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 six months ended June 30, 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.

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, 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	$	—	$	6,933		$	1,611		$	—		$	8,550
Other current assets	100		—		353,548			10,868			(540		)	363,976
Total current assets	106		—		360,481			12,479			(540		)	372,526
Fixed assets, at cost	—		—		4,511,453			77,585			—			4,589,038
Less: Accumulated depreciation	—		—		(440,277		)	(22,967		)	—			(463,244		)
Net fixed assets	—		—		4,071,176			54,618			—			4,125,794
Goodwill	—		—		325,046			—			—			325,046
Other assets, net	12,734		—		398,460			137,028			(133,335		)	414,887
Advances to affiliates	2,843,031		—		—			60,272			(2,903,303		)	—
Equity investees	—		—		427,558			—			—			427,558
Investments in subsidiaries	2,336,668		—		90,100			—			(2,426,768		)	—
Total assets	$	5,192,539	$	—	$	5,672,821		$	264,397		$	(5,463,946	)	$	5,665,811
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	34,555	$	—	$	233,286		$	—		$	(227	)	$	267,614
Senior secured credit facility	1,405,800		—		—			—			—			1,405,800
Senior unsecured notes	1,810,101		—		—			—			—			1,810,101
Deferred tax liabilities	—		—		23,995			—			—			23,995
Advances from affiliates	—		—		2,903,302			—			(2,903,302		)	—
Other liabilities	—		—		182,661			175,332			(133,173		)	224,820
Total liabilities	3,250,456		—		3,343,244			175,332			(3,036,702		)	3,732,330
Partners’ capital, common units	1,942,083		—		2,329,577			97,667			(2,427,244		)	1,942,083
Noncontrolling interests	—		—		—			(8,602		)	—			(8,602		)
Total liabilities and partners’ capital	$	5,192,539	$	—	$	5,672,821		$	264,397		$	(5,463,946	)	$	5,665,811

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 June 30, 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	$	—		$	—	$	78,994		$	—		$	—		$	78,994
Onshore pipeline transportation services	—			—		11,264			4,986			—			16,250
Refinery services	—			—		42,115			1,715			(2,506		)	41,324
Marine transportation	—			—		52,609			—			—			52,609
Supply and logistics	—			—		256,799			—			—			256,799
Total revenues	—			—		441,781			6,701			(2,506		)	445,976
COSTS AND EXPENSES:
Offshore pipeline transportation operating costs	—			—		22,044			632			—			22,676
Onshore pipeline transportation operating costs	—			—		5,480			280			—			5,760
Refinery services operating costs	—			—		22,167			1,918			(2,506		)	21,579
Marine transportation costs	—			—		34,430			—			—			34,430
Supply and logistics costs	—			—		246,360			—			—			246,360
General and administrative	—			—		11,283			—			—			11,283
Depreciation and amortization	—			—		55,275			625			—			55,900
Total costs and expenses	—			—		397,039			3,455			(2,506		)	397,988
OPERATING INCOME	—			—		44,742			3,246			—			47,988
Equity in earnings of subsidiaries	60,205			—		(156		)	—			(60,049		)	—
Equity in earnings of equity investees	—			—		12,157			—			—			12,157
Interest (expense) income, net	(35,508		)	—		3,632			(3,659		)	—			(35,535		)
Other income/(expense), net	—			—		—			—			—			—
Income before income taxes	24,697			—		60,375			(413		)	(60,049		)	24,610
Income tax benefit (expense)	—			—		(1,097		)	88			—			(1,009		)
NET INCOME	24,697			—		59,278			(325		)	(60,049		)	23,601
Net loss attributable to noncontrolling interest	—			—		—			126			—			126
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.	$	24,697		$	—	$	59,278		$	(199	)	$	(60,049	)	$	23,727

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:
Offshore pipeline transportation services	$	—		$	—	$	1,258		$	—		$	—		$	1,258
Onshore pipeline transportation services	—			—		13,120			5,813			—			18,933
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:
Offshore pipeline transportation operating costs	—			—		400			—			—			400
Onshore pipeline transportation operating costs	—			—		6,574			(92		)	—			6,482
Refinery services operating costs	—			—		25,081			5,526			(4,772		)	25,835
Marine transportation costs	—			—		35,286			—			—			35,286
Supply and logistics costs	—			—		517,230			(3,433		)	2,110			515,907
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 expense	—			—		(1,023		)	81			—			(942		)
NET INCOME	$	11,665		$	—	$	48,856		$	2,054		$	(50,910	)	$	11,665

Unaudited Condensed Consolidating Statement of Operations

Six Months Ended June 30, 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	$	—		$	—	$	155,120		$	—		$	—		$	155,120
Onshore pipeline transportation services	—			—		23,870			10,531			—			34,401
Refinery services	—			—		84,409			2,518			(3,067		)	83,860
Marine transportation	—			—		104,645			—			—			104,645
Supply and logistics	—			—		446,364			—			—			446,364
Total revenues	—			—		814,408			13,049			(3,067		)	824,390
COSTS AND EXPENSES:
Offshore pipeline transportation operating costs	—			—		39,349			1,261			—			40,610
Onshore pipeline transportation operating costs	—			—		11,920			576			—			12,496
Refinery services operating costs	—			—		42,613			3,018			(3,067		)	42,564
Marine transportation costs	—			—		67,452			—			—			67,452
Supply and logistics costs	—			—		427,393			—			—			427,393
General and administrative	—			—		23,504			—			—			23,504
Depreciation and amortization	—			—		101,285			1,250			—			102,535
Total costs and expenses	—			—		713,516			6,105			(3,067		)	716,554
OPERATING INCOME	—			—		100,892			6,944			—			107,836
Equity in earnings of subsidiaries	128,863			—		(78		)	—			(128,785		)	—
Equity in earnings of equity investees	—			—		22,874			—			—			22,874
Interest (expense) income, net	(69,833		)	—		7,266			(7,355		)	—			(69,922		)
Income before income taxes	59,030			—		130,954			(411		)	(128,785		)	60,788
Income tax expense	—			—		(2,007		)	(3		)	—			(2,010		)
NET INCOME	59,030			—		128,947			(414		)	(128,785		)	58,778
Net loss attributable to noncontrolling interest	—			—		—			252			—			252
NET INCOME ATTRIBUTABLE TO GENESIS ENERGY, L.P.	$	59,030		$	—	$	128,947		$	(162	)	$	(128,785	)	$	59,030

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:
Offshore pipeline transportation services	$	—		$	—	$	2,048		$	—		$	—		$	2,048
Onshore pipeline transportation services	—			—		25,744			12,257			—			38,001
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:
Offshore pipeline transportation operating costs	—			—		643			—			—			643
Onshore pipeline transportation operating costs	—			—		12,812			341			—			13,153
Refinery services operating costs	—			—		51,300			7,645			(6,083		)	52,862
Marine transportation costs	—			—		66,880			—			—			66,880
Supply and logistics costs	—			—		912,064			—			—			912,064
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 benefit (expense)	—			—		(1,934		)	84			—			(1,850		)
NET INCOME	$	31,880		$	—	$	88,302		$	3,399		$	(91,701	)	$	31,880

Unaudited Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 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	$	80,297		$	—	$	154,169		$	4,918		$	(135,712	)	$	103,672
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire fixed and intangible assets	—			—		(247,416		)	—			—			(247,416		)
Cash distributions received from equity investees - return of investment	—			—		11,851			—			—			11,851
Investments in equity investees	—			—		(1,135		)	—			—			(1,135		)
Acquisitions	—			—		(25,394		)	—			—			(25,394		)
Intercompany transfers	(223,537		)	—		—			—			223,537			—
Repayments on loan to non-guarantor subsidiary	—			—		2,979			—			(2,979		)	—
Contributions in aid of construction costs	—			—		8,940			—			—			8,940
Proceeds from asset sales	—			—		3,183			—			—			3,183
Other, net	—			—		107			—			—			107
Net cash provided by (used) in investing activities	(223,537		)	—		(246,885		)	—			220,558			(249,864		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on senior secured credit facility	631,900			—		—			—			—			631,900
Repayments on senior secured credit facility	(341,100		)	—		—			—			—			(341,100		)
Debt issuance costs	(1,539		)	—		—			—			—			(1,539		)
Intercompany transfers	—			—		236,775			(13,238		)	(223,537		)	—
Distributions to partners/owners	(146,021		)	—		(146,021		)	—			146,021			(146,021		)
Other, net	—			—		607			7,330			(7,330		)	607
Net cash provided by (used in) financing activities	143,240			—		91,361			(5,908		)	(84,846		)	143,847
Net (decrease) increase in cash and cash equivalents	—			—		(1,355		)	(990		)	—			(2,345		)
Cash and cash equivalents at beginning of period	6			—		8,288			2,601			—			10,895
Cash and cash equivalents at end of period	$	6		$	—	$	6,933		$	1,611		$	—		$	8,550

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	$	(2,724	)	$	—	$	102,165		$	17,167		$	(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		)
Intercompany transfers	(28,132		)	—		—			—			28,132			—
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 used in investing activities	(154,067		)	—		(226,715		)	—			151,375			(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		)
Intercompany transfers	—			—		43,059			(14,927		)	(28,132		)	—
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			—		124,239			(17,596		)	(105,869		)	157,562
Net (decrease) increase in cash and cash equivalents	(3		)	—		(311		)	(429		)	—			(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		$	—	$	7,999		$	714		$	—		$	8,719

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



Cash Flow Restatements	As Previously Reported		Adjustment		As Revised
June 30, 2015
Parent Column
Net cash provided by operating activities	(30,856	)	28,132		(2,724	)
Intercompany transfers (investing)	—		(28,132	)	(28,132	)
Net cash used in investing activities	(125,935	)	(28,132	)	(154,067	)
Guarantor Column
Net cash provided by operating activities	145,231		(43,066	)	102,165
Intercompany transfers (financing)	—		43,059		43,059
Net cash provided by (used in) financing activities	81,180		43,059		124,239
Non-Guarantor Column
Net cash provided by operating activities	2,233		14,934		17,167
Intercompany transfers (financing)	—		(14,927	)	(14,927	)
Net cash provided by (used in) financing activities	(2,669	)	(14,927	)	(17,596	)
Eliminations Column
Intercompany transfers (investing)	—		28,132		28,132
Net cash used in investing activities	123,243		28,132		151,375
Intercompany transfers (financing)	—		(28,132	)	(28,132	)
Net cash provided by (used in) financing activities	(77,737	)	(28,132	)	(105,869	)