We issued a press release on February 16, 2017>regarding our
financial results for the quarter ended December 31, 2016, and
will hold a webcast conference call discussing those results on
February 16, 2017>at 9:00 a.m.>Central time (10:00
a.m.>Eastern time). A copy of this earnings press release is
furnished as Exhibit 99.1 to this report. The webcast conference
call will be available for replay on our website at
www.genesisenergy.com>for 30 days. A summary of this
conference call is archived on our website.

As provided in General Instruction B.2 to Form 8-K, the
information furnished in this Item 2.02 and in Exhibit 99.1
hereto shall not be deemed filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing with the
Securities and Exchange Commission, except as shall be expressly
provided by specific reference in such filing.

Use of Non-GAAP Financial Measures

Overview

This press release and the accompanying schedules include
non-generally accepted accounting principle (non-GAAP) financial
measures of Adjusted EBITDA and total Available Cash before
Reserves. In this press release, we also present total Segment
Margin as if it were a non-GAAP measure. Our Non-GAAP measures
may not be comparable to similarly titled measures of other
companies because such measures may include or exclude other
specified items. The accompanying schedules provide
reconciliations of these non-GAAP financial measures to their
most directly comparable financial measures calculated in
accordance with generally accepted accounting principles in the
United States of America (GAAP). Our non-GAAP financial measures
should not be considered (i) as alternatives to GAAP measures of
liquidity or financial performance or (ii) as being singularly
important in any particular context; they should be considered in
a broad context with other quantitative and qualitative
information. Our Available Cash before Reserves, Adjusted EBITDA
and total Segment Margin measures are just three of the relevant
data points considered from time to time.

When evaluating our performance and making decisions regarding
our future direction and actions (including making discretionary
payments, such as quarterly distributions) our board of directors
and management team has access to a wide range of historical and
forecasted qualitative and quantitative information, such as our
financial statements; operational information; various non-GAAP
measures; internal forecasts; credit metrics; analyst opinions;
performance, liquidity and similar measures; income; cash flow;
and expectations for us, and certain information regarding some
of our peers Additionally, our board of directors and management
team analyze, and place different weight on, various factors from
time to time. We believe that investors benefit from having
access to the same financial measures being utilized by
management, lenders, analysts and other market participants. We
attempt to provide adequate information to allow each individual
investor and other external user to reach her/his own conclusions
regarding our actions without providing so much information as to
overwhelm or confuse such investor or other external user.

Available Cash before Reserves

Purposes, Uses and Definition

Available Cash before Reserves, also referred to as distributable
cash flow, is a quantitative standard used throughout the
investment community with respect to publicly-traded partnerships
and is commonly used as a supplemental financial measure by
management and by external users of financial statements such as
investors, commercial banks, research analysts and rating
agencies, to aid in assessing, among other things:

We define Available Cash before Reserves as net income as
adjusted for specific items, the most significant of which are
the addition of certain non-cash gains and charges (such as
depreciation and amortization), the substitution of distributable
cash generated by our equity investees in lieu of our equity
income attributable to our equity investees (includes
distributions attributable to the quarter and received during or
promptly following such quarter), the elimination of gains and
losses on asset sales (except those from the sale of surplus
assets), unrealized gains and losses on derivative transactions
not designated

as hedges for accounting purposes, the elimination of expenses
related to acquiring or constructing assets that provide new
sources of cash flows and the subtraction of maintenance capital
utilized, which is described in detail below.

Disclosure Format Relating to Maintenance Capital

We have implemented a modified format relating to maintenance
capital requirements because of our expectation that our future
maintenance capital expenditures may change materially in nature
(discretionary vs. non-discretionary), timing and amount from
time to time. We believe that, without such modified disclosure,
such changes in our maintenance capital expenditures could be
confusing and potentially misleading to users of our financial
information, particularly in the context of the nature and
purposes of our Available Cash before Reserves measure. Our
modified disclosure format provides those users with new
information in the form of our maintenance capital utilized
measure (which we deduct to arrive at Available Cash before
Reserves). Our maintenance capital utilized measure constitutes a
proxy for non-discretionary maintenance capital expenditures and
it takes into consideration the relationship among maintenance
capital expenditures, operating expenses and depreciation from
period to period.

Maintenance Capital Requirements

Maintenance Capital Expenditures>

Maintenance capital expenditures are capitalized costs that are
necessary to maintain the service capability of our existing
assets, including the replacement of any system component or
equipment which is worn out or obsolete. Maintenance capital
expenditures can be discretionary or non-discretionary, depending
on the facts and circumstances.

Historically, substantially all of our maintenance capital
expenditures have been (a) related to our pipeline assets and
similar infrastructure, (b) non-discretionary in nature and (c)
immaterial in amount as compared to our Available Cash before
Reserves measure. Those historical expenditures were
non-discretionary (or mandatory) in nature because we had very
little (if any) discretion as to whether or when we incurred
them. We had to incur them in order to continue to operate the
related pipelines in a safe and reliable manner and consistently
with past practices. If we had not made those expenditures, we
would not have been able to continue to operate all or portions
of those pipelines, which would not have been economically
feasible. An example of a non-discretionary (or mandatory)
maintenance capital expenditure would be replacing a segment of
an old pipeline because one can no longer operate that pipeline
safely, legally and/or economically in the absence of such
replacement.

Prospectively, we believe a substantial amount of our maintenance
capital expenditures from time to time will be (a) related to our
assets other than pipelines, such as our marine vessels, trucks
and similar assets, (b) discretionary in nature and (c)
potentially material in amount as compared to our Available Cash
before Reserves measure. Those future expenditures will be
discretionary (or non-mandatory) in nature because we will have
significant discretion as to whether or when we incur them. We
will not be forced to incur them in order to continue to operate
the related assets in a safe and reliable manner. If we chose not
make those expenditures, we would be able to continue to operate
those assets economically, although in lieu of maintenance
capital expenditures, we would incur increased operating
expenses, including maintenance expenses. An example of a
discretionary (or non-mandatory) maintenance capital expenditure
would be replacing an older marine vessel with a new marine
vessel with substantially similar specifications, even though one
could continue to economically operate the older vessel in spite
of its increasing maintenance and other operating expenses.

In summary, as we continue to expand certain non-pipeline
portions of our business, we are experiencing changes in the
nature (discretionary vs. non-discretionary), timing and amount
of our maintenance capital expenditures that merit a more
detailed review and analysis than was required historically.
Managements recently increasing ability to determine if and when
to incur certain maintenance capital expenditures is relevant to
the manner in which we analyze aspects of our business relating
to discretionary and non-discretionary expenditures. We believe
it would be inappropriate to derive our Available Cash before
Reserves measure by deducting discretionary maintenance capital
expenditures, which we believe are similar in nature in this
context to certain other discretionary expenditures, such as
growth capital expenditures, distributions/dividends and equity
buybacks. Unfortunately, not all maintenance capital expenditures
are clearly discretionary or non-discretionary in nature.
Therefore, we developed a new measure, maintenance capital
utilized, that we believe is more useful in the determination of
Available Cash before Reserves. Our maintenance capital utilized
measure, which is described in more detail below, constitutes a
proxy for non-discretionary maintenance capital expenditures and
it takes into consideration the relationship among maintenance
capital expenditures, operating expenses and depreciation from
period to period.

Maintenance Capital Utilized

We believe our maintenance capital utilized measure is the most
useful quarterly maintenance capital requirements measure to use
to derive our Available Cash before Reserves measure. We define
our maintenance capital utilized measure as that portion of the
amount of previously incurred maintenance capital expenditures
that we utilize during the relevant quarter, which would be equal
to the sum of the maintenance capital expenditures we have
incurred for each project/component in prior quarters allocated
ratably over the useful lives of those projects/components.

Because we have not historically used our maintenance capital
utilized measure, our future maintenance capital utilized
calculations will reflect the utilization of solely those
maintenance capital expenditures incurred since December 31,
2013. Further, we do not have the actual comparable calculations
for our prior periods, and we may not have the information
necessary to make such calculations for such periods. And, even
if we could locate and/or re-create the information necessary to
make such calculations, we believe it would be unduly burdensome
to do so in comparison to the benefits derived.

Adjusted EBITDA

Purposes, Uses and Definition

Adjusted EBITDA, is commonly used as a supplemental financial
measure by management and by external users of financial
statements such as investors, commercial banks, research analysts
and rating agencies, to aid in assessing, among other things:

We define Adjusted EBITDA (Adjusted EBITDA) as net income or loss
plus net interest expense, income taxes, non cash gains and
charges (other than non-cash equity based compensation expense),
depreciation and amortization plus other specific items, the most
significant of which are the addition of cash received from
direct financing leases not included in income, expenses related
to acquiring assets that provide new sources of cash flow and the
effects of available cash generated by equity method investees
not included in income. We also exclude the effect on net income
or loss of unrealized gains or losses on derivative transactions.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following materials are filed as exhibits to this Current
Report on Form 8-K.