GENESIS ENERGY LP
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
GEL$12.86+3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-03.
0001022321-25-000023
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-18.
0001022321-26-000008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 248 previous paragraphs and 262 current paragraphs.
131 unchanged; 72 reworded; 43 added; 42 removed; 3 previous and 16 current paragraphs rearranged.
Tables are not compared: 17 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (43)
Current report
Prior to February 28, 2025, our operations also included the Alkali Business. We determined that the exit of the Alkali Business and its operations in Wyoming represented a strategic and geographic shift that met the criteria for discontinued operations. Accordingly, we have separately reported the operations from the Alkali Business in the Consolidated Statements of Operations and the related assets and liabilities of the Alkali Business in the Consolidated Balance Sheets as discontinued operations. These changes have been applied retrospectively to all periods presented.
Current report
We reported Net Income from Continuing Operations of $30.5 million in 2025 compared to Net Loss from Continuing Operations of $50.8 million in 2024.
Current report
We reported Net Loss from Discontinued Operations, net of tax of $423.7 million in 2025 and Net Income from Discontinued Operations, net of tax of $17.8 million in 2024 associated with the Alkali Business that was sold on February 28, 2025. Net Loss from Discontinued Operations, net of tax in 2025 was impacted by a loss of $432.2 million associated with the sale of the Alkali Business.
Current report
Available Cash before Reserves (as defined below in “Non-GAAP Financial Measures”) to our common unitholders was $149.1 million for 2025, a decrease of $10.3 million, or 6%, from 2024 primarily as a result of 2025 only including two months of activity from the Alkali Business, as it was sold on February 28, 2025, whereas 2024 included a full year of activity from the Alkali Business. Partially offsetting this decrease were primarily the following: (i) an increase in Segment Margin of $48.7 million in 2025 compared to 2024 from our continuing operations (which is further discussed below in “Results from Operations”); and (ii) a decrease in accumulated distributions to our Class A Convertible Preferred unitholders of $23.0 million. See “Financial Measures” below for additional information on Available Cash before Reserves.
Current report
•The creation of financial flexibility from a combination of a significant amount of available borrowing capacity under our senior secured credit facility, subject to compliance with covenants, and our increasing cash flows from operations as discussed above, which will allow us to maximize our cash flow and focus on returning value to our capital structure with an emphasis on reducing debt in absolute terms, opportunistically redeeming our Class A Convertible Preferred Units and thoughtfully evaluating increases in our quarterly distributions to common unitholders.
Current report
Offshore Growth Capital Projects Completion
Current report
During 2025, we successfully finished the CHOPS expansion and SYNC Pipeline, which completed our major growth capital spending program. During the third quarter of 2025, we saw first production from the Shenandoah and Salamanca deepwater developments. During the fourth quarter of 2025, we saw ramp up in volumes from Shenandoah to over 90 MBbls/day, which is in excess of the MVCs, while volumes from Salamanca reached over 30 MBbls/day during the fourth quarter of 2025 and continued to ramp up toward targeted production levels.
Current report
These two new developments represent a significant step change for the future financial performance of our offshore pipeline transportation segment. Longer term, in addition to the production expected from these fields, we are well positioned to benefit from a growing inventory of future opportunities around these production facilities as well as around the remaining excess capacity available on our now expanded pipeline infrastructure. Combined with minimal future growth capital requirements, these new developments will serve as the cornerstone of our ability to generate increasing levels of free cash flow in the future.
Current report
Sale of the Alkali Business and Related Transactions
Current report
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations in the Gulf of America through our offshore pipeline transportation segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large-reservoir, long-lived crude oil and natural gas properties located primarily in offshore Texas, Louisiana and Mississippi. We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure and generate cash flows from fees to customers to utilize our assets. Our costs are primarily related to expenses incurred for the maintenance of our assets, employee compensation, and other operating costs.
Current report
Our marine transportation segment consists of (i) our inland marine fleet, which transports intermediate refined petroleum products, including asphalt, principally serving refineries and storage terminals along the Gulf Coast, Intracoastal Canal and western river systems of the U.S., primarily along the Mississippi River and its tributaries; (ii) our offshore marine fleet, which transports crude oil and refined petroleum products, principally serving refineries and storage terminals along the Gulf Coast, Eastern Seaboard, Great Lakes and Caribbean; and (iii) our modern, double-hulled tanker, M/T American Phoenix. Our revenues are driven by the demand for our barge services and associated utilization of our fleets, as well as the day rates we charge, which can be dependent upon market conditions (including supply and demand in the market), amongst other factors. Our costs are principally related to the costs required to maintain our fleets, employee compensation, and other operating costs.
Current report
Refiners are the shippers of a majorityof the volumes transported on our onshore crude oil pipelines. Additionally, refiners contracted for the majorityof the revenues from our marine transportation segment during 2025, which are used primarily to transport intermediate refined products (not crude oil) betweenref ining complexes. Given these facts, we do not expect changes in commodity prices to impact our Net income (loss), Segment Margin or Available Cash before Reserves derived from our offshore crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil.
Current report
(1)The increase in operating costs are primarily related to an increase in costs associated with accommodating our higher level of volumes in 2025, such as fuel and drag reducing agent costs, which are often rebilled to the associated producers and do not have a significant impact to our Segment Margin.
Current report
Offshore pipeline transportation Segment Margin for 2025 increased $52.9 million, or 16%, from 2024, primarily due to: (i) the contractual MVCs on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the deepwater Shenandoah development that began in June 2025 and a subsequent ramp-up in production from the Shenandoah development in excess of the MVCs during the fourth quarter 2025, and (ii) an increase to other MVCs on our 64% owned CHOPS Pipeline during 2025, including those related to the Warrior and Winterfell developments. Production volumes from the Shenandoah FPS are life-of-lease dedicated to our 100% owned SYNC Pipeline and further downstream to our 64% owned CHOPS Pipeline. The Shenandoah FPS achieved first oil production in late July 2025 and we have seen a ramp-up in volumes from the Shenandoah FPS to over 90 MBbls/day during the fourth quarter of 2025. Additionally, production from the Salamanca FPS, which ties into our existing SEKCO Pipeline for further transportation downstream on our Poseidon Pipeline, came on-line at the end of September. Production from the initial three wells has since ramped up to over 30 MBbls/day in December 2025. A fourth well is planned to be drilled and completed in the second quarter of 2026, with the potential for a fifth well to be drilled and completed as early as the fourth quarter of 2026, at which point Salamanca production levels are anticipated to approach 50 to 60 MBbls/day.
Current report
Marine Transportation Segment Margin for 2025 decreased $9.3 million, or 7%, from 2024. We experienced slightly lower utilization rates during 2025 in our inland business primarily due to a temporary decline in refinery utilization during the first quarter of 2025 and a decline in Midwest refinery demand for black oil equipment as a result of changing crude slates in the third quarter of 2025. This decrease in Segment Margin from our inland marine business was partially offset by an increase in Segment Margin from our offshore marine business primarily as a result of fewer dry-docking days in our offshore fleet. In addition, the M/T American Phoenix, which is under contract through mid-2027, benefited from a contractual rate increase during 2025 compared to 2024.
Current report
Onshore Transportation and Services Segment
Current report
•providing sulfur removal services from crude oil processing operations at refining or petrochemical processing facilities;
Current report
•operating storage and transportation assets in relation to our sulfur removal services; and
Current report
•selling NaHS and caustic soda to large industrial and commercial companies.
Current report
Operating results for our onshore transportation and services segment were as follows:
Current report
In our sulfur services business we experienced a decline in NaHS and NaOH sales volumes in 2025 as compared to 2024. Despite the decrease in sales volumes, we saw a slight increase in Segment Margin in 2025 primarily due to operational and logistical cost improvements as well as an improvement to our NaHS sales mix.
Current report
Total general and administrative expenses increased $28.0 million between 2025 and 2024. This increase is primarily due to: (i) the increase in third party costs related to business development activities and growth projects as a result of the transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025; and (ii) how we valued the outstanding long-term incentive compensation awards in each period. This increase was partially offset by a reduction in corporate general and administrative expenses as a result of 2024 experiencing higher costs as a result of us conforming our short-term cash incentive programs to industry standards at that time.
Current report
Depreciation and amortization expense
Current report
Total depreciation and amortization expense increased $25.4 million between 2025 and 2024. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including assets associated with our CHOPS expansion project and SYNC Pipeline, subsequent to the period ended December 31, 2024.
Current report
Interest expense, net increased $2.9 million between 2025 and 2024 primarily due to a decrease in capitalized interest in 2025, which is primarily attributable to the completion of the CHOPS expansion project and the SYNC Pipeline subsequent to 2024. This increase in interest expense, net was partially offset by a decrease in interest expense associated with our senior unsecured notes and a decrease in interest expense associated with our senior secured credit facility. The decrease in interest expense associated with our senior unsecured notes was primarily related to the redemption of our 2027 Notes on April 3, 2025. The decrease in interest expense, net associated with our senior secured credit facility during 2025 was primarily a result of a reduction in the average borrowings outstanding during the period compared to 2024.
Current report
Net Income from Continuing Operations for the year ended December 31, 2025 included a loss of $9.8 million associated with the following: (i) a net loss of $8.9 million associated with the redemption premium and the write-off of the related unamortized debt issuance costs and premium on the remaining $406.2 million of 2027 Notes that were redeemed in the year; and (ii) a net loss of $0.8 million associated with the write-off of unamortized credit facility issuance costs as a result of the Second Amendment to our credit agreement. These amounts are included within “Other expense” on the Consolidated Statement of Operations.
Current report
Offshore Pipeline Transportation Segment
Current report
Marine Transportation Segment
Current report
Onshore Transportation and Services Segment
Current report
Operating results for our onshore transportation and services segment were as follows:
Current report
Other Costs and Interest
Current report
General and administrative expenses
Current report
Depreciation and amortization expense
Current report
Impairment expense
Current report
Interest expense, net
Current report
Other Consolidated Results
Current report
Net Loss from Continuing Operations for the year ended December 31, 2024 included a net loss of $15.4 million associated with the following: (i) a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on the initial $575.0 million of our 2027 Notes that were tendered and redeemed in the year; and (ii) a loss of $1.4 million from the write-off of the unamortized issuance costs associated with the redemption of our 6.250% senior unsecured notes due May 15, 2026 (the “2026 Notes”). These amounts are included within “Other expense” on the Consolidated Statement of Operations.
Current report
(2)Includes non-cash items such as depreciation, depletion and amortization and unrealized gains or losses on derivative transactions, amongst other items.
Current report
On April 3, 2025, using a portion of the cash proceeds from the sale of the Alkali Business, we redeemed the remaining $406.2 million of principal outstanding on the 2027 Notes, and paid the related accrued interest and redemption premium on those notes that were redeemed.
Current report
Through the date of February 28, 2025, in the Alkali Business, we extracted trona from our mining facilities, processed it into soda ash and other alkali products, and delivered and sold it to our customers domestically and internationally. The cash requirements for these activities were impacted by the differences in timing between the extraction and ultimate delivery of the product to a customer (as well as any time differences when we stored the alkali products).
Showing the first 40 of 43 passages. Open the source sections for the rest.
Removed paragraphs (42)
Previous report
We reported Net Loss Attributable to Genesis Energy, L.P. of $63.9 million in 2024 compared to Net Income Attributable to Genesis Energy, L.P. of $117.7 million in 2023.
Previous report
These decreases were partially offset by net unrealized gains of $7.8 million in 2024 from the valuation of our commodity derivative transactions (excluding fair value hedges) compared to a net unrealized loss of $36.7 million during 2023.
Previous report
Available Cash before Reserves (as defined below in “Financial Measures”) decreased $191.8 million in 2024 to $159.4 million as compared to 2023 Available Cash before Reserves of $351.2 million, primarily due to a decrease in Segment Margin of $154.0 million (which is further discussed below in “Results from Operations”) and an increase in interest expense, net of $42.6 million. See “Financial Measures” below for additional information on Available Cash before Reserves.
Previous report
Sale of our Alkali Business
Previous report
Offshore Growth Commitments and Capital Projects
Previous report
We have successfully laid the 105 miles of SYNC Pipeline and plan to connect it to the Shenandoah FPS when it arrives to its final location in the Gulf of America in the first half of 2025.
Previous report
Additionally, in 2023 and 2024, we entered into several additional definitive agreements with existing producers to further commit the volumes transported on our offshore pipeline infrastructure (including our SYNC Pipeline and CHOPS Pipeline). The producer agreements include long term take-or-pay arrangements and, accordingly, we are able to receive a project completion credit for purposes of calculating the leverage ratio under our credit agreement throughout the construction period.
Previous report
As it relates to our Alkali Business for the periods presented, our revenues are derived from the extraction of trona, as well as the activities surrounding the processing and sale of natural soda ash and other alkali specialty products, including sodium sesquicarbonate (S-Carb) and sodium bicarbonate (Bicarb), and are a function of our selling prices and volumes sold. We sell our products to an industry-diverse and worldwide customer base. The majority of our volumes sold internationally are sold through ANSAC, which became a wholly owned subsidiary of our Alkali Business on January 1, 2023 as we became the sole member of it at that time. ANSAC promotes export sales of U.S. produced soda ash utilizing its logistical asset and marketing capabilities. During 2024, in addition to the volumes supplied by our operations and sold by ANSAC, ANSAC continued to receive a level of soda ash supply from certain former members to sell internationally, which is expected to continue in some capacity for at least the next several years. As a result of consolidating the results of ANSAC beginning on January 1, 2023, the sale of the soda ash volumes by ANSAC that were supplied by non-members are included in our consolidated results and have a proportionate effect to our revenues and costs, with little to no direct impact to our reported Net income (loss), Segment Margin and Available Cash before Reserves. We report the sales volumes of soda ash, which are included in the operating results table for our soda and sulfur services segment shown below as we have historically reported them for comparability purposes and due to the minimal impact these incremental sales volumes from ANSAC have on our reported Net income (loss), Segment Margin and Available Cash before Reserves.
Previous report
Our sales volumes and prices can fluctuate from period to period and are dependent upon many factors, of which the main drivers are the global market and supply, customer demand, economic growth, and our ability to produce soda ash. Positive or negative changes to our revenue, through fluctuations in sales volumes or sales prices, can have a direct impact to Net income (loss), Segment Margin and Available Cash before Reserves as these fluctuations have a lesser impact to operating costs due to the fact that a portion of our costs are fixed in nature. Our costs, some of which are variable in nature and others are fixed in nature, relate primarily to the processing and producing of soda ash (and other alkali specialty products) and marketing, logistics and selling activities. In addition, costs include activities associated with mining and extracting trona ore, including energy costs and employee compensation. In our Alkali Business, during 2024, we experienced a decrease in revenues relative to 2023 primarily due to lower pricing on our export tons. This decrease was partially offset by higher sales volumes of soda ash as a result of the completion of our Granger Optimization Project (“GOP”) in the fourth quarter of 2023 and the subsequent ramp up in volumes during 2024, and higher domestic pricing. For additional information, see our segment-by-segment analysis below.
Previous report
Our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations focus on integrated and large independent energy companies who make intensive capital investments (often in excess of a billion dollars) to develop large reservoir, long-lived crude oil and natural gas properties. Our revenues are primarily derived from the fees, typically on a per barrel basis, we charge to transport and deliver commodities (or reserve capacity on our infrastructure in some cases) downstream to other pipelines or refineries along the Gulf Coast. The shippers on our offshore pipelines are mostly integrated and large independent energy companies whose production is ideally suited for the vast majority of refineries along the Gulf Coast. Their large-reservoir properties and the related pipelines and other infrastructure needed to develop them are capital intensive and yet, we believe, economically viable, in most cases, even in volatile commodity price environments. Costs include activities associated with employee compensation and benefits, the maintenance of our pipelines and pipeline related infrastructure, marketing, and other variable type expenses associated with operating the business. We do not expect changes in commodity prices to impact our Net income (loss), Available Cash before Reserves or Segment Margin derived from our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations in the same manner in which they impact our revenues and costs derived from the purchase and sale of crude oil and petroleum products.
Previous report
Our sulfur services business and our onshore-based refinery-centric operations (including the operations in both our onshore facilities and transportation and marine transportation segments) are located primarily in the Gulf Coast region of the U.S., and focus on providing a suite of services primarily to refiners. Refiners are the shippers of a majority of the volumes transported on our onshore crude pipelines, and refiners accounted for approximately 95% of the revenues from our marine transportation segment during 2024, where we primarily transport intermediate refined products (not crude oil) between refining complexes.
Previous report
In our sulfur services business, our revenues and costs can be affected by the price movements in both caustic soda and NaHS. Average index prices for caustic soda decreased to $508 per dry short ton (“DST”) during 2024 compared to $1,057 per DST during 2023 primarily due to a downward non-market adjustment of $425 per DST to previously posted U.S. Caustic Soda Index prices (Source: IHS Chemical). Typically, changes in caustic soda prices do not materially affect Net income (loss), Segment Margin, or Available Cash before Reserves as the pricing in many of our sales contracts for NaHS typically includes adjustments for fluctuations in commodity benchmarks (primarily caustic soda), freight, labor, energy costs and government indexes. The frequency at which those adjustments are applied varies by contract, geographic region and supply point. The mix of NaHS sales volumes to which we are able to apply such adjustments may vary due to timing or other factors such as competitive pressures. To the extent we are unable to pass these caustic soda price changes onto our customers, our results may be impacted.
Previous report
Soda and Sulfur Services Segment
Previous report
Operating results for our soda and sulfur services segment were as follows:
Previous report
(1)Sales volumes represent soda ash volumes that are produced and supplied by our Alkali Business and excludes any alkali specialty products. See discussion above in “Results of Operations — Revenues and Costs and Expenses” regarding revenues associated with our Alkali Business.
Previous report
(2)Revenues include sales by ANSAC that were not produced and supplied by our Alkali Business that are included in our consolidated revenues. See discussion above in “Results of Operations — Revenues and Costs and Expenses” regarding revenues associated with our Alkali Business.
Previous report
Soda and sulfur services Segment Margin for 2024 decreased $98.5 million, or 35%, from 2023. This decrease is primarily attributable to lower export pricing in our Alkali Business during 2024 and lower NaHS and caustic soda sales volumes and pricing, which was partially offset by higher soda ash sales volumes and higher domestic pricing in our Alkali Business.
Previous report
In our Alkali Business, 2024 was significantly impacted by a decline in export pricing as compared to 2023 as global supply has continued to outpace demand in most markets. Additionally, 2024 was negatively impacted by temporary operational issues at our facilities that led to lower than expected production volumes and overall reduced operating efficiencies as a result of a higher per unit production cost and higher maintenance spending in the year. This was slightly offset by higher soda ash sales volumes during 2024 as a result of our expanded Granger facility coming online in the fourth quarter of 2023, which ramped up to levels near its original nameplate production capacity of approximately 100,000 tons per month during 2024.
Previous report
Onshore Facilities and Transportation Segment
Previous report
•shipping crude oil and refined products to and from producers and refiners via trucks and pipelines;
Previous report
•storing and blending of crude oil and intermediate and finished refined products;
Previous report
Operating results for our onshore facilities and transportation segment were as follows:
Previous report
Depreciation, depletion and amortization expense
Previous report
A discussion of the operating results for the year ended December 31, 2023 compared with the year ended December 31, 2022 has been omitted from this Form 10-K. This discussion can be found within our previously filed 2023 Form 10-K, which was filed with the SEC on February 23, 2024.
Previous report
As of December 31, 2024, we believe our balance sheet and liquidity position remained strong, including $604.5 million of borrowing capacity available under our $900 million senior secured credit facility, as of such date, subject to compliance with covenants in the credit agreement.
Previous report
(1)As of February 28, 2025, the Alkali senior secured notes, including the associated future interest and principal payments, were transferred as part of the sale of our Alkali Business.
Previous report
As noted above, we redeemed a total of 2,224,860 Class A Convertible Preferred Units during 2023 and, as of December 31, 2024, there were 23,111,918 Class A Convertible Preferred Units outstanding.
Previous report
We have successfully laid the 105 miles of SYNC Pipeline and plan to connect it to the Shenandoah FPS when it arrives to its final location in the Gulf of America in the first half of 2025.
Previous report
Additionally, in 2023 and 2024, we entered into several additional definitive agreements with existing producers to further commit the volumes transported on our offshore pipeline infrastructure (including our SYNC Pipeline and CHOPS Pipeline). The producer agreements include long term take-or-pay arrangements and, accordingly, we are able to receive a project completion credit for purposes of calculating the leverage ratio under our credit agreement throughout the construction period.
Previous report
We plan to fund our estimated growth capital expenditures utilizing the available borrowing capacity under our senior secured credit facility and our recurring cash flows generated from operations.
Previous report
•We have unconditional purchase obligations from agreements to purchase goods and services that are enforceable and legally binding and specify all significant terms. The estimated total for our unconditional purchase obligations, as of December 31, 2024, is $16.9 million, of which $12.8 million is estimated to be paid in 2025. These associated purchase obligations were associated with our Alkali Business, which was sold on February 28, 2025.
Previous report
On January 1, 2023, we became the sole member of ANSAC and assumed 100% of the voting rights of the entity, and it became a wholly owned subsidiary of Genesis. We determined that ANSAC met the definition of a business and we accounted for our acquisition of ANSAC as a business combination. We have reflected the financial results of ANSAC within our soda and sulfur services segment from the date of acquisition, January 1, 2023. The purchase price has been allocated to the assets acquired and the liabilities assumed based on their respective fair values. There was no consideration transferred as a result of becoming the sole member of ANSAC. The assets acquired include inventories principally related to finished goods (soda ash), fixed assets primarily related to leasehold improvements at the leased facility that supports our logistics operations, an intangible asset related to our assets supporting our logistical and marketing footprint, right of use assets and our corresponding lease liabilities, primarily associated with our right to use certain assets to store and load finished goods, the vessels we utilize to ship finished goods to distributors and end users, as well as office space. Our leasehold improvements and intangible asset both have an estimated useful life often years, which is consistent with the term of our primary lease facilitating our logistics operations.
Previous report
We compute depletion using the units of production method using actual production and our estimated reserve life. The actual reserve life may differ from the assumptions we have made about the estimated reserve life.
Previous report
Fair Value of Derivatives
Previous report
We reflect estimates for the fair value of our derivatives based on our internal records and information from third parties. We have commodity and other derivatives that are accounted for as assets and liabilities at fair value in our Consolidated Balance Sheets. The valuations of our derivatives that are exchange traded are based on market prices on the applicable exchange on the last day of the period. For our derivatives that are not exchange-traded, the estimates we use are based on indicative broker quotations. Changes in these estimates could cause a material change to our financial results.
Previous report
We identified a feature within our Class A Convertible Preferred Units that was required to be bifurcated and recorded as an embedded derivative measured at fair value. Our final valuation of the embedded derivative occurred on September 29,
Previous report
2022, which is when the feature within the Class A Convertible Preferred Units that required bifurcation and fair value measurement no longer existed. On September 29, 2022, the fair value of the liability associated with the embedded derivative was reclassified to mezzanine equity.
Previous report
The fair value of the embedded derivative associated with our Class A Convertible Preferred Units was estimated using a Monte Carlo simulation approach that contained inputs, including our common unit price relative to the issuance price, dividend yield, discount yield, equity volatility, 30-year U.S. Treasury rates, and default and redemption probabilities and timing estimates, which involved management judgment.
Previous report
During the year ended December 31, 2022, we recorded unrealized losses of $18.6 million associated with fair value changes of the embedded derivative. Changes in the fair value estimate during 2022 were primarily driven by the election of the rate reset, which increased the distribution rate from 8.75% to 11.24%. A significant increase or decrease in these inputs could have materially affected our fair value estimate, resulting in impacts to our Consolidated Financial Statements. For example, a 10% increase or decrease in the volatility used in the calculation could have caused a decrease or an increase to the fair value of our embedded derivative of approximately $8 million as of September 29, 2022.
Previous report
For additional information regarding the Class A Convertible Preferred Units and the associated embedded derivative, see Note 12 and Note 19 to our Consolidated Financial Statements in Item 8.
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Reworded paragraphs (72)
Previous wording
We are a growth-oriented MLP formed in Delaware in 1996. Our common units are traded on the NYSE, under the ticker symbol “GEL.” We are a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of America and the Gulf Coast region of the crude oil and natural gas industry. We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks and terminals, railcars, rail unloading facilities, barges and other vessels, and trucks. Prior to February 28, 2025, our business also included our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business based in Wyoming (our “Alkali Business”). Our Alkali Business mined and processed trona from which it produced natural soda ash, also known as sodium carbonate (Na 2 CO 3), a basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent, lithium hydroxide and lithium carbonate (which are key inputs in the production of lithium batteries) and a variety of chemicals and other industrial products.
Current wording
We are a growth-oriented MLP formed in Delaware in 1996. Our common units are traded on the NYSE, under the ticker symbol “GEL.” We are a provider of an integrated suite of midstream services (primarily transportation, storage, sulfur removal, blending, terminaling and processing) for a large area of the Gulf of America and the Gulf Coast region of the crude oil and natural gas industry. We provide an integrated suite of services to crude oil and natural gas producers, refiners, and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-related plants, storage tanks, terminals, railcars, rail unloading facilities, barges and other vessels, and trucks.
Previous wording
Net Loss Attributable to Genesis Energy, L.P. in 2024 was impacted by: (i) a decrease in operating income associated with our reportable segments primarily due to a decrease in export pricing in our Alkali Business (see “Results of Operations” below for additional details on our individual segments); (ii) an increase in depreciation, depletion and amortization expense of $33.0 million (see “Results of Operations” below for additional details); (iii) impairment expense of $43.0 million recorded during 2024 (see “Results of Operations” below for additional details); (iv) an increase in interest expense, net of $42.6 million (see “Results of Operations” below for additional details); and (v) an increase in other expense, net of $10.7 million as a result of the fees associated with the tender of $575.0 million of our 2027 Notes during 2024.
Current wording
Net Income from Continuing Operations in 2025 was primarily impacted by an increase in operating income associated with our reportable segments, primarily related to our offshore pipeline transportation segment (see “Results of Operations” below for additional details). In addition, an impairment expense of $43.0 million was reported during 2024, whereas no impairment expense was reported in 2025 (see “Results of Operations” below for additional details). These impacts were partially offset by: (i) an increase in general and administrative expenses of $28.0 million primarily related to an increase in third-party transaction costs incurred associated with the sale of the Alkali Business on February 28, 2025; (see “Results of Operations” below for additional details); (ii) an increase in depreciation and amortization expense of $25.4 million (see “Results of Operations” below for additional details); and (iii) a decrease in equity in earnings of equity investees of $10.7 million.
Previous wording
Cash flows from operating activities were $391.9 million for 2024 compared to $521.1 million for 2023. This decrease was primarily attributable to lower Segment Margin reported during 2024 compared to 2023. This decrease was partially offset by positive changes in our working capital requirements during 2024. A more detailed discussion of our segment results and other costs is included below in “Results of Operations.”
Current wording
Cash flows from operating activities, which is inclusive of both our continuing and discontinued operations, were $252.8 million for 2025 compared to $391.9 million for 2024. This decrease was primarily attributable to negative changes in our working capital requirements during 2025 compared to 2024. In addition, cash flows provided by operating activities for 2025 only included two months of activity from the Alkali Business, as it was sold on February 28, 2025, whereas 2024 included a full year of activity from the Alkali Business.
Previous wording
Segment Margin was $673.0 million in 2024, a decrease of $154.0 million as compared to 2023. We currently manage our businesses through four divisions that constitute our reportable segments - offshore pipeline transportation, soda and sulfur services, marine transportation and onshore facilities and transportation. A more detailed discussion of our segment results and other costs is included below in “Results of Operations.”
Current wording
Segment Margin was $577.9 million in 2025, an increase of $48.7 million, or 9%, as compared to 2024. We currently manage our businesses through three divisions that constitute our reportable segments - offshore pipeline transportation, marine transportation and onshore transportation and services. A more detailed discussion of our segment results and other costs is included below in “Results of Operations.”
Previous wording
On February 14, 2025, we paid a distribution of $0.165 per common unit related to the fourth quarter of 2024.
Current wording
On February 13, 2026, we paid a distribution of $0.18 per common unit related to the fourth quarter of 2025. This represents a 9% increase in the quarterly distribution to common unitholders from the previous quarter.
Previous wording
Our primary objectives are to generate and grow stable free cash flows and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations. We believe the following are important to meet our objectives:
Current wording
Our primary objectives and strategies are to generate and grow stable free cash flows from operations and continue to deleverage our balance sheet, while never wavering from our commitment to safe and responsible operations. We believe the following have been and are important to meet our objectives:
Previous wording
•The completion of our current major growth capital spending program in the first half of 2025, including our SYNC Pipeline and the expansion of our existing CHOPS Pipeline, combined with our recent evaluation and initiative to look for efficiencies and cost savings throughout our businesses. These strategies will allow us to maximize our cash flow after our existing cash obligations and focus on returning value to our capital structure.
Current wording
•The completion of our major growth capital spending program during 2025, which included the construction and connection of our SYNC Pipeline and the expansion of our existing CHOPS Pipeline.
Previous wording
•New incremental volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including the Shenandoah development, which will tie into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and the Salamanca FPS, which will tie into our existing SEKCO Pipeline for further transportation downstream to our Poseidon Pipeline. These developments and their associated volumes are expected to come online in the first half of 2025.
Current wording
•An increase in volumes from long-term contracted offshore commercial opportunities in the Gulf of America, including volumes from the Shenandoah development, which saw first production in the third quarter of 2025 and ties into our SYNC Pipeline and further downstream to our CHOPS Pipeline, and volumes from the Salamanca FPS, which also saw first production in the third quarter of 2025 and ties into our existing SEKCO Pipeline for further transportation downstream on our Poseidon Pipeline.
Previous wording
•New and increased volumes on our existing offshore assets in the Gulf of America through long-term contracted commercial opportunities that require minimal to no additional investment from us, including continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community.
Current wording
•New and incremental volumes from continued in-field and sub-sea tieback opportunities as a result of the continued investment by the offshore producing community. These opportunities require minimal to no additional investment from us as a result of the current production handling capacity on our offshore pipeline transportation assets in the Gulf of America.
Previous wording
During 2022, we entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments that have a combined production capacity of approximately 160,000 barrels per day. In conjunction with these agreements, we are expanding the current capacity of the CHOPS Pipeline and constructing the SYNC Pipeline to connect one of the developments to our existing asset footprint in the Gulf of America.
Current wording
We previously entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments (Shenandoah and Salamanca). In conjunction with these agreements, we committed to two offshore growth capital projects, which included expanding the current capacity of our 64% owned CHOPS Pipeline and constructing the SYNC Pipeline, a new 100% owned, approximately 105-mile, 20” diameter crude oil pipeline to connect the Shenandoah deepwater development to our existing asset footprint in the Gulf of America.
Previous wording
The CHOPS expansion includes a complete overhaul of the GB-72 topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput. During the fourth quarter of 2024, we completed the overhaul of the GB-72 topside facilities and reconnected the CHOPS Pipeline to the GB-72 platform. We plan to complete the installation of the additional pumps in the first half of 2025.
Current wording
The CHOPS expansion included a complete overhaul of the GB-72 platform topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput on the CHOPS Pipeline.
Previous wording
On February 28, 2025 we completed the sale of our Alkali Business to an indirect affiliate of WE Soda Ltd. for a gross purchase price of $1.425 billion. We received cash of approximately $1.039 billion, which reflects the net proceeds after the assumption of our outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, amongst other purchase price adjustments. We used a portion of the cash proceeds to pay down the outstanding balance on our senior secured credit facility on February 28, 2025, and anticipate using the remaining cash proceeds to redeem a portion of our outstanding senior unsecured notes, repurchase certain of our outstanding Class A convertible preferred units, and for general partnership purposes.
Current wording
On February 28, 2025, we completed the sale of the Alkali Business to an indirect affiliate of WE Soda Ltd for a gross purchase price of $1.425 billion. The sale generated proceeds of approximately $1.0 billion, which reflects the net proceeds after the assumption of $413.4 million of our then outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, and other purchase price adjustments. We used the proceeds to pay down the outstanding balance on our senior secured credit facility on February 28, 2025, purchase 7,416,196 Class A Convertible Preferred Units on March 6, 2025 at a purchase price of $35.40, and redeem the remaining $406.2 million of principal outstanding on the 8.000% senior unsecured notes due January 15, 2027 (the “2027 Notes”) on April 3, 2025. The sale of the Alkali Business has allowed us to deleverage our balance sheet, and provide additional financial flexibility for us to focus on returning value to our capital structure.
Previous wording
Our revenues for the year ended December 31, 2024 decreased $210.8 million, or 7%, from the year ended December 31, 2023, and our costs and expenses (excluding the impairment expense in 2024) decreased $137.5 million, or 5%, between the two periods, with a net decrease to operating income (excluding the impairment expense in 2024) of $73.3 million. The decrease in our operating income during 2024 is primarily attributable to lower export pricing in our Alkali Business and higher depreciation, depletion and amortization during 2024. These decreases were partially offset by higher day rates in our marine transportation segment. See further discussion below under “Segment Margin” regarding the activity in our individual operating segments.
Current wording
Our revenues for the year ended December 31, 2025 decreased $30.4 million, or 2%, from the year ended December 31, 2024, and our costs and expenses (excluding the impairment expense in 2024) decreased $75.7 million, or 5%, between the two periods, with a net increase to operating income (excluding the impairment expense in 2024) of $45.3 million. The increase in our operating income during 2025 is primarily due to: (i) our offshore pipeline transportation segment as a result of the contractual MVCs on our 100% owned SYNC Pipeline and 64% owned CHOPS Pipeline associated with the Shenandoah deepwater development that began in June 2025; (ii) a subsequent ramp-up in production from the Shenandoah development in excess of the MVCs during the fourth quarter 2025; and (iii) an overall increase in volumes across our offshore pipeline transportation network (see further discussion below). These were partially offset by: (i) an increase in depreciation and amortization of $25.4 million during 2025 (see further discussion below); and (ii) an increase in general and administrative expenses of $28.0 million during 2025 (see further discussion below). See further discussion below under “Segment Margin” regarding the activity in our individual operating segments.
Previous wording
A substantial portion of our revenues and costs during the periods presented were derived from our Alkali Business, which is included in our soda and sulfur services segment, and the purchase and sale of crude oil in our crude oil marketing business, which is included in our onshore facilities and transportation segment. We describe, in more detail, the impact on revenues and costs for each of our businesses below.
Current wording
A substantial portion of our revenues and costs are derived from our onshore transportation and services segment, which includes the purchase and sale of crude oil in our crude oil marketing business as well as our other refinery-centric onshore operations. Additionally, our revenues and costs are derived from the operations within our offshore pipeline transportation segment and our marine transportation segment. We describe the impact on revenues and costs for each of our businesses in more detail below.
Previous wording
As it relates to our crude oil marketing business, the average closing prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased approximately 1% to $76.63 per barrel in 2024 as compared to $77.58 per barrel in 2023. We would expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, producing minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves. We have limited our direct commodity price exposure in our crude oil operations through the broad use of fee-based service contracts, back-to-back purchase and sale arrangements, and hedges. As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for oil, particularly if they are significant and extended. We tend to experience more demand for certain of our services when prices increase significantly over extended periods of time, and we tend to experience less demand for certain of our services when prices decrease significantly over extended periods of time. For additional information regarding certain of our indirect exposure to commodity prices, see our segment-by-segment analysis below and the section of our Annual Report entitled “ Risks Related to Our Business.”
Current wording
As it relates to our crude oil marketing business, the average closing prices for West Texas Intermediate crude oil on the New York Mercantile Exchange (“NYMEX”) decreased approximately 15% to $65.39 per barrel in 2025 as compared to $76.63 per barrel in 2024. We expect changes in crude oil prices to continue to proportionately affect our revenues and costs attributable to our purchase and sale of crude oil, resulting in a minimal direct impact on Net income (loss), Segment Margin and Available Cash before Reserves. We have limited our direct commodity price exposure in our crude oil operations through the broad use of fee-based service contracts, back-to-back purchase and sale arrangements and hedges. As a result, changes in the price of crude oil would proportionately impact both our revenues and our costs, with a disproportionately smaller impact on Net income (loss), Segment Margin and Available Cash before Reserves. However, we do have some indirect exposure to certain changes in prices for crude oil, particularly if they are significant and extended. We tend to experience more demand for certain of our services when prices increase significantly over extended periods of time, and we tend to experience less demand for certain of our services when prices decrease significantly over extended periods of time. For additional information regarding certain of our indirect exposure to commodity prices, see our segment-by-segment analysis below and the section of our Annual Report entitled “ Risks Related to Our Business.”
Previous wording
In addition to our Alkali Business and our crude oil marketing business discussed above, we continue to operate in our other core businesses including: (i) our offshore Gulf of America crude oil and natural gas pipeline transportation and handling operations; (ii) our sulfur services business, which we believe is one of the largest producers and marketers (based on tons produced) of NaHS in North and South America; and (iii) our onshore-based refinery-centric operations (including the operations in both our onshore facilities and transportation and marine transportation segments) which focus on providing a suite of services primarily to refiners.
Current wording
We also have revenues and costs associated with our other refinery-centric operations including our sulfur services business, which we believe is one of the largest producers and marketers of NaHS in North and South America, and from our other logistical assets including pipelines, trucks, terminals, and rail unloading facilities.
Previous wording
Additionally, changes in certain of our operating costs between the respective periods, such as those associated with our soda and sulfur services, offshore pipeline transportation and marine transportation segments, are not directly correlated with crude oil prices. We discuss certain of those costs in further detail below in our segment-by-segment analysis.
Current wording
Additionally, changes in certain of our operating costs between the respective periods, such as those associated with our offshore pipeline transportation and marine transportation segments, are not directly correlated with crude oil prices. We discuss certain of those costs in further detail below in our segment-by-segment analysis.
Previous wording
Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation, depletion and amortization, impairment expense, interest expense, net, and income taxes.
Current wording
Included below is additional detailed discussion of the results of our operations focusing on Segment Margin and other costs including general and administrative expenses, depreciation and amortization, impairment expense, interest expense, net, and income taxes.
Previous wording
We define Segment Margin as revenues less product costs, operating expenses and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below in “Non-GAAP Financial Measures”). Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. See “Non-GAAP Financial Measures” for further discussion surrounding total Segment Margin.
Current wording
We define Segment Margin as revenues less product costs, operating expenses and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below in “Non-GAAP Financial Measures”) from continuing operations. Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. See “Non-GAAP Financial Measures” for further discussion surrounding total Segment Margin.
Previous wording
(2)One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or “GOPL”) owns our undivided interest in the Eugene Island pipeline system.
Current wording
(3)One of our wholly-owned subsidiaries (GEL Offshore Pipeline, LLC, or “GOPL”) owns our undivided interest in the Eugene Island pipeline system.
Previous wording
Our onshore facilities and transportation segment utilizes an integrated set of pipelines and terminals, trucks and barges to facilitate the movement of crude oil and refined products on behalf of producers, refiners and other customers. This segment includes crude oil and refined products pipelines, terminals and rail unloading facilities operating primarily within the U.S. Gulf Coast crude oil market. In addition, we utilize our trucking fleet that supports the purchase and sale of gathered and bulk-purchased crude oil, as well as purchased and sold refined products. Through these assets we offer our customers a full suite of services, including the following as of December 31, 2024:
Current wording
Our onshore transportation and services segment includes terminaling, blending, storing, and marketing of crude oil, and transporting of crude oil and refined products, as well as the processing of high sulfur (or “sour”) gas streams for refineries to remove the sulfur, and selling the related by-product, NaHS. Our onshore transportation and services segment utilizes an integrated set of pipelines, storage tanks, terminals, facilities, trucks and barges to facilitate the movement of crude oil and refined products on behalf of producers, refiners and other customers. This segment includes crude oil and refined products pipelines, terminals, rail unloading facilities, and refinery processing locations operating primarily within the U.S. Gulf Coast market. In addition, we utilize our trucking fleet that supports the purchase and sale of gathered and bulk-purchased crude oil as well as the sale and delivery of NaHS and NaOH (also known as caustic soda) to customers. Through these assets we offer our customers a full suite of services, including the following as of December 31, 2025:
Previous wording
•facilitating the transportation of crude oil from producers to refineries and from our terminals, as well as those owned by third parties, to refiners via pipelines;
Current wording
•facilitating the transportation of crude oil and refined products from producers and from our terminals, as well as those owned by third parties, to refineries via pipelines and trucks;
Previous wording
•purchasing/selling and/or transporting crude oil from the wellhead to markets for ultimate use in refining;
Current wording
•purchasing/selling and/or transporting, storing, and blending crude oil from the wellhead to markets for ultimate use in refining;
Previous wording
•purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets; and
Current wording
•purchasing products from refiners, transporting those products to one of our terminals and blending those products to a quality that meets the requirements of our customers, storing, and selling those products (primarily fuel oil, asphalt and other heavy refined products) to wholesale markets;
Previous wording
We also may use our terminal facilities to take advantage of contango market conditions for crude oil gathering and marketing and to capitalize on regional opportunities which arise from time to time for both crude oil and petroleum products.
Current wording
We also may use our terminal facilities to take advantage of contango market conditions for crude oil gathering and marketing and to capitalize on regional opportunities which arise from time to time for crude oil.
Previous wording
Segment Margin for our onshore facilities and transportation segment increased $3.8 million, or 14%, in 2024 as compared to 2023. The increase is primarily due to an increase in the rail unload volumes at our Scenic Station facility. This increase was partially offset by an overall decrease in volumes on our onshore crude oil pipeline systems.
Current wording
Segment Margin for our onshore transportation and services segment increased $5.1 million, or 7%, in 2025 as compared to 2024. The increase is primarily due to an increase in the rail unload volumes at our Scenic Station facility and an overall increase in volumes on our onshore crude oil pipeline systems principally driven by an increase in volumes on our Texas pipeline system, which is a key destination point for various grades of crude oil produced in the Gulf of America including those transported on our 64% owned CHOPS Pipeline.
Previous wording
In the fourth quarter of 2024, we terminated an on-going project related to the integration of certain of our corporate enterprise resource planning systems and we impaired the costs incurred to date. As a result, we recognized an impairment charge of $43.0 million. We did not record an impairment expense for the year ended December 31, 2023.
Current wording
In the fourth quarter of 2024, we terminated an on-going project related to the integration of certain of our corporate enterprise resource planning systems and we impaired the costs incurred to date. As a result, we recognized an impairment charge of $43.0 million. We did not record any impairment expense for the year ended December 31, 2025.
Previous wording
Net loss for the year ended December 31, 2024 included a net loss of $15.4 million associated with the following: (i) a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on our 2027 Notes that were tendered and redeemed; and (ii) a loss of $1.4 million from the write-off of the unamortized issuance costs associated with our 2026 Notes. These amounts are included within “Other expense, net” on the Consolidated Statement of Operations.
Current wording
Net Loss from Continuing Operations for the year ended December 31, 2024 included a net loss of $15.4 million associated with the following: (i) a net loss of $14.0 million associated with the tender fee and write-off of the related unamortized debt issuance costs and premium on the initial $575.0 million of our 2027 Notes that were tendered and redeemed in the year; and (ii) a loss of $1.4 million from the write-off of the unamortized issuance costs associated with the redemption of our 6.250% senior unsecured notes due May 15, 2026 (the “2026 Notes”). These amounts are included within “Other expense” on the Consolidated Statement of Operations.
Previous wording
Offshore pipeline transportation Segment Margin for 2024 decreased $73.9 million, or 18%, from 2023, primarily due to: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication; (ii) producer underperformance at several of our major host platforms; and (iii) an increase in operating costs. At the beginning of the third quarter of 2024, we reached the 10-year anniversary of a certain existing life-of-lease dedication, which resulted in the contractual economic step-down of the associated transportation rate. Additionally, during the second half of 2024, there was an increase in producer downtime as a result of several wells being shut in due to certain sub-sea operational and technical challenges. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure. A small portion of the impacted volumes have been remedied to date and we anticipate the remaining issues will be remediated at some point during 2025 based on discussions with the impacted producers. Outside of these issues, activity in and around our Gulf of America asset base continues to be robust, including incremental in-field drilling at existing fields that tie into our infrastructure. This activity is evidenced by projects such as the Warrior and Winterfell projects, which produced first oil in late June 2024 and early July 2024, respectively, and the Monument development which is currently expected to come on-line in mid to late 2026.
Current wording
Offshore pipeline transportation Segment Margin for 2024 decreased $73.9 million, or 18%, from 2023, primarily due to: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication; (ii) producer underperformance at several of our major host platforms; and (iii) an increase in operating costs. At the beginning of the third quarter of 2024, we reached the 10-year anniversary of a certain existing life-of-lease dedication, which resulted in the contractual economic step-down of the associated transportation rate. Additionally, during the second half of 2024, there was an increase in producer downtime as a result of several wells being shut in due to certain sub-sea operational and technical challenges. The production from these wells impacted our results as they are molecules that we touch multiple times throughout our oil and natural gas pipeline infrastructure.
Previous wording
Marine Transportation Segment Margin for 2024 increased $14.6 million, or 13%, from 2023. This increase is primarily attributable to an increase in our overall day rates in our inland and offshore business, including the M/T American Phoenix, during 2024. The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during 2024 as compared to 2023. In addition, we have continued to see strong demand from our barge services to move intermediate and refined products keeping utilization rates high across both periods. This strong demand from our customers as well as the lack of new supply of similar type vessels and the continued retirement of older vessels in the market have contributed to the increase in day rates discussed above, which we expect to continue into 2025. The M/T American Phoenix started a new three-and-a-half year contract at the beginning of 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014.
Current wording
Marine Transportation Segment Margin for 2024 increased $14.6 million, or 13%, from 2023. This increase is primarily attributable to an increase in our overall day rates in our inland and offshore business, including the M/T American Phoenix, during 2024. The increase in day rates more than offset the impact to Segment Margin from the increased number of planned regulatory dry-docking days in our offshore fleet during 2024 as compared to 2023. In addition, we saw strong demand from our barge services to move intermediate and refined products keeping utilization rates high across both
Previous wording
(1)Total daily volumes for the years ended December 31, 2024 and 2023 include 19,298 and 32,458 Bbls/day, respectively, of intermediate refined products and 36,046 and 33,019 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Current wording
(1) Total daily volumes for the years ended December 31, 2024 and 2023 include 19,298 and 32,458 Bbls/day, respectively, of intermediate refined products and 36,046 and 33,019 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
Previous wording
In our sulfur services business, we continued to face challenges on the production side at our largest host refinery as well as continued pressures on demand in South America, including competitive pressures from Chinese flake, which had a negative impact on pricing during 2024.
Current wording
Segment Margin for our onshore transportation and facilities segment decreased $1.8 million, or 3%, in 2024 as compared to 2023. The decrease is primarily due to lower NaHS sales volumes and pricing and an overall decrease in volumes on our onshore crude oil pipeline systems. In our sulfur services business, we faced challenges on the production side at our largest host refinery as well as continued pressures on demand in South America, including competitive pressures from Chinese flake, which had a negative impact on pricing during 2024. This decrease in Segment Margin was partially offset by an increase in the rail unload volumes at our Scenic Station facility.
Previous wording
Total general and administrative expenses decreased $6.3 million between 2024 and 2023. The decrease is primarily due to the assumptions used to value the outstanding awards under our long-term incentive compensation plan during 2024 as compared to 2023. This decrease was partially offset by higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards during 2024.
Current wording
Total general and administrative expenses decreased $6.2 million, or 10%, between 2024 and 2023. The decrease is primarily due to the assumptions used to value the outstanding awards under our long-term incentive compensation plan during 2024 as compared to 2023. This decrease was partially offset by higher corporate general and administrative expenses as a result of us conforming our short-term cash incentive programs to industry standards during 2024.
Previous wording
Total depreciation, depletion and amortization expense increased $33.0 million between 2024 and 2023. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service, including the GOP. This increase was partially offset by an acceleration of depreciation on our asset retirement obligation assets as a result of updates to the estimated timing and costs associated with certain of our non-core offshore gas assets in 2023.
Current wording
Total depreciation and amortization expense increased $7.6 million, or 4%, between 2024 and 2023. This increase is primarily attributable to our continued growth and maintenance capital expenditures and placing new assets into service. This increase was partially offset by an acceleration of depreciation on our asset retirement obligation assets as a result of updates to the estimated timing and costs associated with certain of our non-core offshore gas assets in 2023.
Previous wording
Interest expense, net increased $42.6 million between 2024 and 2023 primarily due to an increase in interest associated with our senior unsecured notes and senior secured credit facility. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”) in December 2023, which have a higher principal and interest rate as compared to our 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of our 2032 Notes in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024. The increase in interest expense associated with our senior secured credit facility is primarily due to higher average outstanding indebtedness during 2024 and an increase in the SOFR rate, which is one of the main components of our interest rate, compared to 2023.
Current wording
Interest expense, net increased $42.8 million, or 20%, between 2024 and 2023 primarily due to an increase in interest associated with our senior unsecured notes and senior secured credit facility. The increase in interest expense associated with our senior unsecured notes was primarily related to: (i) the issuance of our 8.250% senior unsecured notes due January 15, 2029, issued on December 7, 2023 in aggregate principal amount of $600.0 million (the “2029 Notes”), which have a higher principal and interest rate as compared to our 6.500% senior unsecured notes due October 1, 2025 (the “2025 Notes”) that were partially tendered in December 2023 and ultimately redeemed in January 2024; and (ii) the issuance of $700.0 million in aggregate principal amount of 7.875% senior unsecured notes due May 15, 2032 (the “2032 Notes”) in May 2024, which have a higher principal and interest rate as compared to our 2026 Notes that were redeemed in June 2024. The increase in interest expense associated with our senior secured credit facility is primarily due to higher average outstanding indebtedness during 2024 and an increase in the SOFR rate, which is one of the main components of our interest rate, compared to 2023.
Previous wording
Net income for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes. These amounts are included within “Other expense, net” on the Consolidated Statement of Operations.
Current wording
Net Income Continuing Operations for the year ended December 31, 2023 included a loss of $4.6 million associated with the tender and write-off of the unamortized issuance costs associated with the 2024 Notes and 2025 Notes, which is included within “Other expense” on the Consolidated Statement of Operations.
Previous wording
To help evaluate our business, this Annual Report on Form 10-K includes the non-generally accepted accounting principles (“non-GAAP”) financial measure of Available Cash before Reserves. 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). A reconciliation of Net income (loss) from operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8. 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 and total Segment Margin measures are just two of the relevant data points considered from time to time.
Current wording
To help evaluate our business, this Annual Report on Form 10-K includes the non-generally accepted accounting principles (“non-GAAP”) financial measure of Available Cash before Reserves. 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). A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8. 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 and total Segment Margin measures are just two of the relevant data points considered from time to time.
Previous wording
We define Segment Margin as revenues less product costs, operating expenses, and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below). Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. Our chief operating decision maker (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and where relevant, capital investment.
Current wording
We define Segment Margin as revenues less product costs, operating expenses, and segment general and administrative expenses (all of which are net of the effects of our noncontrolling interest holders), plus or minus applicable Select Items (defined below) from our continuing operations. Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. Our CODM evaluates segment performance based on a variety of measures including Segment Margin, segment volumes, and, where relevant, capital investment.
Previous wording
A reconciliation of Net income (loss) from operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
Current wording
A reconciliation of Income (loss) from continuing operations before income taxes to total Segment Margin is included in our segment disclosure in Note 14 to our Consolidated Financial Statements in Item 8.
Previous wording
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, depletion and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions paid to our Class A convertible preferred unitholders. Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below.
Current wording
We define Available Cash before Reserves (“Available Cash before Reserves”) as Net income (loss) attributable to Genesis Energy, L.P. before interest, taxes, depreciation, and amortization (including impairment, write-offs, accretion and similar items) after eliminating other non-cash revenues, expenses, gains, losses and charges (including any loss on asset dispositions), plus or minus certain other select items that we view as not indicative of our core operating results (collectively, “Select Items”), as adjusted for certain items, the most significant of which in the relevant reporting periods have been the sum of maintenance capital utilized, interest expense, net, cash tax expense and cash distributions attributable to our Class A Convertible Preferred unitholders. Although we do not necessarily consider all of our Select Items to be non-recurring, infrequent or unusual, we believe that an understanding of these Select Items is important to the evaluation of our core operating results. The most significant Select Items in the relevant reporting periods are set forth below.
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Current report — wording carried from elsewhere
(2)Offshore pipeline transportation Segment Margin includes distributions received from our offshore pipeline joint ventures accounted for under the equity method of accounting in 2025 and 2024, respectively.
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(4)Volumes are the product of our effective ownership interest throughout the year multiplied by the relevant throughput over the given year.
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Partially offsetting these increases to Segment Margin were decreases primarily due to: (i) an economic step-down in the rate on a certain existing life-of-lease transportation dedication beginning in the third quarter of 2024 as we reached the 10-year anniversary of a certain existing life-of-lease dedication, which resulted in the contractual economic step-down of the associated transportation rate; and (ii) an increase in producer downtime in 2025 compared to 2024 as a result of several wells being shut in due to certain sub-sea operational and technical challenges that began in the second quarter of 2024 and continued to impact our production results for a majority of 2025. As of December 31, 2025, most of these mechanical issues were resolved by our producer customers.
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(1)Total daily volumes for the years ended December 31, 2025 and 2024 include 21,348 and 19,298 Bbls/day, respectively, of intermediate refined products and 27,753 and 36,046 Bbls/day, respectively, of crude oil associated with our Port of Baton Rouge Terminal pipelines.
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Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
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Operating results and volumetric data for our offshore pipeline transportation segment are presented below:
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(2)One of our wholly-owned subsidiaries, GOPL, owns our undivided interest in the Eugene Island pipeline system.
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Operating results for our marine transportation segment were as follows:
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(1) Under certain of our marine contracts, we “rebill” our customers for a portion of our operating costs.
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(2) Utilization rates are based on a 365 day year, as adjusted for planned downtime and drydocking.
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periods. This strong demand from our customers as well as the lack of new supply of similar type vessels and the continued
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retirement of older vessels in the market have contributed to the increase in day rates. The M/T American Phoenix started a new three-and-a-half year contract at the beginning of 2024 with a credit-worthy counterparty at the highest day rate we have received since we first purchased the vessel in 2014.
Current report — wording carried from elsewhere
In the fourth quarter of 2024, we terminated an on-going project related to the integration of certain of our corporate enterprise resource planning systems and we impaired the costs incurred to date. As a result, we recognized an impairment charge of $43.0 million. We did not record any impairment expense for the year ended December 31, 2023.
Current report — wording carried from elsewhere
The storage of our inventory of crude oil can have a material impact on our cash flows from operating activities. In the month we pay for the stored crude oil, we borrow under our senior secured credit facility (or use cash on hand) to pay for the crude oil, utilizing a portion of our operating cash flows. Conversely, cash flow from operating activities increases during the period in which we collect the cash from the sale of the stored crude oil. Additionally, for our derivatives, we may be required to deposit margin funds with the respective exchange when commodity prices increase as the value of the derivatives utilized to hedge the price risk in our inventory fluctuates. These deposits also impact our operating cash flows as we borrow under our senior secured credit facility or use cash on hand to fund the deposits.
Current report — wording carried from elsewhere
We also monitor the markets for our products and services, in addition to the overall market, to determine if a triggering event occurs that would indicate that the fair value of a reporting unit is less than its carrying value. One of our other monitoring procedures we performed is the comparison of our market capitalization to our book equity, which did not result in an indicator of impairment.
Current report — wording carried from elsewhere
We performed a quantitative assessment as of October 1, 2024 for our sulfur services reporting unit, and no impairment was recognized during 2024 as the fair value of our sulfur services reporting unit exceeded the carrying value.
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Previous report — wording carried elsewhere
The CHOPS expansion includes a complete overhaul of the GB-72 topside facilities, reconnection of the CHOPS Pipeline to the GB-72 platform, and the addition of pumps at both the HI-A5 and GB-72 platforms to upgrade processing capabilities and increase throughput. As of December 31, 2024, we successfully completed the overhaul of the GB-72 topside facility and re-connected the CHOPS pipeline to the platform during the fourth quarter. We expect to complete the remainder of the project, including the addition of the pumps, during the first half of 2025.
Previous report — wording carried elsewhere
Future payment obligations associated with our Alkali senior secured notes, as of December 31, 2024, including both estimated principal and interest payments, are summarized in the table below:
Previous report — wording carried elsewhere
During 2022, we entered into definitive agreements to provide transportation services for 100% of the crude oil production associated with two separate standalone deepwater developments that have a combined production capacity of approximately 160,000 barrels per day. In conjunction with these agreements, we are expanding the current capacity of the CHOPS Pipeline and constructing the SYNC Pipeline to connect one of the developments to our existing asset footprint in the Gulf of America.