—			—			—			(154,400		)
Intercompany transfers	—			—		133,203			(6,733		)	(126,470		)	—
Distributions to partners/owners	(72,087		)	—		(72,087		)	—			72,087			(72,087		)
Other, net	—			—		1,948			3,709			(3,709		)	1,948
Net cash provided by (used in) financing activities	92,913			—		63,064			(3,024		)	(58,092		)	94,861
Net (decrease) increase in cash and cash equivalents	—			—		779			637			—			1,416
Cash and cash equivalents at beginning of period	6			—		8,288			2,601			—			10,895
Cash and cash equivalents at end of period	$	6		$	—	$	9,067		$	3,238		$	—		$	12,311

Unaudited Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 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	$	34,229		$	—	$	63,024		$	10,730		$	(45,518	)	$	62,465
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets	—			—		(111,504		)	—			—			(111,504		)
Cash distributions received from equity investees - return of investment	11,013			—		7,827			—			(11,013		)	7,827
Investments in equity investees	—			—		(1,750		)	—			—			(1,750		)
Intercompany transfers	(86,700		)	—		—			—			86,700			—
Repayments on loan to non-guarantor subsidiary	—			—		1,329			—			(1,329		)	—
Proceeds from asset sales	—			—		1,768			—			—			1,768
Other, net	—			—		29			—			—			29
Net cash used in investing activities	(75,687		)	—		(102,301		)	—			74,358			(103,630		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility	226,200			—		—			—			—			226,200
Repayments on senior secured credit facility	(128,200		)	—		—			—			—			(128,200		)
Intercompany transfers	—			—		94,858			(8,158		)	(86,700		)	—
Distributions to partners/owners	(56,542		)	—		(56,542		)	—			56,542			(56,542		)
Other, net	—			—		1,383			(1,318		)	1,318			1,383
Net cash provided by (used in) financing activities	41,458			—		39,699			(9,476		)	(28,840		)	42,841
Net (decrease) increase in cash and cash equivalents	—			—		422			1,254			—			1,676
Cash and cash equivalents at beginning of period	9			—		8,352			1,101			—			9,462
Cash and cash equivalents at end of period	$	9		$	—	$	8,774		$	2,355		$	—		$	11,138

See below for revisions to previously presented Condensed Consolidating Financial Information.



Cash Flow Restatements	As Previously Reported		Adjustment		As Revised
March 31, 2015
Parent Column
Net cash provided by operating activities	(52,471	)	86,700		34,229
Intercompany transfers (investing)	—		(86,700	)	(86,700	)
Net cash used in investing activities	11,013		(86,700	)	(75,687	)
Guarantor Column
Net cash provided by operating activities	157,725		(94,701	)	63,024
Intercompany transfers (financing)	—		94,858		94,858
Net cash provided by (used in) financing activities	(55,159	)	94,858		39,699
Non-Guarantor Column
Net cash provided by operating activities	2,729		8,001		10,730
Intercompany transfers (financing)	—		(8,158	)	(8,158	)
Net cash provided by (used in) financing activities	(1,318	)	(8,158	)	(9,476	)
Eliminations Column
Intercompany transfers (investing)	—		86,700		86,700
Net cash used in investing activities	(12,342	)	86,700		74,358
Intercompany transfers (financing)	—		(86,700	)	(86,700	)
Net cash provided by (used in) financing activities	57,860		(86,700	)	(28,840	)