GENESIS ENERGY LP

To the Board of Directors of Genesis Energy, LLC and Unitholders of Genesis Energy, L.P.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Genesis Energy, L.P. and its subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of partners’ capital and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Partnership’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment – Refinery Services Reporting Unit

As described in Notes 2 and 10 to the consolidated financial statements, the Partnership’s goodwill balance was $302.0 million as of December 31, 2024, all of which relates to the refinery services reporting unit. Goodwill represents the excess of purchase price over fair value of net assets acquired. Goodwill is evaluated annually at October 1, and more frequently if indicators of impairment are present. If a quantitative assessment is performed, and the fair value of the reporting unit is less than its carrying value including associated goodwill amounts, the goodwill of that reporting unit is considered to be impaired. As disclosed by management, they performed a quantitative assessment as of October 1, 2024 for the refinery services reporting unit, and no impairment was recorded. The fair value of the reporting unit was determined using the income approach and is predicated on the assumptions regarding the future economic prospects of the reporting unit. Such assumptions include (i) discrete financial forecasts for the assets contained within the reporting unit, which rely on management’s estimates of operating margins, (ii) an exit multiple for cash flows beyond the discrete forecast period, and (iii) an appropriate discount rate.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the refinery services reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the refinery services reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the exit multiple and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the refinery services reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the refinery services reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of the underlying data used in the model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the exit multiple and discount rate. Evaluating management’s assumptions related to the exit multiple involved evaluating whether the assumption used by management was reasonable considering (i) the consistency with external market and industry data and (ii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption.

Estimation of Variable Consideration – Long-Term Contracts in the Offshore Pipeline Transportation Segment

As described in Note 3 to the consolidated financial statements, the Partnership has recognized current contract liabilities of $41.6 million (included in accrued liabilities) and non-current contract liabilities of $82.2 million (included in other long-term liabilities), as of December 31, 2024. As disclosed by management, the Partnership’s offshore pipeline transportation segment has certain long-term contracts with customers that include variable consideration that must be estimated at contract inception and re-assessed at each reporting period. Total consideration for these arrangements is recognized as revenue over the applicable contract period and is based on the Partnership’s measure of satisfaction of its corresponding performance obligation. The estimated performance obligation over the life of a contract includes significant judgments by management including volume and forecasted production information, future price indexing, the Partnership’s ability to transport volumes produced by its customers, and the contract period. The Partnership also constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. Differences between the amounts billed to customers and the revenue recognized on a contract results in the recognition of a contract asset or liability.

The principal considerations for our determination that performing procedures relating to the estimation of variable consideration related to long-term contracts in the offshore pipeline transportation segment is a critical audit matter are (i) the significant judgment by management when developing the estimates of variable consideration, which includes the assumption for volumes and forecasted production information and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimates of variable consideration for these contracts.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including the control over the estimates of variable consideration. These procedures also included, among others (i) testing management’s process for developing the estimates of variable consideration; (ii) evaluating the appropriateness of the methodology used by management; (iii) testing the completeness and accuracy of underlying data used in calculating the estimate; and (iv) evaluating, on a sample basis, the reasonableness of the significant assumption used by management related to volumes and forecasted production information specific to each contract. Evaluating management’s assumption related to volumes and forecasted production information involved evaluating whether the assumption used by management was reasonable considering (i) management's historical forecasting accuracy; (ii) evidence to support the volumes and forecasted production information; and (iii) the timely identification of circumstances which may require a modification to the previous estimate.

/s/PricewaterhouseCoopers LLP

Houston, Texas

March 3, 2025

We have served as the Partnership’s auditor since 2023.