Genesis Energy, L.P. (NYSE:GEL) Q3 2020 Earnings Conference Call November 5, 2020 9:30 AM ET Company Participants Grant Sims – Chief Executive Officer Bob Deere – Chief Financial Officer Ryan Sims – Senior Vice President, Finance and Corporate Development Conference Call Participants Theresa Chen – Barclays Shneur Gershuni – UBS T. J. Schultz – RBC Capital Markets Operator Welcome to the 2020 Third Quarter Conference Call for Genesis Energy. Genesis has four business segments. The offshore pipeline transpor ...

Genesis Energy, L.P. (NYSE:GEL) Q2 2020 Earnings Conference Call August 5, 2020 9:30 AM ET Company Participants Karen Pape - Senior Vice President & Controller Grant Sims - Chief Executive Officer Conference Call Participants Kyle May - Capital One Securities Shneur Gershuni - UBS Karen Pape Welcome to the 2020 Second Quarter Conference Call for Genesis Energy. Genesis has four business segments. The Offshore Pipeline Transportation segment is engaged in providing critical infrastructure to move oil produce ...

Genesis Energy, L.P. (NYSE:GEL) Q1 2020 Results Conference Call May 6, 2020 10:00 AM ET Company Participants Grant Sims - CEO Bob Deere - CFO Conference Call Participants TJ Schultz - RBC Shneur Gershuni - UBS Kyle May - Capital One Securities Operator Good morning. Welcome to the 2020 First Quarter Conference Call for Genesis Energy. Genesis has four business segments. The Offshore Pipeline Transportation segment is engaged in providing critical infrastructure to move oil produced from the long-lived, worl ...

Genesis Energy, L.P. (NYSE:GEL) Q4 2019 Earnings Conference Call February 19, 2020 10:00 AM ET Company Participants Grant Sims – Chief Executive Officer Bob Deere – Chief Financial Officer Ryan Sims – Senior Vice President-Finance and Corporate Development Conference Call Participants Shneur Gershuni – UBS Investment Bank Kyle May – Capital One Securities TJ Schultz – RBC Capital Markets Sunil Sibal – Seaport Global Securities Operator Welcome to the 2019 Fourth Quarter Conference Call for Genesis Energy. G ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 76-0513049 (State or other jurisdiction of incorporation or organization) 919 Milam, Suite 2100, Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1 ...

Financial Performance - Net Income Attributable to Genesis Energy, L.P. for Q2 2019 was $40.1 million, a significant increase from $11.0 million in Q2 2018, driven by a $10.3 million increase in segment margin and positive changes in estimated abandonment costs[147] - Cash flow from operating activities rose to $81.6 million in Q2 2019, up from $64.5 million in Q2 2018, primarily due to the increase in segment margin[148] - Available Cash before Reserves decreased by $7.5 million, or 7.5%, to $93.5 million in Q2 2019 compared to Q2 2018, which included an $18.7 million cash distribution to preferred unitholders[149] - Revenues for Q2 2019 decreased by $117.6 million, or 16%, while total costs and expenses decreased by $143.7 million, or 21%, compared to Q2 2018[153] - The company declared a quarterly distribution of $0.55 per common unit and $0.7374 per preferred unit for Q2 2019, payable on August 14, 2019[151] - Operating cash flow for the six months ended June 30, 2019, increased to $195.6 million from $150.8 million in the same period of 2018, reflecting a rise in overall segment margin and higher distributions from equity investees[198] - Available Cash before Reserves for the three months ended June 30, 2019, was $93.468 million, compared to $101 million in the same period of 2018[207] - The net income attributable to Genesis Energy, L.P. for the three months ended June 30, 2019, was $40.120 million, significantly higher than $10.997 million in 2018[207] Segment Performance - Segment Margin for Q2 2019 was $184.1 million, reflecting a $10.3 million increase, or 6%, from $173.9 million in Q2 2018[150] - Offshore pipeline transportation Segment Margin increased to $76.5 million in Q2 2019 from $71.6 million in Q2 2018, with offshore crude oil pipeline revenue rising to $60.0 million[161] - Offshore pipeline transportation segment margin increased by $4.9 million, or 7%, in Q2 2019 compared to Q2 2018, driven by higher volumes from crude oil pipeline systems[163] - For the first six months of 2019, offshore pipeline transportation segment margin rose by $8.1 million, or 6%, primarily due to increased volumes from CHOPS and Poseidon systems[164] - Sodium minerals and sulfur services segment margin decreased by $6.8 million, or 11%, in Q2 2019 compared to Q2 2018, attributed to lower volumes in soda ash and refinery services[166] - In the first half of 2019, sodium minerals and sulfur services segment margin fell by $12.6 million, or 10%, due to increased downtime and lower volumes[167] - Onshore facilities and transportation segment margin increased by $10.2 million, or 40%, in Q2 2019 compared to Q2 2018, supported by increased volumes at rail facilities[175] - For the first six months of 2019, onshore facilities and transportation segment margin rose by $14.1 million, or 30%, compared to the same period in 2018, despite production curtailments in Alberta[176] - Marine transportation segment revenues for Q2 2019 were $58.706 million, a 4.5% increase from $56.185 million in Q2 2018[177] - Segment margin for Q2 2019 increased by $2.0 million, or 17%, compared to Q2 2018, driven by higher inland and offshore barge utilization[179] Capital Expenditures and Debt - Total capital expenditures for fixed and intangible assets for the six months ended June 30, 2019, were $74.428 million, down from $89.609 million in 2018, with maintenance capital expenditures totaling $43.251 million and growth capital expenditures totaling $31.177 million[201] - Maintenance capital expenditures in the 2019 Quarter were $25.2 million, compared to $22.2 million in the 2018 Quarter[207] - Long-term debt as of June 30, 2019, totaled approximately $3.4 billion, including $1.0 billion under the credit facility and $2.5 billion of senior unsecured notes[188] - The company plans to issue additional equity and debt securities to meet future liquidity requirements and support growth strategies[189] Market Conditions and Risks - Average closing prices for West Texas Intermediate crude oil decreased by 11.9% to $59.79 per barrel in Q2 2019, compared to $67.85 per barrel in Q2 2018, impacting revenues and costs[154] - The company expects changes in commodity prices to have a limited direct impact on Segment Margin, Net Income, and Available Cash before Reserves from its offshore Gulf of Mexico operations[154] - Factors affecting future results include demand and supply for crude oil and natural gas, throughput levels, and tariff rate changes[229] - Risks include service interruptions, changes in laws and regulations, and potential cyber-attacks on information systems[232] Strategic Outlook - The company plans to allocate a substantial portion of excess cash flow to reduce the outstanding balance under its revolving credit facility[199] - The company does not anticipate spending material growth capital expenditures on any individual projects for the remainder of 2019[202] - The company continues to pursue a long-term growth strategy that may require significant capital, focusing on acquiring assets that meet criteria for stable cash flows[201] - The company emphasizes the importance of identifying and closing strategic acquisitions and integrating them into existing operations[232] Miscellaneous - General and administrative expenses for Q2 2019 were $13.412 million, a slight decrease from $13.529 million in Q2 2018[181] - Net interest expense decreased by $2.4 million in Q2 2019, totaling $55.507 million compared to $57.909 million in Q2 2018[183] - As of June 30, 2019, the company had $731.9 million of remaining borrowing capacity under its $1.7 billion senior secured revolving credit facility[186] - Total depreciation, depletion, and amortization expense increased by $1.7 million in Q2 2019, totaling $79.353 million compared to $77.680 million in Q2 2018[182] - There have been no material changes to the commitments and obligations as reflected in the Annual Report for the year ended December 31, 2018[226] - The company has no off-balance sheet arrangements or financing partnerships beyond those disclosed in the Annual Report for the year ended December 31, 2018[227] - Forward-looking statements include expectations regarding business growth, future capital expenditures, and financial performance, which are subject to risks and uncertainties[228] - The maintenance capital utilized measure is defined as the portion of previously incurred maintenance capital expenditures utilized during the relevant quarter, which is crucial for determining Available Cash before Reserves[224] - Future maintenance capital utilized calculations will only reflect expenditures incurred since December 31, 2013[225] - The company does not intend to update forward-looking statements unless required by applicable securities laws[231]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-12295 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 76- ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Genesis Energy, L.P. is a master limited partnership in midstream energy and a leading global producer of natural soda ash, operating across four segments - Genesis Energy provides integrated midstream services for crude oil and natural gas, and is a leading global producer of **natural soda ash**[27](index=27&type=chunk) - The company acquired its Alkali Business, a trona mining and soda ash production operation, for approximately **$1.325 billion** in cash on September 1, 2017[29](index=29&type=chunk) - Operations are managed through four reportable segments: offshore pipeline transportation, sodium minerals and sulfur services, onshore facilities and transportation, and marine transportation[33](index=33&type=chunk) - In October 2018, the company divested its Powder River Basin midstream assets, receiving approximately **$300 million** in net proceeds used for debt reduction[31](index=31&type=chunk)[59](index=59&type=chunk) [Description of Segments and Related Assets](index=11&type=section&id=Description%20of%20Segments%20and%20Related%20Assets) The company's assets are diversified across four key segments, including offshore and onshore pipelines, sodium minerals and sulfur services, and marine transportation Offshore Crude Oil Pipeline Assets (Operating) | Pipeline | System Miles | Design Capacity (Bbls/day) | Interest Owned | 2018 Throughput (Bbls/day, 100% basis) | | :--- | :--- | :--- | :--- | :--- | | **Main Lines** | | | | | | CHOPS | 380 | 500,000 | 100% | 202,121 | | Poseidon | 358 | 350,000 | 64% | 234,960 | | Odyssey | 120 | 200,000 | 29% | 115,239 | | Eugene Island & Other | 184 | 39,000 | 29% | 10,147 | | **Total Main Lines** | **1,042** | **1,089,000** | | **562,467** | Offshore Natural Gas Pipeline Assets (Operating) | Pipeline | System Miles | Design Capacity (MMcf/day) | Interest Owned | | :--- | :--- | :--- | :--- | | Independence Trail | 135 | 1,000 | 100% | | High Island Offshore System | 287 | 500 | 100% | | Anaconda Gathering System | 183 | 300 | 100% | | Manta Ray Offshore Gathering | 237 | 800 | 25.7% | | Nautilus System | 101 | 600 | 25.7% | | **Total** | **970** | **3,313** | | - The Alkali Business holds leases for approximately **88,000 acres** in Wyoming, with an estimated **903 million metric tonnes** of proved and probable trona ore reserves, providing over **100 years** of reserve life[37](index=37&type=chunk) - The sulfur removal business serves **ten refining operations** with an average remaining contract term of **four and a half years**, marketing NaHS as the sole consideration[41](index=41&type=chunk)[94](index=94&type=chunk) Onshore Crude Oil Pipeline Systems | System | Product | Design Capacity (Bbls/day) | 2018 Throughput (Bbls/day) | System Miles | | :--- | :--- | :--- | :--- | :--- | | Texas System | Crude Oil | 60,000 - 275,000 | 33,303 | 47 | | Jay System | Crude Oil | 150,000 | 14,036 | 135 | | Mississippi System | Crude Oil | 45,000 | 6,359 | 220 | | Louisiana System | Crude Oil / Intermediates | 350,000 | 159,754 | 51 | Marine Transportation Fleet | Fleet Type | Number of Barges | Number of Push/Tug Boats | Aggregate Capacity (Bbls) | | :--- | :--- | :--- | :--- | | Inland | 82 | 33 | 2,285,000 | | Offshore | 9 | 9 | 884,000 | | American Phoenix (Tanker) | 1 | - | 330,000 | [Regulation](index=22&type=section&id=Regulation) The company's operations are subject to extensive federal and state regulations covering pipeline rates, maritime trade, mining, and environmental compliance - Interstate common carrier pipeline operations are regulated by **FERC** under the Interstate Commerce Act, requiring "just and reasonable" and non-discriminatory rates[134](index=134&type=chunk) - Marine transportation is restricted by the **Jones Act**, mandating U.S.-built, registered, owned, and manned vessels for U.S. coastwise trade[143](index=143&type=chunk) - Wyoming mining operations require permits from the **WDEQ**, imposing detailed reclamation obligations, with a reclamation bond of approximately **$80 million** as of December 31, 2018[151](index=151&type=chunk) - The company is subject to significant environmental regulations, including **CERCLA**, **RCRA**, the **Clean Water Act**, and the **Clean Air Act**[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk)[165](index=165&type=chunk) - Pipeline operations are subject to safety regulations by **PHMSA**, requiring integrity management programs for pipelines in High Consequence Areas[176](index=176&type=chunk)[177](index=177&type=chunk) [Reporting of Ore Reserve and Mineral Resources](index=29&type=section&id=Reporting%20of%20Ore%20Reserve%20and%20Mineral%20Resources) The company reports 902.7 million short tons of proven and probable trona ore reserves for its Alkali Business, sufficient for over 100 years of production Estimated In-Place Trona Ore Reserve (as of Dec 31, 2018) | Extraction Method | Reserve Category | Million Short Tons (dry weight) | Grade (% Trona) | | :--- | :--- | :--- | :--- | | **Dry Mining** | Proven | 298.3 | 89.7% | | | Probable | 158.4 | 89.1% | | | **Total** | **456.7** | **89.5%** | | **Solution Mining** | Probable | 446.0 | 86.3% | | | **Total** | **446.0** | **86.3%** | | **Total Alkali** | **Total Reserves** | **902.7** | **87.9%** | - Total proven and probable trona ore reserves of **902.7 million short tons** are estimated to sustain production for over **100 years** at current rates[206](index=206&type=chunk) - Mineral rights for trona operations are secured through leases covering **88,342 acres** from the Federal government, the State of Wyoming, and Anadarko Petroleum[198](index=198&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from high indebtedness, commodity volume dependence, environmental regulations, and potential adverse partnership tax treatment - As of December 31, 2018, the company had approximately **$1.0 billion** in senior secured and **$2.5 billion** in senior unsecured indebtedness, with restrictive covenants[209](index=209&type=chunk) - Profitability depends on maintaining or increasing commodity volumes (crude oil, natural gas, soda ash, NaHS), influenced by external factors like producer capital expenditures and global demand[227](index=227&type=chunk)[228](index=228&type=chunk) - The company faces risks from climate change legislation and regulations, potentially decreasing demand for transported products and increasing operating costs through GHG emission controls[253](index=253&type=chunk)[258](index=258&type=chunk) - The company's partnership tax treatment requires at least **90%** "qualifying income"; failure could result in corporate taxation, substantially reducing cash for distributions[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - The Davison family collectively owns **10.3%** of Class A and **77.0%** of Class B Common Units, enabling significant influence, including electing a majority of the board, potentially leading to conflicts of interest[280](index=280&type=chunk) [Unresolved Staff Comments](index=49&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[312](index=312&type=chunk) [Properties](index=49&type=section&id=Item%202.%20Properties) Information regarding the company's properties is detailed in Item 1, "Business" - Details on the company's properties are provided in the 'Business' section (Item 1) of the report[313](index=313&type=chunk) [Legal Proceedings](index=49&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various incidental claims and lawsuits, but management does not expect a material adverse effect on its financial condition - The company states that pending legal proceedings are not expected to have a material adverse effect on its financial condition[314](index=314&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information concerning mine safety and other regulatory actions at the Green River, Wyoming mine is provided in Exhibit 95 of the Form 10-K - Mine safety disclosures for the Green River, Wyoming mine are included in Exhibit 95 to this Form 10-K[315](index=315&type=chunk) Part II [Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Unitholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Genesis Energy, L.P.'s Class A common units are traded on the NYSE under "GEL," with 122.5 million units outstanding as of February 28, 2019 - The company's Class A common units are listed on the NYSE under the symbol "**GEL**"[318](index=318&type=chunk) - As of February 28, 2019, there were **122,539,221** Class A common units and **39,997** Class B Common Units outstanding[5](index=5&type=chunk) [Selected Financial Data](index=51&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of selected financial and operational data, highlighting a net loss of $6.1 million in 2018 compared to net income in 2017 Selected Financial Data (2018 vs. 2017) | Metric (in thousands, except per unit data) | 2018 | 2017 | | :--- | :--- | :--- | | **Total revenues** | $2,912,770 | $2,028,377 | | **Net income (loss) attributable to Genesis Energy, L.P.** | $(6,075) | $82,647 | | **Net income (loss) per Common Unit (Basic and Diluted)** | $(0.62) | $0.50 | | **Cash distributions declared per Common Unit** | $2.1000 | $2.6525 | | **Total assets (at end of period)** | $6,479,071 | $7,137,481 | | **Long-term liabilities (at end of period)** | $3,704,237 | $3,966,602 | Selected Operational Volumes (2018 vs. 2017) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Offshore crude oil pipeline (barrels per day) | 562,467 | 591,667 | | Onshore crude oil pipeline (barrels per day) | 247,409 | 212,768 | | Soda Ash volumes (short tons sold) | 3,669,206 | 1,274,421 | | NaHS sales (DST) | 150,671 | 133,404 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2018, Genesis Energy reported a net loss of $6.1 million, primarily due to impairment and higher costs, despite a 20% increase in Segment Margin driven by the Alkali Business - Reported a Net Loss Attributable to Genesis Energy, L.P. of **$6.1 million** in 2018, down from a Net Income of **$82.6 million** in 2017, mainly due to a **$126.3 million** impairment expense and increased depreciation and interest costs[331](index=331&type=chunk) - Segment Margin increased by **$118.2 million (20%)** to **$712.8 million** in 2018, primarily due to a full twelve months of contribution from the Alkali Business[335](index=335&type=chunk) - Available Cash before Reserves (a non-GAAP measure) increased by **$77.1 million** to **$466.1 million** in 2018[334](index=334&type=chunk) - As of December 31, 2018, the company had **$728.7 million** of borrowing capacity available under its **$1.7 billion** senior secured revolving credit facility[412](index=412&type=chunk) [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Total Segment Margin increased by 20% in 2018, driven by the Sodium Minerals and Sulfur Services and Onshore Facilities segments, partially offset by decreases in Offshore Pipeline and Marine Transportation Segment Margin Contribution (2018 vs. 2017) | Segment (in thousands) | 2018 | 2017 | Change (%) | | :--- | :--- | :--- | :--- | | Offshore pipeline transportation | $285,014 | $317,540 | (10.2%) | | Sodium minerals and sulfur services | $260,488 | $130,333 | +100.0% | | Onshore facilities and transportation | $119,918 | $96,376 | +24.4% | | Marine transportation | $47,338 | $50,294 | (5.9%) | | **Total Segment Margin** | **$712,758** | **$594,543** | **+19.9%** | - Offshore Pipeline Transportation Segment Margin decreased by **$32.5 million (10%)** in 2018 due to lower volumes from scheduled and unscheduled downtime at several connected production facilities[356](index=356&type=chunk) - Sodium Minerals and Sulfur Services Segment Margin increased by **$130.2 million (100%)** in 2018, principally due to including a full twelve months of contributions from the Alkali Business[359](index=359&type=chunk) - Onshore Facilities and Transportation Segment Margin increased by **$23.5 million (24%)** in 2018, driven by increased volumes from recently completed infrastructure in the Baton Rouge corridor[366](index=366&type=chunk) - Marine Transportation Segment Margin decreased by **$3.0 million (6%)** in 2018, primarily due to offshore barges operating on short-term spot contracts at lower rates and increased dry-docking costs[369](index=369&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2018, Genesis maintained strong liquidity with $728.7 million available under its credit facility and increased net cash from operations, while significantly reducing capital expenditures - At December 31, 2018, total long-term debt was **$3.4 billion**, consisting of **$1.0 billion** under the credit facility and **$2.5 billion** in senior unsecured notes[416](index=416&type=chunk) - Net cash provided by operating activities increased to **$390.0 million** in 2018 from **$323.6 million** in 2017, primarily due to a **$118.2 million** increase in segment margin[432](index=432&type=chunk) Capital Expenditures (2018 vs. 2017) | Expenditure Type (in thousands) | 2018 | 2017 | | :--- | :--- | :--- | | Maintenance capital expenditures | $81,299 | $62,044 | | Growth capital expenditures | $82,870 | $194,329 | | **Total capital expenditures for fixed assets** | **$164,169** | **$256,373** | | Business combinations capital expenditures | $0 | $1,325,000 | | **Total Capital Expenditures** | **$167,187** | **$1,581,373** | - The quarterly distribution per common unit was increased sequentially throughout 2018, from **$0.52** for Q1 to **$0.55** for Q4[443](index=443&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=80&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from commodity price volatility and floating interest rates, which it mitigates using derivative instruments - The company utilizes **NYMEX** commodity-based futures and option contracts to hedge its exposure to market price fluctuations for crude oil and petroleum products[477](index=477&type=chunk) - The company is exposed to floating interest rates on its credit facility, with **$1.0 billion** of debt outstanding as of December 31, 2018; a **10%** change in LIBOR would have impacted net income by approximately **$5.9 million** for 2018[483](index=483&type=chunk) Open Commodity Derivative Contracts (as of Dec 31, 2018) | Contract Type | Unit | Contract Volumes (in 000's) | Weighted Avg. Price | | :--- | :--- | :--- | :--- | | **Sell (Short) Contracts** | | | | | Crude Oil | Bbl | 349 | $51.48/Bbl | | Natural Gas Swaps | MMBTU | 502 | $0.62/MMBTU | | 6 Fuel Oil | Bbl | 382 | $51.41/Bbl | | **Buy (Long) Contracts** | | | | | Crude Oil | Bbl | 234 | $49.37/Bbl | | Natural Gas | MMBTU | 590 | $2.92/MMBTU | [Financial Statements and Supplementary Data](index=81&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section indicates that the required financial statements and supplementary data are included in the report - The required financial statements and supplementary data are included in the report as set forth in the "Index to Consolidated Financial Statements"[485](index=485&type=chunk) [Controls and Procedures](index=81&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2018, with an unqualified attestation report from Ernst & Young LLP - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[486](index=486&type=chunk) - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2018, and concluded it was effective based on the **COSO 2013 framework**[490](index=490&type=chunk) - Ernst & Young LLP issued an unqualified attestation report on the effectiveness of the Partnership's internal control over financial reporting[492](index=492&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=83&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Genesis Energy, L.P. is managed by its general partner, with a seven-member board elected by Class B Common Unitholders, where the Davison family holds significant influence - The board of directors of the general partner is elected by holders of Class B Common Units[496](index=496&type=chunk) - Members of the Davison family collectively own **77.0%** of the Class B Common Units, giving them significant influence and the ability to elect at least a majority of the board[497](index=497&type=chunk) - Grant E. Sims serves as Chairman of the Board and Chief Executive Officer, while Kenneth M. Jastrow II serves as the lead independent director[501](index=501&type=chunk)[502](index=502&type=chunk) - The board has determined that **four of its seven directors** are independent under NYSE rules: Sharilyn S. Gasaway, Kenneth M. Jastrow II, Conrad P. Albert, and Jack T. Taylor[499](index=499&type=chunk) [Executive Compensation](index=88&type=section&id=Item%2011.%20Executive%20Compensation) The executive compensation program aligns interests with unitholder value through base salary, annual bonuses, and cash-based long-term incentives tied to performance metrics, with CEO Grant E. Sims' total compensation at $843,201 in 2018 2018 Summary Compensation for Named Executive Officers (NEOs) | Name & Principal Position | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Grant E. Sims, CEO | 650,000 | — | 193,201 | 843,201 | | Robert V. Deere, CFO | 450,000 | — | 137,864 | 587,864 | | Edward T. Flynn, EVP | 500,000 | 930,958 | 19,976 | 1,450,934 | | Richard R. Alexander, VP | 325,000 | 260,000 | 136,308 | 721,308 | | Chad A. Landry, VP | 325,000 | 178,750 | 46,106 | 549,856 | - In 2018, the G&C Committee, with input from independent consultant BDO, used a peer group of **17 energy companies** to assess competitive compensation levels[538](index=538&type=chunk)[540](index=540&type=chunk) - Following a distribution reset in 2017, the long-term incentive plan shifted in 2018 to cash-based awards, **80% performance-based**, tied to metrics including Available Cash before Reserves, leverage ratios, and safety[557](index=557&type=chunk)[559](index=559&type=chunk) - The CEO to median employee pay ratio for 2018 was **7:1**, with the CEO's total compensation at **$843,201** and the median employee's at **$118,176**[601](index=601&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters](index=99&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Unitholder%20Matters) This section details the beneficial ownership of the company's units as of February 28, 2019, highlighting significant holdings by institutional investors and the Davison family Beneficial Ownership of Common Units (as of Feb 28, 2019) | Name | Class A Common Units (%) | Class B Common Units (%) | | :--- | :--- | :--- | | **Directors & Officers** | | | | James E. Davison, Jr. | 4.3% | 34.1% | | James E. Davison | 2.8% | 23.6% | | Grant E. Sims (CEO) | 2.4% | 17.7% | | All directors & exec officers (as a group) | 10.8% | 80.8% | | **5%+ Owners** | | | | OppenheimerFunds, Inc. | 13.5% | — | | Chickasaw Capital Management, LLC | 8.9% | — | | Alerian MLP ETF | 8.9% | — | | Clearbridge Investments, LLC | 8.0% | — | - Two entities, Rodeo Finance Aggregator LLC and GSO Rodeo Holdings LP, each beneficially own **12,486,299** Class A Convertible Preferred Units[606](index=606&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=100&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in certain related-party transactions, including aircraft use and employment of family members, and has determined four of its directors are independent - The company paid its CEO, Grant E. Sims, a total of **$0.7 million** in 2018 for the business use of his privately-owned aircraft[608](index=608&type=chunk) - Family members of CEO Grant E. Sims and director James E. Davison, Sr. are employed by the company, receiving aggregate W-2 compensation of less than **$1.1 million** in 2018[609](index=609&type=chunk) - The board of directors has determined that **four of its members** (Ms. Gasaway and Messrs. Jastrow, Albert, and Taylor) are independent under NYSE rules[611](index=611&type=chunk) [Principal Accountant Fees and Services](index=100&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the fees paid to the company's independent registered public accounting firms, totaling $3.0 million in 2018 and $4.2 million in 2017, all pre-approved by the audit committee Accountant Fees (in thousands) | Fee Category | 2018 | 2017 | | :--- | :--- | :--- | | Audit Fees | $2,977 | $2,867 | | Tax Fees | $0 | $1,308 | | All Other Fees | $8 | $4 | | **Total** | **$2,985** | **$4,179** | - All services provided by the independent auditors in 2018 and 2017 were pre-approved by the audit committee[616](index=616&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=102&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K, including key agreements and compensation plans - This section provides an index of all financial statements, schedules, and exhibits filed with the Form 10-K[620](index=620&type=chunk) [Form 10-K Summary](index=108&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the filing - The Form 10-K Summary is not applicable[629](index=629&type=chunk)