Investor Presentation August 2016 Forward-looking Information - - PowerPoint PPT Presentation

Investor Presentation

August 2016

Forward-looking Information

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,

• ur anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business prospects, outcome
• f 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, the closing, expected timing, and benefits of the proposed transaction pursuant to which SemGroup Corporation (“SemGroup”) will acquire all of the outstanding common units of its subsidiary, Rose Rock Midstream, L.P. (“Rose Rock”), not already owned by SemGroup; the ability of SemGroup to generate sufficient cash flow from operations to enable it to pay its debt

• bligations and its current and expected dividends or to fund its other liquidity needs; insufficient cash from operations following the establishment of cash reserves

and payment of fees and expenses for Rose Rock to pay current, expected or minimum quarterly distributions; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the amount of collateral required to be posted from time to time in our purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements and the indentures governing our senior notes, including requirements under our credit agreements to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; in the case of SemGroup, 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; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in each of SemGroup’s and Rose Rock’s 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

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In connection with the proposed merger of SemGroup and Rose Rock, SemGroup filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "Commission") that includes a joint solicitation statement/prospectus and other relevant documents concerning the proposed transaction. YOU ARE URGED TO READ THE JOINT SOLICITATION STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SemGroup, Rose Rock AND THE PROPOSED TRANSACTION. The joint solicitation statement/prospectus and the other documents filed with the Commission may be obtained free of charge at the Commission’s website, www.sec.gov. In addition, you may obtain free copies of the joint solicitation statement/prospectus and the other documents filed by SemGroup and Rose Rock with the Commission by requesting them in writing from SemGroup Corporation, Two Warren Place, 6120 S. Yale Avenue, Suite 700, Tulsa, Oklahoma 74136-4216, Attention: Investor Relations, or by telephone at (918) 524-8100, or from Rose Rock Midstream, L.P., Two Warren Place, 6120 S. Yale Avenue, Suite 700, Tulsa, Oklahoma 74136-4216, Attention: Investor Relations, or by telephone at (918) 524-7700. SemGroup and Rose Rock and their respective directors and executive officers may be deemed under the rules of the Commission to be participants (as defined in Schedule 14A under the Exchange Act) in respect of the proposed transaction. Information about SemGroup’s directors and executive officers and their ownership

• f SemGroup common stock is set forth in SemGroup’s proxy statement on Schedule 14A filed on April 13, 2016 with the Commission. Information about the

directors and executive officers and their ownership of RRMS common units representing limited partnership interests is set forth in Rose Rock’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 26, 2016 with the Commission. Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, is contained in the joint solicitation statement/prospectus and

• ther materials filed by SemGroup with the Commission, as amended from time to time. Stockholders may obtain additional information about the interests of the

directors and executive officers in the proposed transaction by reading the joint solicitation statement/prospectus.

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Where You Can Find Additional Information

Non-GAAP Financial Measures

SemGroup Adjusted EBITDA and cash available for dividends are not U.S. generally accepted accounting principles (GAAP) measures and are not intended to be used in lieu

• f GAAP presentation of net income (loss). Adjusted EBITDA and cash available for dividends are presented in this presentation because SemGroup believes they

provide 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. Cash available for dividends is based on Adjusted EBITDA, as described above, adjusted to exclude the earnings of our subsidiary, Rose Rock Midstream, cash income taxes, cash interest expense and maintenance capital expenditures and include cash distributions received from Rose Rock Midstream. Because all companies do not use identical calculations, SemGroup’s presentations of Adjusted EBITDA and cash available for dividends may be different from similarly titled measures of other companies, thereby diminishing their utility. 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. 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

• ther 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

• perating 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

• perating results.

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Positioned for Long-Term Value Creation

Strong balance sheet, sound business model, clear strategic growth plan

 Visibility to incremental secure cash flow from Maurepas Pipeline in early 2017  Pursuing high-return organic growth around existing footprints and strategic acquisitions  Managing for “lower for longer” commodity price environment with focus on diversifying for a more balanced midstream portfolio  Enhanced credit profile, dividend growth beyond 2016 and lower cost of capital to support growth targets

5

Pro Forma SemGroup Positioned for Long-Term Success

 Immediately accretive to SemGroup shareholders  Targeting pro forma 8% compound annual dividend growth rate and dividend coverage of

• ver 1.5x through 2018

 Increased retained cash flows strengthens dividend growth outlook and provides financial flexibility to execute on strategic growth plan  Strengthens outlook in a “lower for longer” environment  SemGroup expected to benefit from an improved cost of and access to capital  C-Corp structure expected to attract a broader universe of investors  Increased public float of SemGroup will raise trading liquidity  SemGroup will receive tax benefits from the asset step-up and, combined with current NOLs, does not anticipate being a significant U.S. cash taxpayer through 2020(1)  Ownership of 100% of Rose Rock’s EBITDA  One public entity with simplified governance  Allows SemGroup to maintain expected leverage levels going forward; targeting leverage

• f 4.5x or better

 Expected to be viewed ratings positive by ratings agencies  No significant debt maturities until 2021 Improved Credit Profile Value Enhancing & Stronger Long-Term Growth Outlook Simplified Structure Improved Cost of Capital and Capital Markets Access

(1) Assumes projected accelerated tax depreciation for future capital expenditures and no significant acquisitions or divestments during the forecast period

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SemGroup Company Strengths

88% of total LTM gross margin from fixed-fee based cash flows 35% of total LTM gross margin secured by take-or-pay contracts

17% 65% 18% 30% 55% 15% 74% 14% 12% 19% 68% 13%

$0 $100 $200 $300 $400 $500 $600 2014 2015 LTM

($ in millions)

Take or Pay Fixed Fee (non TOP) POP/Marketing 64% 23% 13% 59% 30% 11% 53% 35% 12% More than 70% of SemGroup's revenue is derived from investment grade counterparties Investment Grade Non-Investment Grade 29% 71%

(1)

Stable Cash Flows Counterparty Strength(1)(2) SemGroup derives a significant portion of its margin from fixed-fee contracted arrangements with strong counterparties; SemGroup is well-positioned to drive future growth

(1) LTM June 30, 2016 (2) Counterparty ratings LTM June 30, 2016 excludes SemLogistics and SemMaterials Mexico

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Illustrative Pro Forma Organizational Structure

SemGroup Status Quo SemGroup Pro Forma

GP & IDRs + 20.7mm LP units 16.3mm units(1)

Rose Rock

Rose Rock Unitholders SemGroup Shareholders

SemGroup

Rose Rock Operating Subsidiaries SemGroup Operating Subsidiaries

100%

SemGroup

SemGroup Shareholders SemGroup Operating Subsidiaries Rose Rock and Rose Rock Operating Subsidiaries

Transaction simplifies SemGroup’s corporate structure

SemGroup acquires Rose Rock public units

100%

(1) Includes unvested restricted units

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Crude and Gas Assets in Key Growth Areas

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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 third quarter 2016

Wattenberg Oil Trunkline

 75-mile, 12-inch pipeline and storage in DJ Basin  Transports Noble Energy production to White Cliffs  360,000 barrels of storage capacity

Platteville Truck Unloading Facility

 30-lane truck unloading facility  Origin of White Cliffs Pipeline  350,000 barrels of storage capacity

Tampa Pipeline

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

DJ Basin

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(1) Average remaining contract life as of 6/30/2016 (2) Average Rate ($/bbl) (3) FERC Filing No. 4.2.0 (4) Shipper receives credit for the committed volumes towards their uncommitted volume incentive rate

White Cliffs Pipeline Contract & Rate Structure

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Committed Take or Pay Volumes

Origination Volumes (bpd) Rate ($/bbl)

• Wtd. Avg.

Remaining Contract Life(1) Platteville, CO 72,000 $5.20 ~ 3.5 years Healy, KS 5,000 $2.09 ~ 5.1 years 77,000 $5.00(2) ~ 3.7 years

Uncommitted Volumes(3)

Volumes (bpd) Incentive Rate ($/bbl) 0 – 9,999 $4.90 10,000 – 19,999 $4.65 20,000 – 29,999 $4.40 30,000 – 39,999 $4.15 40,000 – 49,999 $3.90 50,000 and up $3.65

Shipper Example - 1 Month

51,000 bpd shipped during the month, 10,000 of those barrels are committed volumes Below is an example the shipper’s tariff structure

Total Volumes (bpd) Rate ($/bbl) Committed Volumes 10,000 $5.20 Uncommitted Volumes 41,000 $3.65(4) 51,000 $4.43(2)

All Uncommitted Volumes Shipped At Lowest Applicable Incentive Rate

Crude Business Overview

Cushing Storage

 7.6 million barrels of storage  82% under long-term fixed fee contracts with first expiration 2017  2016 average storage rate of $0.34 per month  Connectivity to all major inbound/outbound pipelines

Kansas/Oklahoma System

 390-mile gathering and transportation pipeline system  Connects to third-party pipelines, Kansas and Oklahoma refineries and Cushing terminal  More than 630,000 barrels of storage capacity

Oklahoma/Kansas Assets Field Services

Crude Oil Trucking Fleet

 Fleet of more than 270 crude oil transport trucks  Servicing the Bakken, DJ/Niobrara, Eagle Ford, Granite Wash, Mississippi Lime, Permian and Utica plays 12

Glass Mountain Pipeline – 50% ownership

 215-mile pipeline  140,000 bpd current capacity  Two laterals – Granite Wash and Mississippi Lime Play join and terminate in Cushing  440,000 barrels of storage capacity

Isabel Pipeline

 48 mile, 8-inch crude oil pipeline from Isabel Junction, KS to Alva, OK  Connects Kansas barrels to Glass Mountain Pipeline

2015 2016

Crude Key Performance Metrics

(1) Weighted average term of storage contracts (2) Prior period volumes recast to include intersegment volumes for comparability (3) Volumes on pipelines 100% owned by RRMS (4) Reflects 100% throughput on Joint Venture pipelines

Transportation Volumes

(Thousand Barrels per Day)

Supply and Logistics Volumes(2)

(Thousand Barrels per Day)

Facilities - Cushing Storage

7.6 million Barrels Capacity

Joint Venture Transportation Volumes

(Thousand Barrels per Day)(4) n

Third-party contracted(1) n Operational / Marketing n Uncontracted

n

White Cliffs Pipeline n Glass Mountain Pipeline

0.7 2015 2016 2015 2016

187.9 212.3 201.0 201.1 196.2

n

Pipelines(3) n Field Services 197.6

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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  1,000 miles of gathering lines  Inventory of drilled but uncompleted wells to support production volumes

SemGas Natural Gas Business

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2015 2016

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  Strong incumbent position to serve industry’s growing infrastructure needs

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384.7 394.4 385.3 348.0 373.4

2015 2016 Capacity

n K3 Plant n

KA Plant

304.1

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

 This pipeline project is supported by multi-decade transportation agreements with Motiva and is part of an overall refinery

• ptimization 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

Project Progress

 Construction has begun on all fronts  Expected to be operational in early 2017 16

Maurepas Pipeline Construction

17

Maurepas Pipeline Area Map

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2016 Capital Expenditure Guidance 2016 Capital Expenditures – $455 million

n Maurepas Pipeline n Rose Rock Midstream(1) n Natural Gas n Other Growth Projects n Maintenance $325 10% 72% 1% 12% $45 $5 $55

Key Committed Projects

 Crude Projects

• Maurepas Pipeline (expected completion early 2017): $325 million
• Isabel Pipeline (completed March 2016): $9 million

 Natural Gas Projects

• Northern OK well connects & compression: $15 million
• KA Plant Projects: $18 million
• Wapiti Pipeline Expansion (expected completion 3Q 2016): $9 million

 Maintenance Capital

• SemGroup: $45 million
• Rose Rock: $10 million

 Focus to complete projects already in progress and maintain existing assets  Prudent organic capital investments at attractive EBITDA multiples

$25 5%

(1) Includes investments in Glass Mountain Pipeline and White Cliffs Pipeline

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Second Quarter 2016 Adjusted EBITDA(1)

(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation (2) SemGroup includes fully consolidated Rose Rock Midstream (3) Rose Rock Transportation segment adjusted EBITDA includes equity method investments on a cash basis

Segment Adjusted EBITDA

(in millions, unaudited)

2Q 2016 1Q 2016

Crude - Transportation $27.1 $32.0 Crude - Facilities 9.4 9.6 Crude - Supply and Logistics 10.1 9.3 SemGas 12.5 12.4 SemCAMS 9.3 10.3 SemLogistics 2.2 2.8 SemMaterials Mexico 2.6 2.6 Corporate and Other (5.6) (1.3)

SemGroup(2) $67.6 $77.7

Transportation(3) $27.8 $31.8 Facilities 9.4 9.6 Supply and Logistics 10.1 9.3 Corporate and Other (2.4) (1.7)

Rose Rock Midstream $44.9 $49.0

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Leverage & Liquidity

SemGroup(1) Rose Rock

(in millions, unaudited)

June 30, 2016 June 30, 2016 $500 million revolver - 2018 $585 million revolver - 2018 $41.0 7.500% Senior unsecured notes - 2021 $300.0 5.625% Senior unsecured notes - 2022 400.0 5.625% Senior unsecured notes - 2023 350.0 Total consolidated debt $300.0 $791.0 Compliance leverage ratio(2) 0.4x 4.2x Target leverage 3.0x 4.5x Liquidity: Cash and cash equivalents(3) $226.5 $7.9 Revolver availability(4) 494.0 506.3 Total liquidity $720.5 $514.2

(1) SemGroup stand-alone basis (2) Calculated per revolving credit agreement definitions; maximum total leverage covenant of 5.5x (3) SemGroup cash excludes Rose Rock and SemMaterials Mexico (4) Revolver availability excludes outstanding letters of credit

$1.2 Billion of Combined Liquidity

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SemGroup’s Fee-based Business Model

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 and blending transactions

(1) LTM June 30, 2016

Fixed Fee Variable Fee Marketing SemGas 75% 25% SemCAMS 100% SemLogistics 100% SemMaterials Mexico 100% White Cliffs Pipeline 100% Rose Rock Midstream 84% 16% Margin Contribution(1)

n Fixed Fee n Variable Fee n Marketing

88% 7% 5%

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A Look Ahead

Strong Balance Sheet High Return Growth Projects & Strategic Acquisitions Focus on Portfolio Balance and Secure Cash Flows Dividend Growth Beyond 2016

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: 2016 2015 2016 2016 2015 Net income (loss) $ 9,931 $ 28,433 $ (6,248) $ 3,683 $ 34,209 Add: Interest expense 18,875 16,822 18,935 37,810 31,413 Add: Income tax expense (benefit) 4,658 14,861 (21,407) (16,749) 19,603 Add: Depreciation and amortization expense 25,048 24,674 24,047 49,095 48,408 EBITDA 58,512 84,790 15,327 73,839 133,633 Selected Non-Cash Items and Other Items Impacting Comparability 9,121 (4,764) 62,340 71,461 16,375 Adjusted EBITDA $ 67,633 $ 80,026 $ 77,667 $ 145,300 $ 150,008 Selected Non-Cash Items and Other Items Impacting Comparability Loss on disposal or impairment, net $ 1,685 $ 1,372 $ 13,307 $ 14,992 $ 2,430 Loss from discontinued operations, net of income taxes 2 2 2 4 2 Foreign currency transaction (gain) loss 1,543 (295) 1,469 3,012 (814) Remove NGL equity losses (earnings) including loss (gain) on issuance of common units — (12,117) (2,191) (2,191) (11,812) Remove loss (gain) on sale or impairment of NGL units (9,120) (6,623) 39,764 30,644 (14,517) NGL cash distribution — 4,468 4,873 4,873 9,483 M&A transaction related costs — — — — 10,000 Inventory valuation adjustments — 48 — — 1,235 Employee severance and relocation expense 836 21 259 1,095 21 Unrealized loss (gain) on derivative activities 4,477 (1,415) (4,548) (71) 1,230 Depreciation and amortization included within equity earnings 7,138 6,346 6,539 13,677 12,722 Bankruptcy related expenses — 2 — — 191 Non-cash equity compensation 2,560 3,427 2,866 5,426 6,204 Selected Non-Cash items and Other Items Impacting Comparability $ 9,121 $ (4,764) $ 62,340 $ 71,461 $ 16,375

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SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income $ 11,797 $ 10,844 $ 19,296 $ 31,093 $ 26,594 Add: Interest expense 193 101 264 457 257 Add: Depreciation and amortization expense 6,171 9,038 5,859 12,030 17,656 EBITDA 18,161 19,983 25,419 43,580 44,507 Selected Non-Cash Items and Other Items Impacting Comparability 8,954 6,324 6,606 15,560 12,855 Adjusted EBITDA $ 27,115 $ 26,307 $ 32,025 $ 59,140 $ 57,362 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ 1,714 $ (22) $ 67 $ 1,781 $ 133 Employee severance and relocation expense 102 — — 102 — Depreciation and amortization included within equity earnings 7,138 6,346 6,539 13,677 12,722 Selected Non-Cash items and Other Items Impacting Comparability $ 8,954 $ 6,324 $ 6,606 $ 15,560 $ 12,855 26

Crude - Transportation Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income $ 7,450 $ 6,557 $ 7,703 $ 15,153 $ 13,590 Add: Depreciation and amortization expense 1,921 1,406 1,884 3,805 2,775 EBITDA 9,371 7,963 9,587 18,958 16,365 Selected Non-Cash Items and Other Items Impacting Comparability 4 — — 4 — Adjusted EBITDA $ 9,375 $ 7,963 $ 9,587 $ 18,962 $ 16,365 Selected Non-Cash Items and Other Items Impacting Comparability Employee severance expense $ 4 $ — $ — $ 4 $ — Selected Non-Cash items and Other Items Impacting Comparability $ 4 $ — $ — $ 4 $ — 27

Crude - Facilities Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income $ 5,370 $ 12,241 $ 13,461 $ 18,831 $ 14,753 Add: Interest expense 182 112 140 322 211 Add: Depreciation and amortization expense 40 40 40 80 79 EBITDA 5,592 12,393 13,641 19,233 15,043 Selected Non-Cash Items and Other Items Impacting Comparability 4,477 (1,346) (4,321) 156 2,369 Adjusted EBITDA $ 10,069 $ 11,047 $ 9,320 $ 19,389 $ 17,412 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ — $ — $ 227 $ 227 $ (3) Employee severance expense — 21 — — 21 Unrealized loss (gain) on derivative activities 4,477 (1,415) (4,548) (71) 1,116 Inventory valuation adjustments — 48 — — 1,235 Selected Non-Cash items and Other Items Impacting Comparability $ 4,477 $ (1,346) $ (4,321) $ 156 $ 2,369 28

Crude - Supply and Logistics Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income (loss) $ (321) $ 7,043 $ (13,469) $ (13,790) $ 11,934 Add: Interest expense 3,431 3,269 3,555 6,986 6,120 Add: Depreciation and amortization expense 9,194 7,359 8,922 18,116 14,497 EBITDA 12,304 17,671 (992) 11,312 32,551 Selected Non-Cash Items and Other Items Impacting Comparability 256 1,778 13,391 13,647 1,978 Adjusted EBITDA $ 12,560 $ 19,449 $ 12,399 $ 24,959 $ 34,529 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ (1) $ 1,450 $ 13,052 $ 13,051 $ 1,449 Employee severance expense 13 — — 13 — Non-cash equity compensation 244 328 339 583 529 Selected Non-Cash items and Other Items Impacting Comparability $ 256 $ 1,778 $ 13,391 $ 13,647 $ 1,978 29

SemGas Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income $ 2,021 $ 915 $ 2,756 $ 4,777 $ 2,114 Add: Interest expense 2,235 3,117 2,226 4,461 6,229 Add: Income tax expense 451 616 965 1,416 1,167 Add: Depreciation and amortization expense 4,294 3,187 3,951 8,245 6,253 EBITDA 9,001 7,835 9,898 18,899 15,763 Selected Non-Cash Items and Other Items Impacting Comparability 381 697 383 764 1,121 Adjusted EBITDA $ 9,382 $ 8,532 $ 10,281 $ 19,663 $ 16,884 Selected Non-Cash Items and Other Items Impacting Comparability Foreign currency transaction (gain) loss $ (1) $ 145 $ 6 $ 5 $ 101 Non-cash equity compensation 382 552 377 759 1,020 Selected Non-Cash items and Other Items Impacting Comparability $ 381 $ 697 $ 383 $ 764 $ 1,121 30

SemCAMS Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income (loss) $ (1,447) $ 103 $ (246) $ (1,693) $ (1,823) Add: Interest expense 353 443 376 729 908 Add: Income tax expense (benefit) (273) 167 59 (214) (202) Add: Depreciation and amortization expense 1,983 2,154 1,960 3,943 4,194 EBITDA 616 2,867 2,149 2,765 3,077 Selected Non-Cash Items and Other Items Impacting Comparability 1,562 (674) 687 2,249 131 Adjusted EBITDA $ 2,178 $ 2,193 $ 2,836 $ 5,014 $ 3,208 Selected Non-Cash Items and Other Items Impacting Comparability Foreign currency transaction loss (gain) $ 1,391 $ (873) $ 510 $ 1,901 $ (222) Non-cash equity compensation 171 199 177 348 353 Selected Non-Cash items and Other Items Impacting Comparability $ 1,562 $ (674) $ 687 $ 2,249 $ 131 31

SemLogistics Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Net income $ 1,187 $ 3,199 $ 696 $ 1,883 $ 6,210 Add: Interest expense — 2 — — 2 Add: Income tax expense 194 764 607 801 1,754 Add: Depreciation and amortization expense 949 1,037 941 1,890 2,090 EBITDA 2,330 5,002 2,244 4,574 10,056 Selected Non-Cash Items and Other Items Impacting Comparability 244 260 370 614 479 Adjusted EBITDA $ 2,574 $ 5,262 $ 2,614 $ 5,188 $ 10,535 Selected Non-Cash Items and Other Items Impacting Comparability Gain on disposal of long-lived assets, net $ (28) $ — $ (39) $ (67) $ (19) Foreign currency transaction loss 153 94 256 409 225 Non-cash equity compensation 119 166 153 272 273 Selected Non-Cash items and Other Items Impacting Comparability $ 244 $ 260 $ 370 $ 614 $ 479 32

SemMaterials México Segment

SemGroup Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended

Six Months Ended

June 30, March 31,

June 30,

2016 2015 2016

2016 2015

Net loss $ (16,126) $ (12,469) $ (36,445) $ (52,571) $ (39,163) Add: Interest expense 12,481 9,778 12,374 24,855 17,686 Add: Income tax expense (benefit) 4,286 13,314 (23,038) (18,752) 16,884 Add: Depreciation and amortization expense 496 453 490 986 864 EBITDA 1,137 11,076 (46,619) (45,482) (3,729) Selected Non-Cash Items and Other Items Impacting Comparability (6,757) (11,803) 45,224 38,467 (2,558) Adjusted EBITDA $ (5,620) $ (727) $ (1,395) $ (7,015) $ (6,287) Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ — $ (56) $ — $ — $ 870 Loss from discontinued operations, net of income taxes 2 2 2 4 2 Foreign currency transaction (gain) loss — 339 697 697 (918) Remove NGL equity earnings including gain on issuance of common units — (12,117) (2,191) (2,191) (11,812) Remove loss (gain) on impairment or sale of NGL units (9,120) (6,623) 39,764 30,644 (14,517) NGL cash distribution — 4,468 4,873 4,873 9,483 M&A transaction related costs — — — — 10,000 Employee severance and relocation expense 717 — 259 976 — Unrealized loss on derivative activities — — — — 114 Bankruptcy related expenses — 2 — 191 Non-cash equity compensation 1,644 2,182 1,820 3,464 4,029 Selected Non-Cash items and Other Items Impacting Comparability $ (6,757) $ (11,803) $ 45,224 $ 38,467 $ (2,558) 33

Corporate & Other Segment

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of operating income to Adjusted gross margin: Operating income $ 22,356 $ 27,260 $ 38,905 $ 61,261 $ 49,866 Add: Operating expense 19,726 23,678 21,407 41,133 44,477 General and administrative expense 5,428 6,329 4,900 10,328 11,949 Depreciation and amortization expense 8,235 10,608 7,893 16,128 20,751 Loss (gain) on disposal or impairment, net 1,714 (22) 294 2,008 130 Less: Earnings from equity method investments 17,078 17,683 20,839 37,917 38,547 Non-cash unrealized gain (loss) on derivatives, net (4,477) 1,415 4,548 71 (1,116) Adjusted gross margin $ 44,858 $ 48,755 $ 48,012 $ 92,870 $ 89,742 Reconciliation of net income to Adjusted EBITDA: Net income $ 9,922 $ 17,068 $ 26,468 $ 36,390 $ 31,668 Add: Interest expense 12,434 10,197 12,437 24,871 18,203 Depreciation and amortization expense 8,235 10,608 7,893 16,128 20,751 Cash distributions from equity method investments 24,782 25,560 26,913 51,695 51,625 Inventory valuation adjustment — 48 — — 1,235 Provision for uncollectible accounts receivable — — 38 38 — Non-cash equity compensation 366 357 365 731 655 Loss (gain) on disposal or impairment, net 1,714 (22) 294 2,008 130 Less: Earnings from equity method investments 17,078 17,683 20,839 37,917 38,547 Impact from derivative instruments: — Total gain (loss) on derivatives, net (7,127) (2,202) 3,354 (3,773) (2,846) Total realized gain (loss) (cash flow) on derivatives, net 2,650 3,617 1,194 3,844 1,730 Non-cash unrealized gain (loss) on derivatives, net (4,477) 1,415 4,548 71 (1,116) Adjusted EBITDA $ 44,852 $ 44,718 $ 49,021 $ 93,873 $ 86,836 34

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of net cash provided by operating activities to Adjusted EBITDA: Net cash provided by operating activities $ 14,080 $ 26,941 $ 14,530 $ 28,610 $ 19,871 Less: Changes in operating assets and liabilities, net (11,462) (386) (16,811) (28,273) (36,894) Add: Interest expense, excluding amortization of debt issuance costs 11,606 9,515 11,606 23,212 16,994 Distributions from equity method investments in excess of equity in earnings 7,704 7,876 6,074 13,778 13,077 Adjusted EBITDA $ 44,852 $ 44,718 $ 49,021 $ 93,873 $ 86,836 35

Transportation Segment

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of operating income to Adjusted gross margin: Operating income $ 12,250 $ 10,946 $ 19,733 $ 31,983 $ 26,852 Add: Operating expense 16,616 21,127 18,451 35,067 39,455 General and administrative expense 1,098 2,581 1,138 2,236 4,486 Depreciation and amortization expense 6,171 9,038 5,859 12,030 17,656 Loss (gain) on disposal or impairment, net 1,714 (22) 67 1,781 133 Less: Earnings from equity method investments 17,078 17,683 20,839 37,917 38,547 Adjusted gross margin $ 20,771 $ 25,987 $ 24,409 $ 45,180 $ 50,035 Reconciliation of net income to Adjusted EBITDA: Net income $ 12,057 $ 10,845 $ 19,469 $ 31,526 $ 26,595 Add: Interest expense 193 101 264 457 257 Depreciation and amortization expense 6,171 9,038 5,859 12,030 17,656 Cash distributions from equity method investments 24,782 25,560 26,913 51,695 51,625 Provision for uncollectible accounts receivable — — 38 38 — Loss (gain) on disposal or impairment, net 1,714 (22) 67 1,781 133 Less: Earnings from equity method investments 17,078 17,683 20,839 37,917 38,547 Adjusted EBITDA $ 27,839 $ 27,839 $ 31,771 $ 59,610 $ 57,719 36

Facilities Segment

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of operating income to Adjusted gross margin: Operating income $ 7,450 $ 6,557 $ 7,703 $ 15,153 $ 13,590 Add: Operating expense 2,422 2,398 2,118 4,540 4,669 General and administrative expense 1,033 1,041 1,174 2,207 1,773 Depreciation and amortization expense 1,921 1,406 1,884 3,805 2,775 Gain on disposal or impairment, net — — — — (34) Adjusted gross margin $ 12,826 $ 11,402 $ 12,879 $ 25,705 $ 22,807 Reconciliation of net income to Adjusted EBITDA: Net income $ 7,450 $ 6,557 $ 7,703 $ 15,153 $ 13,590 Add: Depreciation and amortization expense 1,921 1,406 1,884 3,805 2,775 Adjusted EBITDA $ 9,371 $ 7,963 $ 9,587 $ 18,958 $ 16,365 37

Supply and Logistics Segment

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of operating income to Adjusted gross margin: Operating income $ 5,552 $ 12,353 $ 13,601 $ 19,153 $ 14,964 Add: Operating expense 689 155 838 1,527 348 General and administrative expense 503 233 566 1,069 396 Depreciation and amortization expense 40 40 40 80 79 Loss (gain) on disposal or impairment, net — — 227 227 (3) Less: Non-cash unrealized gain (loss) on derivatives, net (4,477) 1,415 4,548 71 (1,116) Adjusted gross margin $ 11,261 $ 11,366 $ 10,724 $ 21,985 $ 16,900 Reconciliation of net income to Adjusted EBITDA: Net income $ 5,370 $ 12,241 $ 13,461 $ 18,831 $ 14,753 Add: Interest expense 182 112 140 322 211 Depreciation and amortization expense 40 40 40 80 79 Inventory valuation adjustment — 48 — — 1,235 Loss (gain) on disposal or impairment, net — — 227 227 (3) Less: Impact from derivative instruments: Total gain (loss) on derivatives, net (7,127) (2,202) 3,354 (3,773) (2,846) Total realized gain (loss) (cash flow) on derivatives, net 2,650 3,617 1,194 3,844 1,730 Non-cash unrealized gain (loss) on derivatives, net (4,477) 1,415 4,548 71 (1,116) Adjusted EBITDA $ 10,069 $ 11,026 $ 9,320 $ 19,389 $ 17,391 38

Corporate and Other Segment

Rose Rock Midstream Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, 2016 2015 2016 2016 2015 Reconciliation of operating income to Adjusted gross margin: Operating loss $ (2,896) $ (2,596) $ (2,132) $ (5,028) $ (5,540) Add: Operating expense (1) (2) — (1) 5 General and administrative expense 2,794 2,474 2,022 4,816 5,294 Depreciation and amortization expense 103 124 110 213 241 Adjusted gross margin $ — $ — $ — $ — $ — Reconciliation of net income to Adjusted EBITDA: Net loss $ (14,955) $ (12,575) $ (14,165) $ (29,120) $ (23,270) Add: Interest expense 12,059 9,984 12,033 24,092 17,735 Depreciation and amortization expense 103 124 110 213 241 Non-cash equity compensation 366 357 365 731 655 Adjusted EBITDA $ (2,427) $ (2,110) $ (1,657) $ (4,084) $ (4,639) 39