Genesis Energy (GEL) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.3

GENESIS ENERGY, L.P.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2011		2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011		3
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements		4

GENESIS ENERGY, L.P.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2011 and the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 give effect to the acquisition by Genesis Energy, L.P. (“Genesis” or the “Company”) of interests in several Gulf of Mexico crude oil pipeline systems from Marathon Oil Company. The acquired pipeline interests (the “Acquired Interests”) include a 28% interest in Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”), a 100% interest in Marathon Offshore Pipeline, LLC (“MOPL”), and a 29% interest in Odyssey Pipeline L.L.C (“Odyssey”). MOPL (subsequently named GEL Offshore Pipeline, LLC) includes a 23% interest in the Eugene Island crude oil pipeline system and a 100% interest in two small offshore pipelines. These pro forma financial statements, including the related assumptions and adjustments described in the notes thereto, are referred to as the Unaudited Pro Forma Financial Statements. See Note 1 below for additional information related to the acquired pipeline interests.

The Unaudited Pro Forma Statements are based upon the (i) historical audited financial statements of the Company, Poseidon and MOPL, and (ii) historical financial information of Odyssey. The acquired ownership interests in Poseidon and Odyssey are accounted for under the equity method of accounting and are presented in the accompanying pro forma financial statements accordingly. The acquisition of MOPL was accounted for using the acquisition method in accordance with Financial Accounting Standards Board Accounting Standards Codification 805,Business Combinations (“ASC 805”). The assets acquired and liabilities assumed from MOPL have been recorded at their estimated fair values on a preliminary basis. The preliminary allocation of fair value used in the Unaudited Pro Forma Financial Statements is based on management’s preliminary valuation. The estimates and assumptions are subject to change upon finalization of the valuation. Actual amounts recorded upon finalization of estimates of fair values may differ from the information presented in the Unaudited Pro Forma Financial Statements. However, it is not anticipated that any final adjustments will have a material impact on the Company’s pro forma operating results.

The Unaudited Pro Forma Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Genesis’ Annual Report on Form 10-K for the year ended December 31, 2011, and the audited financial statements of Poseidon and MOPL included in this current report on Form 8-K/A. Separate financial statements of Odyssey are excluded as it is insignificant in relation to the other acquired pipeline interests and to the Company’s financial position and results of operations.

The Unaudited Pro Forma Financial Statements were prepared assuming that the acquisition of the pipeline interests and the related borrowings to fund the acquisition were consummated as of December 31, 2011 for the Unaudited Pro Forma Condensed Consolidated Balance Sheet, and as of January 1, 2011 for the Unaudited Pro Forma Condensed Consolidated Statement of Operations. The Unaudited Pro Forma Financial Statements have been prepared based upon assumptions deemed appropriate by Genesis and may not be indicative of actual results.

- 1 -

GENESIS ENERGY, L.P.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2011

(In thousands)

				Historical					Historical
				28% Equity					29% Equity
	Historical			Interest in		Historical			Interest in		Pro Forma			Pro Forma
	Genesis			Poseidon		MOPL			Odyssey		Adjustments			Genesis
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,817				$	200							$	11,017
Accounts receivables—trade, net		237,989					747								238,736
Inventories		101,124													101,124
Other		26,174													26,174
Total current assets		376,104			—		947			—		—			377,051
FIXED ASSETS, at cost		541,138					31,540					(22,722	)A		568,871
												18,915	B
Less: Accumulated depreciation		(124,213	)				(22,722	)				22,722	A		(124,213	)
Net fixed assets		416,925			—		8,818			—		18,915			444,658
NET INVESTMENT IN DIRECT
FINANCING LEASES, net of unearned income		162,460													162,460
EQUITY INVESTEES		326,947			34,532					1,320		11,179	C		510,264
												136,286	D
INTANGIBLE ASSETS, net of amortization		93,356													93,356
GOODWILL		325,046													325,046
OTHER ASSETS, net of amortization		30,006													30,006
TOTAL ASSETS	$	1,730,844		$	34,532	$	9,765		$	1,320	$	166,380		$	1,942,841
LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:
Accounts payable—trade	$	199,357				$	218							$	199,575
Accrued liabilities		50,071					6								50,077
Total current liabilities		249,428			—		224			—		—			249,652
SENIOR SECURED CREDIT FACILITIES		409,300										205,900	E		615,200
SENIOR UNSECURED NOTES		250,000													250,000
DEFERRED TAX LIABILITIES		12,549					183					(183	)F		12,549
OTHER LONG-TERM LIABILITIES		16,929					5,873								22,802
PARTNERS’ CAPITAL:
Common unitholders		792,638													792,638
Equity					34,532		3,485			1,320		(39,337	)G		—
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	1,730,844		$	34,532	$	9,765		$	1,320	$	166,380		$	1,942,841

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

- 2 -

GENESIS ENERGY, L.P.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(In thousands, except amounts per unit)

				Historical					Historical
				28% Equity					29% Equity
	Historical			Interest in		Historical			Interest in		Pro Forma			Pro Forma
	Genesis			Poseidon		MOPL			Odyssey		Adjustments			Genesis
REVENUES:
Supply and logistics	$	2,825,768												$	2,825,768
Refinery services		201,711													201,711
Pipeline transportation services		62,190					7,024								69,214
Total revenues		3,089,669			—		7,024			—		—			3,096,693
COSTS AND EXPENSES:
Supply and logistics costs:
Product costs		2,643,687													2,643,687
Operating costs		123,121													123,121
Refinery services operating costs		126,782													126,782
Pipeline transportation operating costs		16,964					935					906	H		18,805
General and administrative		34,473					796					(485	)I		34,784
Depreciation and amortization		61,926					1,126					1,892	J		64,944
Net loss on disposal of surplus assets		264													264
Total costs and expenses		3,007,217			—		2,857			—		2,313			3,012,387
OPERATING INCOME		82,452			—		4,167			—		(2,313	)		84,306
Equity in earnings of equity investees		3,347			15,375					1,674		(4,543	)K		14,735
												(1,118	)L
Interest expense		(35,767	)									(6,177	)M		(41,944	)
Income from continuing operations before income taxes		50,032			15,375		4,167			1,674		(14,151	)		57,097
Income tax benefit (expense)		1,217					(1,459	)				1,459	N		1,217
INCOME FROM CONTINUING OPERATIONS	$	51,249		$	15,375	$	2,708		$	1,674	$	(12,692	)	$	58,314
NET INCOME ATTRIBUTABLE TO
GENESIS ENERGY, L.P. PER COMMON UNIT:
Basic and Diluted	$	0.75												$	0.86
WEIGHTED AVERAGE OUTSTANDING
COMMON UNITS:
Basic and Diluted		67,938													67,938

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

- 3 -

GENESIS ENERGY, L.P.

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except where otherwise indicated)

Note 1. Acquisition of the Gulf of Mexico Pipeline Interests

On January 3, 2012, Genesis acquired from Marathon Oil Company interests in several Gulf of Mexico crude oil pipeline systems described below. The total purchase price was $205.9 million, subject to post-closing adjustments. The purchase price was funded with cash available under our credit facility.

Poseidon is comprised of a 367-mile network of crude oil pipelines, varying in diameter from 16 to 24 inches, with capacity to deliver approximately 400,000 barrels per day of crude oil from developments in the central and western offshore Gulf of Mexico to other pipelines and terminals onshore and offshore Louisiana. MOPL includes a 23% interest in the Eugene Island system and a 100% interest in two small offshore pipelines. The Eugene Island system is comprised of a 183-mile network of crude oil pipelines, the main pipeline of which is 20 inches in diameter, with capacity to deliver approximately 200,000 barrels per day of crude oil from developments in the central Gulf of Mexico to other pipelines and terminals onshore Louisiana. Odyssey is comprised of a 120-mile network of crude oil pipelines, varying in diameter from 12 to 20 inches, with capacity to deliver up to 300,000 barrels per day of crude oil from developments in the eastern Gulf of Mexico to other pipelines and terminals onshore Louisiana.

Note 2. Pro Forma Adjustments

The following adjustments are included in the Unaudited Pro Forma Condensed Consolidated Balance Sheet and the Unaudited Pro Forma Condensed Consolidated Statement of Operations to reflect the estimated impact of the acquisition on the historical combined results of Genesis and the Acquired Interests.

(A) Adjustment to eliminate historical accumulated depreciation recorded by MOPL.

(B) Adjustment to reflect the excess of the preliminary fair value allocation over historical cost related to the acquisition of MOPL fixed assets. The preliminary allocation of fair value for MOPL is summarized as follows (in thousands):

Cash and cash equivalents	$	200
Accounts receivable		747
Fixed assets		27,733
Accounts payable		(218	)
Accrued liabilities		(6	)
Other long-term liabilities		(5,873	)
Total fair value allocated	$	22,583

(C) Adjustment to reflect the excess of the allocated fair value of $12.5 million over Genesis’ 29% interest of Odyssey’s historical members’ equity, which was $1.3 million at December 31, 2011.

(D) Adjustment to reflect the excess of the allocated fair value of $170.8 million over Genesis’ 28% interest of Poseidon’s historical members’ equity, which was $34.5 million at December 31, 2011.

(E) Adjustment to reflect the borrowings under our senior secured credit facility used to fund the acquisition.

(F) Adjustment to exclude tax liabilities of MOPL that Genesis is not assuming.

(G) Adjustment to eliminate the historical equity of the Acquired Interests.

(H) Adjustment to reflect incremental insurance expense incurred as a result of the acquisition. Each partner in Poseidon and Odyssey is responsible for providing its own insurance coverage.

(I) Adjustment to eliminate transaction costs for this transaction included in Genesis’ 2011 historical general and administrative expenses.

(J) Adjustment to record depreciation expense for MOPL based on the preliminary allocation of fair values to fixed assets using estimated weighted-average useful lives of the underlying assets of 10 years.

(K) Adjustment to reflect the amortization of the excess of Genesis’ investment over its share of historical members’ equity on the balance sheet of Poseidon. Genesis paid $136.3 million more for its interest in the entity than its share of Poseidon’s historical members’ equity at the date of the acquisition. This excess amount is amortized using the straight-line method over the estimated remaining useful life of the Poseidon assets of approximately 30 years.

- 4 -

GENESIS ENERGY, L.P.

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except where otherwise indicated)

(L) Adjustment to reflect the amortization of the excess of Genesis’ investment over its share of historical members’ equity on the balance sheet of Odyssey. Genesis paid $11.2 million more for its interest in the entity than its share of Odyssey’s historical members’ equity at the date of the acquisition. This excess amount is amortized using the straight-line method over the remaining useful life of the Odyssey assets of approximately 10 years.

(M) Adjustment to record interest expense for the borrowings to fund the acquisition at a weighted average rate of 3% under Genesis’ senior secured credit facility.

(N) Adjustment to eliminate the historical corporate income tax expense recorded by MOPL as Genesis is not a taxable entity for federal income tax purposes.

- 5 -