SemGroup 2015 q2 investor presentation

Investor Presentation

Second Quarter 2015

Forward-looking Information

2

Certain matters contained in this presentation include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor

protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this presentation including the prospects of our industry, our anticipated financial

performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business

prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the

expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These

forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ

materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, our ability to

generate sufficient cash flow from operations to enable us to pay our debt obligations or to fund our other liquidity needs; our ability to comply with the

covenants contained in the instruments governing our indebtedness and to maintain certain financial ratios required by our credit facilities; the effect of our debt

level on our future financial and operating flexibility, including our ability to obtain additional capital; the ability of our subsidiary, Rose Rock Midstream L.P.

(NYSE: RRMS), to make minimum quarterly distributions; the operations of NGL Energy Partners LP (NYSE: NGL), which we do not control; any sustained

reduction in demand for the petroleum products we gather, transport, process and store; our ability to obtain new sources of supply of petroleum products; our

failure to comply with new or existing environmental laws or regulations or cross border laws or regulations; the possibility that the construction or acquisition of

new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; cyber attacks involving our information

systems and related infrastructure; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in

local governmental laws, regulations and policies; and the possibility that our hedging activities may result in losses or may have a negative impact on our

financial results; as well as other risk factors discussed from time to time in each of our documents and reports filed with the SEC.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this presentation which reflect management's opinions only

as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking

statements.

SemGroup and Rose Rock Midstream use their Investor Relations website and social media outlets as channels of distribution of material company

information. Such information is routinely posted and accessible on our Investor Relations websites at ir.semgroupcorp.com and ir.rrmidstream.com.

Both companies are present on Twitter and LinkedIn, follow us at the links below:

SemGroup Twitter and LinkedIn Rose Rock Midstream Twitter and LinkedIn

Non-GAAP Financial Measures

3

SemGroup

Adjusted EBITDA is presented in this presentation for certain periods. Adjusted EBITDA is not a U.S. generally accepted accounting principles (“GAAP”)

measure and is not intended to be used in lieu of a GAAP presentation of net income (loss). Adjusted EBITDA is presented in this presentation because

SemGroup believes it provides additional information with respect to its performance. Adjusted EBITDA represents earnings before interest, taxes, depreciation

and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. Although

SemGroup presents selected items that it considers in evaluating its performance, you should also be aware that the items presented do not represent all items

that affect comparability between the periods presented. Variations in SemGroup’s operating results are also caused by changes in volumes, prices, exchange

rates, mechanical interruptions and numerous other factors. These types of variances are not separately identified in this presentation. Because all companies

do not use identical calculations, SemGroup’s presentation of Adjusted EBITDA may be different from similarly titled measures of other companies, thereby

diminishing its utility. Reconciliations of net income (loss) to Adjusted EBITDA for the periods presented are included in the appendix of this presentation.

Rose Rock Midstream

This presentation includes the non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA and distributable cash flow, which may be used

periodically by management when discussing our financial results with investors and analysts. The appendix of this presentation provides reconciliations of

these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP. Adjusted gross

margin, Adjusted EBITDA and distributable cash flow are presented as management believes they provide additional information and metrics relative to the

performance of our business.

Operating income (loss) is the GAAP measure most directly comparable to Adjusted gross margin, net income (loss) and cash provided by (used in) operating

activities are the GAAP measures most directly comparable to Adjusted EBITDA, and net income (loss) is the GAAP measure most directly comparable to

distributable cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures.

These non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly

comparable GAAP financial measures. You should not consider Adjusted gross margin, Adjusted EBITDA or distributable cash flow in isolation or as

substitutes for analysis of our results as reported under GAAP. Because Adjusted gross margin, Adjusted EBITDA and distributable cash flow may be defined

differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of

other companies, thereby diminishing their utility.

Management compensates for the limitation of Adjusted gross margin, Adjusted EBITDA and distributable cash flow as analytical tools by reviewing the

comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA and distributable cash flow, on the one hand,

and operating income (loss), net income (loss) and net cash provided by (used in) operating activities, on the other hand, and incorporating this knowledge into

its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating

our operating results.

Two Public Companies

Note: Enterprise Value, Market Cap, Unit/Share Price and Yield as of August 11, 2015. Balance sheet data as

of June 30, 2015

C-Corp – assets in US, Canada, Mexico & UK

General Partner of RRMS

Publicly Traded – November 2010

Shares: 44.6 million

Enterprise Value: $3.5 billion

Market Cap: $2.6 billion

Share Price: $58.03

Yield: 2.9%

Current Annualized Dividend: $1.68

Total Assets: $2.9 billion

PP&E: $1.4 billion

Master Limited Partnership (MLP)

IPO – December 2011

Units: 36.8 million

Enterprise Value: $2.0 billion

Market Cap: $1.3 billion

Unit Price: $35.84

Yield: 7.3%

Current Annualized Distribution: $2.60

Total Assets: $1.3 billion

PP&E: $419 million

SemGroup Corporation Rose Rock Midstream

4

SemGroup Ownership Structure

Note: NGL Common Units are as of June 30, 2015

5

Business Strategy

Risk Management

Mitigate commodity price exposure

Maintain financial flexibility and utilize

leverage prudently

Quality Cash Flows

Generate consistent earnings and

cash flows

Focus on fee-based activities

Focused Growth

Capitalize on organic growth

opportunities with existing and

new assets

Grow our business through strategic

and accretive asset acquisitions

6

Crude and Gas Assets in Key Growth Areas

7

Crude Business Overview

White Cliffs Pipeline – 51% ownership

DJ Basin to Cushing, OK

Two 527-mile, 12-inch pipelines

150,000 bpd current capacity

Expanding capacity to approximately 215,000 bpd

– Expected completion October 2015

Wattenberg Oil Trunkline

75-mile, 12-inch pipeline and storage in DJ Basin

Transports Noble Energy production to White Cliffs

Platteville Truck Unloading Facility 20-lane truck unloading facility

Origin of White Cliffs Pipeline

330,000 barrels of storage capacity

4 new truck unloading bays and 100,000 barrels of additional

storage – Completed July 2015

10 new truck unloading bays and 5,000 barrels of additional

storage – Expected completion October 2015

Tampa Pipeline

12-mile, 12-inch pipeline from Platteville to Tampa, CO rail facility

DJ Basin

8

Crude Business Overview

Cushing Storage

7.6 million barrels of storage

86% under long-term fixed fee contracts with first

expiration 2016

2015 average storage rate of $0.37 per month

Connectivity to all major inbound/outbound pipelines

Kansas/Oklahoma System

Approximately 600-mile gathering and transportation

pipeline system

Currently operating at full capacity

Connects to third-party pipelines, Kansas and

Oklahoma refineries and Cushing terminal

650,000 barrels of storage capacity

Oklahoma/Kansas Assets

Field Services

Crude Oil Trucking Fleet

Fleet of approximately 270 crude oil trucks

Servicing the Bakken, DJ/Niobrara, Eagle Ford,

Granite Wash, Mississippi Lime, Permian and Utica

plays

9

Glass Mountain Pipeline – 50% ownership

215-mile pipeline

Two laterals – Granite Wash and Mississippi Lime Play join

and terminate in Cushing

140,000 bpd current capacity

Isabel Pipeline – Expected Completion 1Q 2016

48 mile, 8-inch crude oil pipeline from Isabel Junction, KS

to Alva, OK

Connects Kansas barrels to Glass Mountain Pipeline

2013 2014 2015

2013 2014 2015 2013 2014 2015

Crude Key Performance Metrics

(1) 100% of storage contract volumes are included in year of contract expiration (2) Pipeline volumes include KS/OK system, ND transportation and Tampa pipeline (3) White Cliffs Pipeline is owned 51% by RRMS; reflects 100% throughput (4) Glass Mountain Pipeline is owned 50% by RRMS; average volumes for 1Q 2014 for two months operational; reflects

100% throughput (5) Includes intercompany trucking volumes

Crude Transportation Volumes (Thousand Barrels per Day)

Crude Marketing Volumes (Thousand Barrels per Day)

n Pipeline Volumes(2) n White Cliffs PL(3)

n Wattenberg Oil Trunkline n Glass Mountain PL(4)

Crude Cushing Storage 7.6 million Barrels Capacity

6.50 6.00 4.65

3.15

Field Services Transportation Volumes(5)

(Thousand Barrels per Day)

n Contracted(1) n Operational / Marketing n Uncontracted

1.10

1.10 1.10

1.10 3.35

1.85

0.50

28.5 26.6 11.0 31.2

35.2 45.8 50.0

10

156.9 167.7

251.4 315.9

355.9 369.0 384.2

0

100

200

300

400

500

600

4Q 1Q 2Q 3Q 4Q 1Q 2Q

Processing Volumes Capacity

2013 2014 2015

SemGas Areas of Operation Northern Oklahoma Average Processed Volume (mmcf/d)

Located in liquids rich oil plays

Five processing facilities - 595 mmcf/d of current capacity

1,300 miles of gathering lines

Increased processing capacity in Mississippi Lime Play

– Rose Valley II – 200 mmcf/d capacity – Completed July 2015

– Sherman, TX Plant – 30 mmcf/d capacity – Completed July 2015

SemGas Natural Gas Business

11

272.6 285.8

148.2

274.2 340.1

302.5 288.8

146.9 152.6

186.1

138.3

97.9

91.9 96.6

0

100

200

300

400

500

600

4Q 1Q 2Q 3Q 4Q 1Q 2Q

K3 KA Capacity

2013 2014 2015

SemCAMS Natural Gas Business

SemCAMS Areas of Operation Average Throughput Volume (mmcf/d)

Located in:

– Western Canadian Sedimentary Basin – sour gas

– Montney – liquids rich sour gas

– Duvernay – liquids rich sweet gas

600 miles of transport and gathering lines

12

419.5

385.3

438.4

334.3

412.5 438.0

394.4

Maurepas Pipeline Overview

Project Construct, own and operate three pipelines for Motiva Enterprises, LLC in St. James, LA connecting Motiva's refineries

– 24-inch, 34 mile crude oil pipeline connected to LOCAP, crossing the Mississippi River and terminating at Motiva's Norco refinery;

– 12-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries; and

– 6-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries; and

This project is supported by long-term transportation agreements with Motiva and is expected to be operational in the

fourth quarter of 2016

The pipeline project is a significant part of an overall refinery optimization project

Strategic Rationale First step in establishing a SemGroup presence in US Gulf Coast

crude markets and it provides a more balanced risk profile through

geographic diversity, new customer base and potential for

product expansion

Platform for future participation in the build-out of infrastructure in

the Gulf Coast

Accomplishes strategic goal of becoming more refinery facing

Furthers SemGroup’s drop down inventory to Rose Rock

Project Progress 90% of planning process complete

– Majority of Right-of-Way acquired, permits in process and major

equipment has been ordered

Pipeline construction scheduled to begin October 2015

13

Maurepas Pipeline Area Map

14

$265

$450

$55

58%

34%

7%

SemGroup Corporation 2015 Capital Expenditure Guidance

2015 Capital Expenditures – $775 million(1)

More than 90% of capital expenditures

are focused on growth capital

Targeting 5-8x EBITDA multiples on

organic growth projects in key asset

plays

Maintenance and regulatory capital

focused on pipeline integrity and

SemLogistics tank refurbishments

n Natural Gas

n Crude

n Other Growth Projects

n Maintenance and Regulatory

1% $5

(1) Includes Rose Rock Midstream and approximately $70 million carry-over from 2014 related to timing of spend

Excludes drop down transactions and potential future acquisitions

15

SemGroup Corporation 2015 Capital Expenditure Guidance

(1) Investments in affiliate; reflects our ownership in joint ventures

More than $1.3 Billion of Growth Capital in 2015-2016

(in millions)

Total Capex Segment Description

Estimated Completion

Date 2015 Capex 2016 Capex

Crude-SEMG Maurepas Pipeline 4Q 2016 260 220 500

Crude-RRMS White Cliffs Pipeline capacity expansion(1) October 2015 35 5 40

Crude-RRMS Isabel Pipeline 1Q 2016 30 5 35

Crude-RRMS Platteville truck unloading expansion varies 30 — 30

Crude-RRMS Wattenberg Oil Trunkline extension 1Q 2015 30 — 30

SemGas Northern Oklahoma gas gathering & processing expansion varies 125 100 225

SemCAMS Wapiti Pipeline Expansion varies 45 10 55

SemCAMS K3 Plant projects varies 25 10 35

SemCAMS KA Plant Projects varies 45 20 65

Other/undesignated growth projects varies 95 145

Maintenance, refurbishment & regulatory 55 35

Total $775 $500-$600

16

RRMS Adjusted EBITDA(1)

(in millions)

$116 $135

$189

$287

$320-$360

$100

$200

$300

$400

2011 2012 2013 2014 2015E

$35 $40

$69

$128

$180-$200

$0

$50

$100

$150

$200

2011 2012 2013 2014 2015E

Adjusted EBITDA(1)

2Q 2015 1Q 2015 2015 Guidance

SemGroup(2) $80.0 million $70.0 million $320 - $360 million

Rose Rock Midstream(3) $44.7 million $42.1 million $180 - $200 million

Second Quarter 2015 Results

(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation

(2) SemGroup includes fully consolidated Rose Rock Midstream

(3) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline

(4) CAGR is based on the midpoint of 2015 Adjusted EBITDA Guidance

SEMG Adjusted EBITDA(1)

(in millions)

17

SemGroup Second Quarter 2015 Results

(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation

(2) Crude segment includes fully consolidated Rose Rock Midstream

Key Highlights (2Q 2015 vs 1Q 2015)

Crude increased $2.2 million

– $6.4 million increase in marketing related to higher margins and volumes

– $3.5 million decrease in equity earnings driven by lower volumes on White Cliffs Pipeline

– $1.0 million increase in operating expenses net of field services

SemGas increased $4.3 million

– Increase from higher gathering and processing volumes was partially offset by higher operating expenses

SemLogistics increased $1.2 million

– Increase due to higher storage demand

Segment Adjusted EBITDA(1) (in millions, unaudited) 2Q 2015 1Q 2015 Crude(2) $ 43.8 $ 41.6

SemGas 19.4 15.1

SemCAMS 8.5 8.4

SemLogistics 2.2 1.0

SemMaterials Mexico 5.3 5.3

SemStream 4.5 5.0

Corporate and Other (3.7 ) (6.4 )

Total Adjusted EBITDA $ 80.0 $ 70.0

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SemGroup Capitalization & Liquidity

Conservative leverage ratio

provides financial flexibility

Target consolidated Net Debt /

Adjusted EBITDA of 3.5x or

better

Available liquidity to fund

future growth opportunities

(in millions, unaudited) June 30, 2015 December 31, 2014

Total Consolidated Debt $ 1,044 $ 767

Owner's Equity 1,272 1,219

Total Book Capitalization $ 2,316 $ 1,986

Consolidated Credit Metrics

Net Debt $ 815 $ 726

Total Debt/Capitalization 45 % 39 %

Net Debt/Adjusted EBITDA LTM 2.6x 2.5x

Committed Liquidity

Cash and Cash Equivalents $ 229 $ 41

Revolver Availability(1)

SemGroup 496 461

Rose Rock Midstream 560 536

Total Liquidity $ 1,285 $ 1,038

(1) Availability reduced by outstanding letters of credit

19

88%

6%

6%

SemGroup’s Fee-based Business Model

Margin Contribution(1)

n Fixed Fee n Variable Fee n Marketing

Margin Descriptions

Fixed Fee

– Storage fees

– Transportation fees

– Unloading fees

– Gathering and processing fees

Variable Fee

– Gas processing – percent of proceeds

Marketing

– Back-to-back marketing transactions

Fixed Fee Variable Fee Marketing

SemGas(2) 69% 31%

SemCAMS 100%

SemLogistics 100%

SemMaterials Mexico 100%

White Cliffs Pipeline 100%

Rose Rock Midstream(3)(4) 85% 15%

20

(1) LTM June 30, 2015

(2) SemGas 2Q 2015 margin contribution 70% fixed fee, 30% variable fee

(3) Rose Rock Midstream includes White Cliffs cash distributions resulting from 51% ownership

(4) Marketing margin reduced by intercompany trucking expense

SemGroup Corporation Dividend Growth(1)

Target 30-40% Annual Dividend Growth through 2017

Current dividend policy is to pass

through the after-tax cash distributions

received from our MLP investments

Increased second quarter 2015 dividend

by approximately 11% over prior quarter

and 56% compared to second quarter

2014

2013 2014 2015

2015 Target Dividend Growth 50-60% year-over-year

(1) Assumes no further drop downs or acquisitions

21

$0.2200 $0.2400

$0.2700 $0.3000

$0.3400

$0.3800

$0.4200

$0.1500

$0.2500

$0.3500

$0.4500

$0.5500

4Q 1Q 2Q 3Q 4Q 1Q 2Q 4QE

2015 Target Coverage Ratio 1.1x-1.2x

2015 Target Distribution Growth 15-20% year-over-year

Rose Rock Midstream Distribution Growth(1)

Target 15-20% Annual Distribution Growth through 2017

(1) Assumes no further drop downs or acquisitions

2011 2012 2013 2014 2015

22

$0.3625

$0.4025

$0.4650 $0.4950

$0.5350

$0.5750

$0.6200 $0.6350

$0.6500

$0.2500

$0.3500

$0.4500

$0.5500

$0.6500

$0.7500

4Q 4Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 4QE

APPENDIX

SemGroup Non-GAAP Adjusted EBITDA Calculation (in thousands, unaudited) Three Months Ended Six Months Ended

June 30, March 31, June 30,

Reconciliation of net income to Adjusted EBITDA: 2015 2014 2015 2015 2014

Net income (loss) $ 28,433 $ (12,584 ) $ 5,776 $ 34,209 $ 7,154

Add: Interest expense 16,822 10,360 14,591 31,413 19,587

Add: Income tax expense (benefit) 14,861 (6,672 ) 4,742 19,603 9,854

Add: Depreciation and amortization expense 24,674 22,062 23,734 48,408 45,699

EBITDA 84,790 13,166 48,843 133,633 82,294

Selected Non-Cash Items and Other Items Impacting Comparability (4,764 ) 44,361 21,139 16,375 42,515

Adjusted EBITDA $ 80,026 $ 57,527 $ 69,982 $ 150,008 $ 124,809

Selected Non-Cash Items and Other Items Impacting Comparability

Loss on disposal or impairment of long-lived assets, net $ 1,372 $ 19,315 $ 1,058 $ 2,430 $ 19,257

Loss from discontinued operations, net of income taxes 2 — — 2 5

Foreign currency transaction (gain) loss (295 ) 167 (519 ) (814 ) (516 )

Remove NGL equity earnings including gain on issuance of common units (12,117 ) (4,968 ) 305 (11,812 ) (16,686 )

Remove gain on sale of NGL units (6,623 ) — (7,894 ) (14,517 ) —

NGL cash distribution 4,468 5,671 5,015 9,483 11,012

M&A transaction related costs — — 10,000 10,000 —

Inventory valuation adjustments including equity method investees 48 — 1,187 1,235 —

Employee severance expense 21 20 — 21 29

Unrealized loss (gain) on derivative activities (1,415 ) (851 ) 2,645 1,230 (245 )

Change in fair value of warrants — 18,929 — — 17,949

Depreciation and amortization included within equity earnings 6,346 4,251 6,376 12,722 7,701

Bankruptcy related expenses 2 661 189 191 877

Recovery of receivables written off at emergence — (300 ) — — (664 )

Non-cash equity compensation 3,427 1,466 2,777 6,204 3,796

Selected Non-Cash items and Other Items Impacting Comparability $ (4,764 ) $ 44,361 $ 21,139 $ 16,375 $ 42,515

24

SemGroup 2015 Adjusted EBITDA Guidance

(1) Guidance is on a cash basis for equity investments in NGL, includes fully consolidated Rose Rock Midstream

(in millions, unaudited) 2015 Guidance(1)

Mid-point

Net income $ 97.5

Add: Interest expense 72.0

Add: Income tax expense 14.0

Add: Depreciation and amortization 109.0

EBITDA $ 292.5

Selected Non-Cash and Other Items Impacting Comparability 47.5

Adjusted EBITDA $ 340.0

Selected Non-Cash and Other Items Impacting Comparability

Depreciation and amortization included within equity earnings 25.0

Non-cash equity compensation 12.5

M&A related transaction costs 10.0

Selected Non-Cash and Other Items Impacting Comparability $ 47.5

25

Rose Rock Midstream Non-GAAP Financial Data Reconciliations (in thousands, unaudited) Three Months Ended Six Months Ended

June 30, March 31, June 30,

2015 2014(1) 2015 2015 2014(1)

Reconciliation of operating income to Adjusted gross margin:

Operating income $ 27,260 $ 17,797 $ 22,606 $ 49,866 $ 36,410

Add:

Operating expense 23,656 17,438 20,951 44,607 32,653

General and administrative expense 6,329 6,191 5,620 11,949 9,938

Depreciation and amortization expense 10,608 7,276 10,143 20,751 18,758

Less:

Earnings from equity method investments 17,683 12,291 20,864 38,547 23,371

Non-cash unrealized gain (loss) on derivatives, net 1,415 851 (2,531 ) (1,116 ) 245

Adjusted gross margin $ 48,755 $ 35,560 $ 40,987 $ 89,742 $ 74,143

Reconciliation of net income to Adjusted EBITDA:

Net income $ 17,068 $ 15,088 $ 14,600 $ 31,668 $ 31,314 Add:

Interest expense 10,197 2,730 8,006 18,203 5,117

Depreciation and amortization expense 10,608 7,276 10,143 20,751 18,758

Cash distributions from equity method investments 25,560 14,467 26,065 51,625 28,052

Inventory valuation adjustment 48 — 1,187 1,235 —

Non-cash equity compensation 357 130 298 655 390

Loss (gain) on disposal of long-lived assets, net (22 ) (27 ) 152 130 (61 )

Less:

Earnings from equity method investments 17,683 12,291 20,864 38,547 23,371

White Cliffs cash distributions attributable to noncontrolling interests — 4,822 — — 9,350

Impact from derivative instruments:

Total loss on derivatives, net (2,202 ) (1,942 ) (644 ) (2,846 ) (2,749 )

Total realized loss (gain) (cash flow) on derivatives, net 3,617 2,793 (1,887 ) 1,730 2,994

Non-cash unrealized gain (loss) on derivatives, net 1,415 851 (2,531 ) (1,116 ) 245

Adjusted EBITDA $ 44,718 $ 21,700 $ 42,118 $ 86,836 $ 50,604

Reconciliation of net cash provided by (used in) operating activities to Adjusted EBITDA:

Net cash provided by (used in) operating activities $ 26,941 $ 6,931 $ (7,070 ) $ 19,871 $ 25,118

Less:

Changes in operating assets and liabilities, net (386 ) (14,945 ) (36,508 ) (36,894 ) (25,558 )

White Cliffs cash distributions attributable to noncontrolling interests — 4,822 — — 9,350

Add:

Interest expense, excluding amortization of debt issuance costs 9,515 2,470 7,479 16,994 4,597

Distributions from equity method investments in excess of equity in earnings 7,876 2,176 5,201 13,077 4,681

Adjusted EBITDA $ 44,718 $ 21,700 $ 42,118 $ 86,836 $ 50,604


26

Rose Rock Midstream 2015 Adjusted EBITDA Guidance

(in millions, unaudited) 2015 Guidance

Mid-point

Net income $ 82.0

Add: Interest expense 43.5

Add: Depreciation and amortization 43.0

EBITDA $ 168.5

Non-Cash and Other Adjustments 21.5

Adjusted EBITDA $ 190.0

Less:

Cash interest expense 40.0

Maintenance capital expenditures 10.0

Distributable cash flow $ 140.0

Non-Cash and Other Adjustments

Earnings from equity method investments $ (82.0 )

Distributions from equity method investments (1) 102.0

Non-cash equity compensation 1.5

Non-Cash and Other Adjustments $ 21.5

(1) Distributions from equity method investment includes the cash distributions from White Cliffs and Glass Mountain

attributable to Rose Rock

27

(in thousands, unaudited) Year Ended

December 31, 2014

Crude SemStream SemCAMS SemLogistics SemMexico SemGas Corporate and

other Consolidated

Net income (loss) $ 57,495 $ 70,632 $ 14,318 $ (10,072 ) $ 5,900 $ 6,792 $ (93,008 ) $ 52,057

Add: Interest expense 31,072 (5,140 ) 13,558 1,528 166 8,570 (710 ) 49,044

Add: Income tax expense (benefit) — — 3,135 (2,231 ) 4,053 — 41,556 46,513

Add: Depreciation and amortization expense 40,035 — 14,295 10,005 6,031 26,353 1,678 98,397

EBITDA 128,602 65,492 45,306 (770 ) 16,150 41,715 (50,484 ) 246,011

Selected Non-Cash Items and Other Items Impacting Comparability 28,159 (42,165 ) 590 (1,083 ) 621 21,053 34,255 41,430

Adjusted EBITDA $ 156,761 $ 23,327 $ 45,896 $ (1,853 ) $ 16,771 $ 62,768 $ (16,229 ) $ 287,441


Loss (gain) on disposal of long-lived assets, net $ 319 $ — $ (950 ) $ (2,490 ) $ (53 ) $ 20,092 $ 15,674 $ 32,592

Loss (income) from discontinued operations, net of income taxes — — — (1 ) — — 2 1

Foreign currency transaction (gain) loss — — 42 821 279 — (1,228 ) (86 )

Remove NGL equity earnings including gain on issuance of common units — (31,363 ) — — — — — (31,363 )

Remove gain on sale of NGL units (34,211 ) (34,211 )

NGL cash distribution — 23,404 — — — — — 23,404

Employee severance expense 9 — 150 — — 41 20 220

Unrealized gain on derivative activities (1,734 ) — — — — — — (1,734 )

Change in fair value of warrants — — — — — — 13,423 13,423

Depreciation and amortization included within equity earnings 18,992 — — — — — — 18,992

Inventory valuation adjustment including equity method investees 7,781 — — — — — — 7,781

Recovery of receivables written off at emergence — — (664 ) — — — — (664 )

Bankruptcy related expenses — 1 — — — 150 1,159 1,310

Charitable contributions — — — — — — 3,379 3,379

Non-cash equity compensation 2,792 4 2,012 587 395 770 1,826 8,386

Selected Non-Cash Items and Other Items Impacting Comparability $ 28,159 $ (42,165 ) $ 590 $ (1,083 ) $ 621 $ 21,053 $ 34,255 $ 41,430

SemGroup Reconciliation of Net Income to Adjusted EBITDA

28


December 31, 2013


other Consolidated

Net income (loss) $ 57,228 $ 38,071 $ (3,136 ) $ (6,769 ) $ 5,377 $ 14,701 $ (39,660 ) $ 65,812

Add: Interest expense 14,923 (4,810 ) 18,928 1,435 188 3,268 (8,790 ) 25,142

Add: Income tax expense (benefit) — — 6,348 (5,699 ) 2,589 — (20,492 ) (17,254 )


EBITDA 95,859 33,261 32,906 (1,607 ) 14,145 32,486 (66,941 ) 140,109

Selected Non-Cash Items and Other Items Impacting Comparability 10,764 (15,624 ) 1,180 111 (722 ) 1,221 51,979 48,909

Adjusted EBITDA $ 106,623 $ 17,637 $ 34,086 $ (1,496 ) $ 13,423 $ 33,707 $ (14,962 ) $ 189,018


Loss (gain) on disposal of long-lived assets, net $ (56 ) $ 6 $ — $ — $ (854 ) $ 665 $ — $ (239 )

Income from discontinued operations, net of income taxes — — — — — — (59 ) (59 )

Foreign currency transaction (gain) loss — — (23 ) (391 ) (177 ) — (1,042 ) (1,633 )

Remove NGL equity earnings — (33,996 ) — — — — — (33,996 )


Mid-America Midstream Gas Services acquisition cost — — — — — — 3,600 3,600

Employee severance expense 5 — — — — — 33 38

Unrealized gain on derivative activities (974 ) — — — — — — (974 )


Depreciation and amortization included within equity in earnings of White Cliffs 9,520 — — — — — — 9,520

Bankruptcy related expenses — — — — — — 567 567

Non-cash equity compensation 2,269 45 1,203 502 309 556 2,446 7,330

Selected Non-Cash Items and Other Items Impacting Comparability $ 10,764 $ (15,624 ) $ 1,180 $ 111 $ (722 ) $ 1,221 $ 51,979 $ 48,909


29


December 31, 2012


other Consolidated

Net income (loss) $ 64,554 $ 4,919 $ 4,097 $ (3,552 ) $ 1,467 $ (264 ) $ (39,324 ) $ 31,897

Add: Interest expense (409 ) (3,449 ) 18,727 2,486 314 1,461 (10,228 ) 8,902

Add: Income tax expense (benefit) — — 720 (7,736 ) 2,285 — 2,653 (2,078 )


EBITDA 76,276 1,470 34,133 978 10,237 8,240 (44,403 ) 86,931

Selected Non-Cash Items and Other Items Impacting Comparability 9,532 6,952 50 514 121 629 30,236 48,034

Adjusted EBITDA $ 85,808 $ 8,422 $ 34,183 $ 1,492 $ 10,358 $ 8,869 $ (14,167 ) $ 134,965


Loss (gain) on disposal of long-lived assets, net $ (3,501 ) $ 214 $ — $ — $ (290 ) $ 46 $ — $ (3,531 )

Loss (income) from discontinued operations, net of income taxes — (2,985 ) — 14 — — 32 (2,939 )

Foreign currency transaction (gain) loss — — 26 (370 ) 190 — 452 298

Remove NGL equity earnings — 403 — — — — — 403


Employee severance expense — — — 159 — — 195 354

Unrealized loss on derivative activities 1,196 — — — — — — 1,196



Defense costs — — — — — — 5,899 5,899

Recovery of receivables written off at emergence — — (858 ) — — — — (858 )

Non-cash equity compensation 1,656 102 882 711 221 583 2,348 6,503

Selected Non-Cash Items and Other Items Impacting Comparability $ 9,532 $ 6,952 $ 50 $ 514 $ 121 $ 629 $ 30,236 $ 48,034


30


December 31, 2011


other Consolidated

Net income (loss) $ 39,241 $ 16,752 $ 2,868 $ (41,440 ) $ 2,430 $ 6,308 $ (23,347 ) $ 2,812

Add: Interest expense 3,749 17,152 24,685 1,005 365 2,346 10,836 60,138

Add: Income tax expense (benefit) — — 552 (3,331 ) 629 — (160 ) (2,310 )

Add: Depreciation and amortization expense 11,379 3,501 10,233 9,271 6,502 5,986 2,951 49,823

EBITDA 54,369 37,405 38,338 (34,495 ) 9,926 14,640 (9,720 ) 110,463

Selected Non-Cash Items and Other Items Impacting Comparability 8,293 (48,513 ) (2,296 ) 45,283 57 452 1,806 5,082

Adjusted EBITDA $ 62,662 $ (11,108 ) $ 36,042 $ 10,788 $ 9,983 $ 15,092 $ (7,914 ) $ 115,545


Loss (gain) on disposal of long-lived assets, net $ 64 $ (45,821 ) $ (8 ) $ 44,663 $ (200 ) $ 4 $ 1,599 $ 301

Loss (income) from discontinued operations, net of income taxes (1) — 9,644 — 30 — — (126 ) 9,548

Foreign currency transaction (gain) loss — 39 (2,674 ) 88 18 — (921 ) (3,450 )

Employee severance expense — — 3,855 131 — — 388 4,374

Unrealized gain on derivative activities (787 ) (13,247 ) — — — — (80 ) (14,114 )

Change in fair value of warrants — — — — — — (5,012 ) (5,012 )

Reversal of allowance on goods and services tax receivable — — (4,144 ) — — — — (4,144 )


Defense costs — — — — — — 1,000 1,000

Recovery of receivables written off at emergence (2,692 ) — — — — — — (2,692 )

Non-cash equity compensation 1,078 872 675 371 239 448 4,958 8,641

Selected Non-Cash Items and Other Items Impacting Comparability $ 8,293 $ (48,513 ) $ (2,296 ) $ 45,283 $ 57 $ 452 $ 1,806 $ 5,082


(1) SemStream Arizona has been reported as a discontinued operation at December 31, 2012. Prior periods have been recast to conform with the presentation.

31


December 31,

2014(1) 2013 2012 2011

Net income $ 62,925 $ 37,515 $ 23,954 $ 23,235

Add:

Interest expense 21,279 8,181 1,912 1,823

Depreciation and amortization expense 40,035 23,708 12,131 11,379

Distributions from equity method investment 66,768 16,999 — —

Inventory valuation adjustment 5,667 — — —

Non-cash equity compensation 943 806 308 —

Loss (gain) on disposal of long-lived assets, net 319 (31 ) (1 ) 64

Provision for (recovery of) uncollectible accounts receivable — — — (916 )

Less:

Earnings from equity method investment 57,378 17,571 — —

White Cliffs cash distributions attributable to noncontrolling interests 11,008 — — —

Impact from derivative instruments:

Total gain (loss) on derivatives, net 17,351 (1,593 ) 149 (386 )

Total realized (gain) loss (cash outflow) on derivatives, net (15,730 ) 2,567 (1,345 ) 1,173

Non-cash unrealized gain (loss) on derivatives, net 1,621 974 (1,196 ) 787

Adjusted EBITDA $ 127,929 $ 68,633 $ 39,500 $ 34,798

Rose Rock Reconciliation of Net Income to Adjusted EBITDA


32

Rose Rock Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA


December 31,

2014(1) 2013 2012 2011

Net cash provided by operating activities $ 111,093 $ 72,528 $ 35,097 $ 51,085

Less:

Changes in operating assets and liabilities, net 1,296 11,265 (2,850 ) 18,082

White Cliffs cash distributions attributable to noncontrolling interests 11,008 — — —

Add:

Interest expense, excluding amortization of debt issuance costs 19,750 7,370 1,553 1,795

Distributions in excess of equity earnings of affiliates 9,390 — — —

Adjusted EBITDA $ 127,929 $ 68,633 $ 39,500 $ 34,798


33