Grant Sims - Chief Executive Officer Bob Deere - Chief Financial Officer.

TJ Schultz - RBC Capital Gabe Moreen - Bank of America John Edward - Credit Suisse Jeff Birnbaum - Wunderlich Nathan Judge - Janney.

Welcome to the 2015 Third Quarter Conference Call for Genesis Energy. Genesis has five business segments. The Onshore Pipeline Transportation division is principally engaged in the pipeline transportation of crude oil.

The Offshore Pipeline Transportation division is engaged in providing the critical infrastructure to move oil produced from the long-lived world class reservoirs in Deepwater Gulf of Mexico to onshore refining centers. The Refinery Services division primarily processes sour gas streams to remove sulfur at refining operations.

The Marine Transportation division is engaged in the maritime transportation of primarily refined petroleum products. The Supply and Logistics division is engaged in the transportation, handling, blending, storage and supply of energy products, including crude oil and refined products.

Genesis operations are primarily located in Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and the Gulf of Mexico. During this conference call, Management may be making forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.

The law provides Safe Harbor protection to encourage companies to provide forward-looking information. Genesis intends to avail itself of those Safe Harbor provisions and directs you to its most recently filed and future filings with the Securities and Exchange Commission.

We also encourage you to visit our website at genesisenergy.com, where a copy of the press release we issued today is located. The press release also presents a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. At this time, I would like to introduce Grant Sims; CEO of Genesis Energy L.P. Mr.

Sims will be joined by Bob Deere, Chief Financial Officer, and Karen Pape, Chief Accounting Officer..

Good morning and welcome to everyone. This morning we reported available cash before reserves of $96.3 million providing 1.37 times coverage of the total distribution we will pay on November 13.

That distribution is $0.64 per unit represents the 41st consecutive increase in our quarterly distribution, 36 of which have been greater than 10% over the prior year’s quarter and none of which have been less than 8.7%.

We thought this morning, rather than summarizing what was in our release and about which Bob will provide some additional comments later, it might be useful for me to spend some time providing some additional color around our recent transformational transaction.

In doing so, I’d like to point out that we have no intention of overselling our story, we’ve never been promoters and we’ve avoided pressure from the buy side to high personalize our businesses and results.

To the contrary, we always have and will continue to focus on delivering consistent and improving financial results, that’s all that is within our control and we cannot change nor presumably affect the market’s reaction to or projection of those results.

On July 24, we closed the $1.5 billion acquisition of the Gulf of Mexico assets and services from enterprise. Enterprises address the rationale and reasoning behind the decisions to exit the Gulf of Mexico and I would encourage everyone to analyze and understand what they have said.

They are after all credible having increased their quarterly distribution 45 consecutive quarters, just bringing the 1.3 coverage ratio and maintaining the internal flexibility to execute on their growth plans in a challenging down cycle, which given the law of big numbers is from my personal perspective nothing short of Herculean.

The question then might be why was Genesis the natural buyer? I can think of at least three reasons.

First, we are already joint ventures and three of the pipeline systems and for anyone familiar with LLCs or other types of joint venture arrangements, it would not be unusual that existing joint venture might arguably have certain participation rights and other rights regarding the transfer of interest in the joint venture.

Second, because of my personal knowledge and our company’s knowledge of certain of the assets, we were able to move relatively quickly and be more confident in the soft value issues underlined typical M&A negotiations. Finally, Genesis could do the deal. With that I mean, we had access to conventional capital markets.

As someone pointed out, as recently as October 9, our units were up 4% while the AMZ was down 25% year-to-date in 2015. That’s a long-winded explanation of why we did it. So, let’s focus on how we look at it.

In the press release I made the comment we remain confident and resiliency of the Deepwater Gulf of Mexico as a world-class basin for the economic and efficient exploitation of known and to be discovered hydrocarbons.

Implicit in that statement as we believe in the Deepwater, even in the current and lower for longer price environment, where one should understand the not so subtle difference between expensive and capital intensive. We’re under confidentiality agreements with virtually every operator and working interest owner in the Deepwater Gulf.

And we happen to respect and honor such confidentiality. However, we believe it would be reasonable to rely upon the public disclosures of their views derived from their analysis. After all they are the experts and making decisions of where to deploy their capital. For example, one might, could go to Anadarko’s website.

Based upon presentations posted October 27, just last week, one might focus on pages 10 through 15 of the Appendix first. Then, one might focus on pages 11 through 13 of the operations report.

Finally, one last focus on pages 10 and 11 of the investor book, especially page 10, it seems to conclude that the forecasted aggregate production from their operated Lucius, Heidelberg and Caesar Tonga fields is higher in 2016 than 2015, higher in 2017 than 2016, higher in 2018 than 2017, higher in 2019 and 2018, higher in 2020 than 2019, and finally 2021 is also higher than 2020.

Additionally, one might consider reviewing the very recent earnings and investor presentations of BP, Chevron, Shell, BHP and Hess among others to glean how they view the near intermediate and long-term resiliency of the Deepwater Gulf of Mexico, especially in terms of how their opportunities in the Deepwater Gulf, stack up relative to their other opportunities.

As I said earlier, it is not our practice to high verbalize our views but rather encourage market participants to formulate their own opinions based upon their analysis of the best relevant data available in the public domain.

Relative to the operational and financial performance of our other segments, we have provided a lot of information in the release regarding their quarterly performance and Bob will elaborate further in a few minutes.

As we mentioned in the press release, we are pleased to announce we have executed long-term agreements with ExxonMobil supporting the construction of new crude oil infrastructure in a Greater Houston Area to support ExxonMobil’s refinery complex in Bay Town, the second largest refinery in North America.

We continue to progress to final completion of the infrastructure in and around ExxonMobil’s Baton Rouge refinery, the fourth largest refinery in North America, which will facilitate the efficient handling, local consumption and/or redelivery of crude by rail and crude by pipe as well as Cat Cracker and Coker feedstock.

We have also entered into an agreement with an investment grade producer to support the construction of crude oil infrastructure in and around our existing facilities in Wyoming, a confirmed early stage resource play where we would rather be the first or second mover rather than the 19th or 20th.

The total cost of these endeavors is approximately $350 million, some of which has already been expended in to quarter end. We have more than sufficient committed liquidity under our recently upsize revolver to fully execute these projects.

The excess coverage currently being generated by our existing operations represents our equity to underpin these new projects.

While our calculated leverage ratio will creep above five times over the next three or four quarters, we would expect growth and available cash before reserves to exceed growth in distributions, the difference in which will be used to pay-down debt, de-lever our capital structure and contribute to achieving our goal of the long-term leverage ratio of plus or minus 3.75 turns.

Our business strategies that we have put together coupled with our complimentary acquisitions and growth projects will be ramping up in terms of financial contribution throughout the next several years should position us well to continue to achieve our goals which by the way haven’t changed in 10 years of delivering low double-digit growth in distributions and increasing coverage ratio and ultimately an investment grade leverage ratio.

All without ever losing our cultural focus on providing safe responsible and reliable services. With that, I’ll turn it over to Bob..

Thank you, Grant. In the third quarter of 2015, we generated total available cash before reserves of $96.3 million representing an increase of $35.5 million or 58% over the third quarter of 2014. Adjusted EBITDA increased $45.1 million over the prior year quarter to $126.9 million representing 55% year-over-year growth.

Net income attributable to Genesis for the quarter was $363.2 million or $3.38 per unit, compared to $29.1 million or $0.33 per unit for the same period in 2014.

We recognized a $335.3 million non-cash gain in the third quarter resulting from the adjustment fair value of our historical interest in certain pipelines in the acquisition of the Offshore Pipeline and Services business of Enterprise products.

Segment margin from our Onshore Pipeline Transportation segment decreased $400,000 or 2% between the third quarter periods.

The decrease was primarily the result of an almost $1.2 million decrease in revenue from pipeline also allowance volumes collected and sold due to the change in the market price of crude oil between the respective periods, as well as an approximately $800,000 charge relating to management [ph] imbalance.

These items were partially offset by an increase in tariff revenues mainly on our Texas and Louisiana pipeline systems. Offshore pipeline transportation segment margin increased $49.3 million or 227% between the third quarter periods. The increase was primarily the result of the enterprise acquisition.

As a result of this acquisition, we obtained approximately 2,350 miles of additional offshore natural gas and crude oil pipelines including increasing our ownership interest in each of the Poseidon, SEKCO and Chops pipelines. Refinery services segment margin decreased $1.2 million or 5% between the third quarter periods.

That decrease primarily resulted from lower total volumes than the 2014 quarter.

The decline was attributable to the bankruptcy of one mining customer and reduced sales to major customers as they work through an atypical ore scene as a result of the landslide coupled with increased prior year volumes generated from heavy turnaround schedules at certain customers.

We were able to realize benefits from our favorable management of the purchasing including the economies of scale and utilization of caustic soda and our logistics management capabilities, which somewhat offset the effects on segment margin of decrease in NaHS sales volumes.

Segment margin from our Marine Transportation segment increased $4.5 million or 20% between the third quarter periods.

The increase was primarily attributable to a full quarter of operating results of the M/T American Phoenix which we acquired in November 2014, the American Phoenix transition to a five-year contract with Phillips 66 at the end of the quarter.

Our fleet of inland barges all before of which employee internal heaters is among the largest and youngest fleets of that particular type of taint barge on the inland waterways.

These barges continues to experience a high utilization rate as they work almost exclusively, directly for refiners moving hot intermediate refined products from one refinery location to another. The results also benefit from higher realized contract rates on several of our ocean going barges.

We expect however to experience a drag of perhaps as much as $2 million on margin in the fourth quarter, because two units will undergo scheduled regulatory dry dockings and perhaps as much as $3 million on margin in the first quarter of 2016 because three other units will undergo scheduled regulatory dry-dockings during the quarter.

After this relatively bunched schedule, we are working to prospectively smooth the required out of service times for our fleet of nine offshore units. Supply and Logistics segment margin decreased by $6.3 million or 46% between the third quarter periods, primarily due to lower crude oil volumes.

These lower volumes represented the biggest challenge that we face as a result of the current operating environment.

In our historical back-to-back or by-sale crude oil marketing business associated with aggregating and trucking crude oil from producers, leases to local or regional resale points, we find it difficult to compete with certain persons in the market who are willing to lose money on such local gathering because they are attempting to minimize their losses for minimum volume or take-or-pay commitments that they previously made in anticipation of new production that has not yet come online.

These conditions could last for some time. We will closely monitor developments and seek to redeploy our trucking assets and endeavors to areas not operating under such distorting conditions. We also incurred a $600,000 charge to exit certain third quarter tanks which we no longer needed to support our right-sized heavy fuel business.

These decreases were somewhat offset by an increase in rail volumes at our Scenic Station Rail Terminal.

Interest cost of the third quarter of 2015 increased by $9.2 million from the third quarter of 2014, primarily due to an increase in our average outstanding indebtedness from newly acquired and constructed assets, principally related to additional debt outstanding as a result of financing our offshore pipeline acquisition.

Interest cost on an ongoing basis or net of capitalized interest cost attributable to our growth capital expenditures.

In addition to the factors impacting available cash before reserves, other components of net income included a $335.3 million non-cash gain in relation to the effects of the re-measurement fair-value of our pre-acquisition historical interest in certain pipelines involved in our offshore acquisition, based upon accounting guidance involving step acquisitions.

Depreciation and amortization expense, increased $16 million between the quarterly periods, primarily as a result of newly acquired and constructed assets placed in service. Also, in the 2015 quarter, our derivative positions resulted in a $1.2 million non-cash unrealized gains compared to a $3.5 million non-cash unrealized gain in the 2014 quarter.

Grant will now provide some concluding remarks to our prepared comments..

Thanks Bob. As discussed, our businesses are performing well and we would expect them to continue to do so in spite of challenges or headwinds that always seem to pop up.

We expect to continue to be well served by our business strategies including being primarily refinery-centric, after all the only consumer crude-oil as a refinery and supporting long-lived world-class oil developments of integrated in large independent predominantly investment grade energy companies.

As always, we would like to recognize the efforts and commitment of all of those with whom we are fortunate enough to work, including our commitment to providing safe, responsible and reliable services. With that, I’ll turn it back to the moderator for any questions..

[Operator Instructions]. Your first question comes from the line of TJ Schultz from RBC Capital. Your line is open..

Great, thanks. Hi Grant, I guess just first, when you announced the Gulf of Mexico acquisition, you provided some disclosure to get I think to $140 million in EBITDA for the fourth quarter of this year. So that implies some ramp sequentially.

And my question is just really how much benefit did we see in the third quarter from the South Louisiana footprint? I think in the past you’ve said that you have invested up to $500 million in this area. And I know those assets are currently ramping.

So, just looking for any color you can provide on return expectations for those assets in this market as you support Baton Rouge and how we should be thinking about utilization ramping?.

Well, first of all the $500 million in South Louisiana is a combination of both what we’re doing in and around Baton Rouge as well as Raceland. We’re not fully operational, we have nothing, and we’re not anywhere close to operations at Raceland at this point, that’s going to be a first quarter event.

We are seeing ramping volumes in Baton Rouge as we said and in the introduction of the prepared comments. From our perspective, in the aggregate we continue to believe, and you could ask a question even in this market that we would achieve at least have single digit return on those, sorry multiple realized on those investments.

And we believe that we can drive the efficiencies to make, to turn it into mid single-digit..

Okay. So, it’s safe to say then that very little of that is currently reflected in what was been reported in third quarter.

So, the ramp should still be expected over the next couple of quarters as some of the things come online, is that right?.

That is correct, and I would also point out that we only recognize I think 69 days of the ownership of the enterprise assets in the third quarter..

Okay, understood. I guess, just moving over to some of the new projects that you announced.

If you could provide a little bit more color on the process to get that business supporting Exxon, Bay Town, what role did you work at Baton Rouge having translating over into Houston market? And then if you could just provide, any more granularity on the infrastructure needs in the Houston area that you’ll be focused on.

And if there is more to do potentially than what you have announced here today?.

I think that we have established a very good working relationship with ExxonMobil based upon our performance and commitment to providing safe and responsible operations and reliable operations and infrastructure in and around the Baton Rouge complex.

What we are doing is facilitating the opportunity for Bay Town to have more direct access to some medium sour crudes, predominantly coming from the Offshore Gulf of Mexico which are ideal in terms of their crude slate to run there.

So, it’s a combination of interconnecting with a couple of offshore pipeline systems including Cameron Highway and hoops to directly access, path those volumes into the infrastructure at Webster utilizing some of our existing facilities and repurposing some of our existing facilities to make them bidirectional in the Texas City area as well as the construction of up to 1.2 million barrels of additional storage, above ground storage to facilitate that business..

Okay, great. Just last question, I guess, really focused on debt leverage, you talk about naturally de-leveraging overtime which makes sense. You’ve grown distributions 10% to 11% for some time.

Do you still expect to maintain this growth rate while you’re in de-leveraging mode or is there any more focus on coverage and debt leverage given some of the current market dynamics?.

Well, it’s not our practice to give a whole lot of forward guidance, but I would say that we prepared our remarks to reflect the increase and available cash before reserves will outpace the increase and the distribution rate and that our financial goals which haven’t changed in 10 years would stay the same..

Perfect. Fair enough. Thanks Grant..

Your next question comes from the line of Gabe Moreen from Bank of America. Your line is open..

Hi, good morning. Grant, appreciated the comments, and I think some of the restraints you also exercised on in making those comments.

Couple of questions from me, one is, in terms of the new projects that got announced, can you talk about the take or pay element associated with both projects?.

I would say that the in and around the Greater Houston area, that is take our pay which is consistent with our experience.

And Baton Rouge we would expect actual utilization to exceed the take or pay levels in the Wyoming situation, it’s more of a, what I would characterize as a lease dedication, acreage dedication for the largest operator working in Converse in Campbell counties in Wyoming..

Thanks Grant.

And then, follow-up question from me on Supply and Logistics, can you talk about the sequential potential improvement there in that segment and I think you’re also, expand a little bit on your comments in the press release in terms of some of the take or pay commitments in the industry impacting that business? Is that just a question of production inclining again at some point and filling up that capacity or is it anything else you see in that business which could improve the near to medium-term outlook?.

We described as it could last for quite some time. We’re not the shipper of record on any of the take or pays it’s not necessarily irrational behavior for people that have taken or pays to be doing what they’re doing.

But I would think that we would hope to as we said, we are evaluating redeployment assets where we’re not in such “distorted market situation”. So, we would anticipate sequential growth included larger realization from the ramping volumes in Baton Rouge which is, a portion of which is also included in Supply and Logistics.

I think relative to how things get solved or market returns to normal or whatever, I’m not sure that it’s again, we don’t know how long it’s going to last, we don’t know whether or not it’s just a matter of putting massive amounts of rigs back to work, at certain things.

But certain places where we have had historical operations, I think it’s in terms of our, and we’ve been doing this for years and years and years of gathering, using our trucks and a conventional buy/sell for local gathering so to speak. We think that there could be challenge for some period of time..

Thanks Grant..

Your next question comes from the line of John Edward from Credit Suisse. Your line is open..

Yes, good morning and congrats on another nice quarter.

Grant, could you just or maybe it’s a question for Bob, just in terms of the take or pay distortion this quarter, could you quantify approximately how much you think it’s impacting you and maybe how much when you say it could be for some time, how much you think it might be impacting you in terms of rough EBITDA?.

I mean, we don’t and have not historically reported sub segments if you will in supply and logistics. I would also say that given that we have a lease model on our trucking assets and a lease model on our railcars which we have, so we recognize the economic cost of that in the quarter in which it’s incurred.

The volume degradation is kind of doubled, not only we’re not making any money but we still have the cost associated with that infrastructure.

In round terms, I don’t think it’s material or significant but I would say that in the third quarter, we probably experienced order of magnitude $3 million to $4 million degradation in what we would perceive to be our historical run-rate of our lease purchasing business..

Okay, thanks for that. And then, you indicated that on your barge business, it’s running at a high-utilization level.

And I was just wondering if you could maybe quantify that, I mean, is it running at full capacity do you think at this point or?.

I think we provided the operating statistics for the quarter was 97.6% in our coastal or offshore fleet was at 99.9%. We don’t have any clean barges in our fleet as we pointed out in the press release. Safely, responsibly and legally, we can only move crude oil in 18 of our existing inland barges if we wanted to.

And we don’t understand why we would want to use a Ferrari for Kia application..

Okay, thank you. And then just on the new project ramp up, you do lay out that I think a lot of these projects are going to go into service, mid-16 and then start to contribute late next year, accelerate in the 2017. And so, it just, if you can give us just a little more detail on sort of that rate of contribution would be helpful.

And then, in terms of the rate of spend, should we be thinking about roughly equally over the next few quarters or is there a little bit of skew timing on that?.

I think probably the heaviest quarterly spends would be the first two quarters in 2016. Again, we don’t give necessarily forward guidance although once ramped up and kind of what we perceive to be fully operational run rates, we would expect to be in the high single-digits at a minimum type of multiple..

And that’ll be at a minimum?.

That’s correct..

Okay. All right, fair enough. Thank you very much..

[Operator Instructions]. Your next question comes from the line of Jeff Birnbaum from Wunderlich. Your line is open..

Good morning, guys. Most of my questions have already been answered, maybe just a couple of quick ones. It sounds like the producer to Heidelberg has moved forward perhaps of their expectations for First Oil there. I know you’ve got some take or pays there.

But just any, should that have any kind of impact on cash flow for you in 2016 do you think?.

I think that the based upon my understanding of the data which has been released by Anadarko that First Oil will be coincident or maybe slightly in front of but no more than 30 days of when our take our pay would have started anyway.

The distinction being obviously Lucius take or pays started on July 1, 2014 even though First Oil has not achieved until January of ‘16..

Okay.

So, largely neutral?.

Correct..

Okay. And Bob, you mentioned a little earlier in response to I think TJ’s question, but just, could you give a little additional color just on sort of, obviously it’s nice in this market that you can use excess cash flow to fund growth projects without hitting the capital markets.

I guess, kind of how long would, you be sort of comfortable at a five-time leverage ratio, I know you said in the release you think it could be about a year that you could be around there.

And then sort of, any sort of timeline that you think you can get leverage back down to about three and three quarter or four times?.

We would think that it’s probably a two-year process of ramping up. I mean, we don’t have any GP support. We don’t have any other balance sheet under which we can finance our growth, so we’re doing at our own.

Our numerator is going up if you will in our leverage ratio because we are expending capital on what we perceive to be well analyzed organic opportunities which would create value for everybody in the capital structure for many years to come.

And that given a little bit of the choppiness and the image and especially for the retail investor in the MLP space, we think that it’s natural progression that we are little old fashioned. We use the revolver and increase draws under the revolver during construction.

And we can put long-term capital underneath it but we really don’t believe that we need any long-term capital because we have the excess coverage which is the equity.

And we’ll pay down the outstanding under the revolver as we continue to generate an increasing amount of cash flow or relatable cash before distributions in excess of increasing those distributions..

Okay, great. And then, last one from me, just, curious if you’ve seen broadly speaking any kind of changes in refiner behavior or thinking about operating rigs going forward, kind of starting to come out of turnaround season a bit but proactive inventories are also starting to grow.

Just wondering if you guys are hearing anything from your customers there?.

All I can say that it was a fairly robust turnaround season. But we continue to believe that while we may not see the same refinery utilizations that we have seen in several, past several quarters that U.S. refineries and primarily the ones that we deal within past three years are among the most efficient in the world.

And we would anticipate that they would continue to operate it historically relatively high rates of utilization.

If they quit that, then there is going to be additional pressure on the price of crude because as I said, they’re the only consumer of crude oil, crude oil has no value to anyone until it is refined into products that have a multitude of consumers..

Right, okay. Thanks so much for all the color today, guys..

Thank you..

Your next question comes from the line of Nathan Judge from Janney. Your line is open..

Thank you. Yes, I just had a question on the timing of the capital expenditures. You say you’ve already spent some of that already.

Could you just give us some idea of what the schedule would be as far as outlines?.

I don’t know that we have all of that in front of us here that we would normally course of business divulge it. Although I did say earlier that the majority of the 350 will likely be spent in the first and second quarters of 2016..

Okay.

Can I get an idea of what has been spent?.

We haven’t broken that out at this time..

Okay. Just on a separate topic, I think there have been some comments by rails, talk about lowering their rates in order to, I guess - sorry, the response to be increased competitive pressure you get in volumes.

What have you seen out there and how does it relate to any risk to barge rate etcetera?.

Barge rates..

Sorry, the Supply and Logistics business?.

Nathan, I’m sorry, are you speaking to the Marine business or which segment of our business?.

Yes, well, kind of the Supply and Logistics business and Marine business..

Okay. And I didn’t hear the first part of the question, I’m sorry Nathan..

No, so we’re hearing that rails are in response to some the trying to get access to volumes are lowering their rates for shipping..

Did you say rails?.

Yes..

Railroads?.

That’s right..

Okay, I’m sorry. Well, I think that it’s, I think there is somewhat of a misnomer of reading in our press that it cost $17 for something to move by a rail from point A to point B, that might be what’s being charged. But I don’t know that that’s necessarily a cost to the railroads.

So, I do think that there is a tremendous amount of flexibility, the marginal cost in my opinion would be extremely low.

And to the extent that the railroads are interested in increasing business or maintaining business, I think they would logically have a fair amount of ability to respond to market conditions, subject to surface transportation board regulatory over-side as well as kind of competitive dynamics with the other products which really move across their fixed assets..

But then, your question then was does that translate into the Marine area? Nathan, we don’t far Marine operations we don’t see that translating into that market..

And is there, what is it, what caused you not to be concerned specifically?.

Well, as we mentioned, we’re transporting the hard intermediary products for refineries. And that’s a fairly established Marine based business that we’re participating in and requires heated transportation for that..

And it has no competitive dynamics for crude by rail..

Great. Thank you very much..

There are no further questions at this time. Mr. Grant Sims, I turn the call back over to you..

Okay, well I thank everybody very much for joining us. And we’ll speak again in about 90 days or so. Thank you..

This concludes today’s conference call. You may now disconnect..