2015 q1 investor presentation

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Investor Presentation First Quarter 2015

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Page 1: 2015 Q1 Investor Presentation

Investor Presentation

First Quarter 2015

Page 2: 2015 Q1 Investor Presentation

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

Page 3: 2015 Q1 Investor Presentation

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.

Page 4: 2015 Q1 Investor Presentation

Two Public Companies

Note: Enterprise Value, Market Cap, Unit/Share Price and Yield as of May 1, 2015. Balance sheet data as of March 31, 2015

C-Corp – assets in US, Canada, Mexico & UK General Partner of RRMS Publicly Traded – November 2010

Shares: 43.9 millionEnterprise Value: $4.5 billionMarket Cap: $3.7 billionShare Price: $85.24Yield: 1.8%Current Annualized Dividend: $1.52Total Assets: $2.9 billionPP&E: $1.3 billion

Master Limited Partnership (MLP) IPO – December 2011

Units: 36.8 million

Enterprise Value:$2.6 billion

Market Cap: $1.9 billion

Unit Price: $52.00

Yield: 4.9%

Current Annualized Distribution: $2.54

Total Assets: $1.2 billion

PP&E: $405 million

SemGroup Corporation Rose Rock Midstream

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Page 5: 2015 Q1 Investor Presentation

SemGroup Ownership Structure

Note: NGL Common Units are as of April 23, 2015

5

Page 6: 2015 Q1 Investor Presentation

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

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Page 7: 2015 Q1 Investor Presentation

Crude and Gas Assets in Key Growth Areas

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Page 8: 2015 Q1 Investor Presentation

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 3Q 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 16-lane truck unloading facility Origin of White Cliffs Pipeline 230,000 barrels of storage capacity 4 new truck unloading bays and 100,000 barrels of additional

storage – Expected completion summer 2015 10 new truck unloading bays – Expected completion 4Q 2015

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

facility Constructed a new 5-mile lateral pipeline extension

DJ Basin

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Page 9: 2015 Q1 Investor Presentation

Crude Business Overview

Cushing Storage 7.6 million barrels of storage 86% under long-term fixed fee contracts with first

expiration 2016 2014 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 620,000 barrels of storage capacity

Oklahoma/Kansas Assets

Field Services

Crude Oil Trucking Fleet Fleet of more than 250 crude oil trucks Servicing the Bakken, DJ/Niobrara, Eagle Ford,

Granite Wash, Mississippi Lime, Permian, San Juan 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

Page 10: 2015 Q1 Investor Presentation

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 currently owned 51% by RRMS; 100% throughput(4) Glass Mountain Pipeline is owned 50% by RRMS; average volumes for 1Q 2014 reflects two months operational;

100% throughput

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 6.004.40

2.90

Field Services Transportation Volumes

(Thousand Barrels per Day)

n Contracted(1) n Operational / Marketing n Uncontracted

1.10

1.101.10

1.103.60

2.10

28.526.631.2

35.2

4Q 1Q 2Q 3Q 4Q 1Q0

50

100

150

200

250

300

57.1 67.3 64.9 65.2 71.8 65.311

77.4 72.7 74.1 98.5118.4 139.152

11.0 26.6 28.531.2

35.245.8

43.7 61.761.1

65.264.895

4Q 1Q 2Q 3Q 4Q 1Q0.0

30.0

60.0

90.0

30.942.7 46.1

75.085.6 76.8

4Q 1Q 2Q 3Q 4Q 1Q0

15

30

45

60

75

48.7 49.639.3

51.568.7 75.376

2015 2016 2017 20180.00

2.00

4.00

6.00

8.00

6.50 6.004.65

3.15

1.101.10

1.10

1.10

0.50

1.853.35

10

2013 2014 2015

2013 2014 2015

2013 2014 2015

Page 11: 2015 Q1 Investor Presentation

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q0

100

200

300

400

70.596.6

143.4 156.9 167.655

251.4

315.9355.9 368.989

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

Located in liquids rich oil plays Four processing facilities - 388 mmcf/d of current capacity 1,300 miles of gathering lines Significant growth in Mississippi Lime Play

– Rose Valley II – 200 mmcf/d capacity – Expected completion mid-2015

SemGas Natural Gas Business

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2013 2014 2015

Page 12: 2015 Q1 Investor Presentation

SemCAMS Natural Gas Business

SemCAMS Areas of OperationAverage Throughput Volume (mmcf/d)

Located in:– Western Canadian Sedimentary Basin – sour gas– Montney – liquids rich sour gas– Duvernay – liquids rich sweet gas

Current operational capacity aproximately 700 mmcf/d 600 miles of transport and gathering lines

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1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q0

100

200

300

400

500

213.9250.3

283.9 272.6 285.8

148.2

274.2

340.1302.5

162.6128.5

159.6146.9

152.6

186.1

138.3

97.9

91.9

2013 2014 2015

n K3 Plant n KA Plant

376.5 378.8

419.5443.5 438.4

334.3

412.5438.0

394.4

Page 13: 2015 Q1 Investor Presentation

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

the Gulf Coast Provides a more balanced risk profile through geographic

diversity, new customer base and potential for product expansion Accomplishes strategic goal of becoming more refinery facing Furthers SemGroup’s drop down inventory to Rose Rock

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Page 14: 2015 Q1 Investor Presentation

$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, regulatory capital focused on pipeline integrity and SemLogistics tank refurbishments

n Natural Gasn Cruden Other Growth Projectsn Maintenance and Regulatory

1%$5

(1) Includes Rose Rock Midstream and approximately $70 million carry-over from 2014 related to timing of spendExcludes drop down transactions and potential future acquisitions

__

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Page 15: 2015 Q1 Investor Presentation

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 CapexSegment 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) 3Q 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 40 10 50

SemCAMS K3 Plant projects varies 25 10 35

SemCAMS KA Plant Projects varies 45 20 65

Other/undesignated growth projects varies 100 145

Maintenance, refurbishment & regulatory 55 35

Total $775 $500-$600

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Page 16: 2015 Q1 Investor Presentation

RRMS Adjusted EBITDA(1)

(in millions)

2011 2012 2013 2014 2015E$100

$200

$300

$400

$116$135

$189

$287

$320-$360

31% CAGR(4)

2011 2012 2013 2014 2015E$0

$50

$100

$150

$200

$35 $40

$69

$128

$180-$200

Adjusted EBITDA(1)

1Q 2015 4Q 2014 2015 Guidance

SemGroup(2) $70.0 million $83.2 million $320 - $360 million

Rose Rock Midstream(3) $42.1 million $45.1 million $180 - $200 million

First 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)

53% CAGR(4)

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Page 17: 2015 Q1 Investor Presentation

SemGroup First 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 (1Q 2015 vs 4Q 2014)

Crude decreased $9.2 million

– Primarily related to a reduction in marketing margins, as marketing margins returned to a more normalized position following an extraordinary fourth quarter, partially offset by increased cash distributions from equity investments

SemGas decreased $3.1 million– Higher volumes were offset by lower commodity price realizations

SemLogistics increased $2.0 million– Increase due to higher storage demand

SemCAMS decreased $1.0 million– Decrease related to lower capital fees and timing of operating expense recoveries

Segment Adjusted EBITDA(1) (in millions, unaudited) 1Q 2015 4Q 2014Crude(2) $ 41.6 $ 50.8SemGas 15.1 18.2SemCAMS 8.4 9.4SemLogistics 1.0 (1.0)SemMaterials Mexico 5.3 4.2SemStream 5.0 5.9Corporate and Other (6.4) (4.3)

Total Adjusted EBITDA $ 70.0 $ 83.2

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Page 18: 2015 Q1 Investor Presentation

SemGroup Capitalization & Liquidity

Conservative leverage ratio provides financial flexibility

Target consolidated Net Debt / Adjusted EBITDA target of 3.5x or better

Available liquidity to fund future growth opportunities

Pro Forma(in millions, unaudited) March 31, 2015 March 31, 2015 SEMG - $500MM Revolver due 2018 $ 66 $ 66 SEMG – 7.500% Senior Notes due 2021 300 300 RRMS - $585MM Revolver due 2018 261 - RRMS - 5.625% Senior Notes due 2022 400 400 RRMS - 5.625% Senior Notes due 2023 - 350Total Consolidated Debt $ 1,027 $ 1,116Owner's Equity 1,262 1,262Total Book Capitalization $ 2,289 $ 2,378Consolidated Credit MetricsNet Debt $ 711 $ 722Total Debt/Capitalization 45% 47%Net Debt/Adjusted EBITDA LTM 2.5x 2.5xCommitted LiquidityCash and Cash Equivalents $ 316 $ 394Revolver Availability(1)

SemGroup 430 430Rose Rock Midstream 307 568

Total Liquidity $ 1,053 $ 1,392

(1) Availability reduced by outstanding letters of credit

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Page 19: 2015 Q1 Investor Presentation

88%

7%5%

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 MarketingSemGas(2) 64% 36%

SemCAMS 100%

SemLogistics 100%

SemMaterials Mexico 100%

White Cliffs Pipeline 100%

Rose Rock Midstream(3)(4) 88% 12%

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(1) LTM March 31, 2015(2) SemGas 1Q 2015 margin contribution 76% fixed fee, 24% variable fee(3) Rose Rock Midstream includes White Cliffs cash distributions resulting from 34% ownership for 3 months and 51%

ownership for 9 months(4) Marketing margin reduced by intercompany trucking expense

Page 20: 2015 Q1 Investor Presentation

4Q 1Q 2Q 3Q 4Q 1Q 4QE$0.1500

$0.2500

$0.3500

$0.4500

$0.5500

$0.2200$0.2400

$0.2700$0.3000

$0.3400

$0.3800

Chart Title

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 first quarter 2015 dividend by approximately 12% over prior quarter

2013 2014 2015

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

(1) Assumes no further drop downs or acquisitions

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Page 21: 2015 Q1 Investor Presentation

4Q 4Q 4Q 1Q 2Q 3Q 4Q 1Q 4QE$0.2500

$0.3500

$0.4500

$0.5500

$0.6500

$0.7500

$0.3625$0.4025

$0.4650$0.4950

$0.5350$0.5750

$0.6200 $0.6350

Chart Title

2015 Target Coverage Ratio 1.1x-1.2x2015 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

20% CAGR

2011 2012 2013 2014 2015

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Page 22: 2015 Q1 Investor Presentation

APPENDIX

Page 23: 2015 Q1 Investor Presentation

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

March 31, December 31,

Reconciliation of net income to Adjusted EBITDA: 2015 2014 2014

Net income $ 5,776 $ 19,738 $ 12,707

Add: Interest expense 14,591 9,227 14,650

Add: Income tax expense 4,742 16,526 12,569

Add: Deprecation and amortization expense 23,734 23,637 27,498

EBITDA 48,843 69,128 67,424

Selected Non-Cash Items and Other Items Impacting Comparability 21,139 (1,846) 15,783

Adjusted EBITDA $ 69,982 $ 67,282 $ 83,207

Selected Non-Cash Items andOther Items Impacting Comparability

Loss (gain) on disposal or impairment of long-lived assets, net $ 1,058 $ (58) $ 11,959

Loss (income) from discontinued operations, net of income taxes — 5 (4)

Foreign currency transaction (gain) loss (519) (683) 302Remove NGL equity earnings including gain on issuance of common units 305 (11,718) (387)

Remove gain on sale of NGL units (7,894) — (7,463)

NGL cash distribution 5,015 5,341 5,942

M&A transaction related costs 10,000 — —

Inventory valuation adjustments including equity method investees 1,187 — 7,781

Employee severance expense — 9 101

Unrealized loss (gain) on derivative activities 2,645 606 (1,078)

Change in fair value of warrants — (980) (10,076)

Depreciation and amortization included withinequity earnings 6,376 3,450 6,404

Bankruptcy related expenses 189 216 317

Charitable contributions — — 81

Recovery of receivables written off at emergence — (364) —

Non-cash equity compensation 2,777 2,330 1,904Selected Non-Cash items and

Other Items Impacting Comparability $ 21,139 $ (1,846) $ 15,783

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Page 24: 2015 Q1 Investor Presentation

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 $ 121.5

Add: Interest expense 64.0

Add: Income tax expense 8.0

Add: Depreciation and amortization 109.0

EBITDA $ 302.5

Selected Non-Cash and Other Items Impacting Comparability 37.5

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

Selected Non-Cash and Other Items Impacting Comparability $ 37.5

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Page 25: 2015 Q1 Investor Presentation

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

March 31, December 31,2015 2014(1) 2014(1)

Reconciliation of operating income to Adjusted gross margin:Operating income $ 22,606 $ 18,613 $ 23,244Add:

Operating expense 20,951 15,215 25,696General and administrative expense 5,620 3,747 5,033Depreciation and amortization expense 10,143 11,482 12,882

Less:Earnings from equity method investments 20,864 11,080 17,718Non-cash unrealized gain (loss) on derivatives, net (2,531) (606) 965

Adjusted gross margin $ 40,987 $ 38,583 $ 48,172

Reconciliation of net income to Adjusted EBITDA:

Net income $ 14,600 $ 16,226 $ 15,091Add:

Interest expense 8,006 2,387 8,152Depreciation and amortization expense 10,143 11,482 12,882Cash distributions from equity method investments 26,065 13,585 21,687Inventory valuation adjustment 1,187 — 5,667Non-cash equity compensation 298 260 238Loss (gain) on disposal of long-lived assets, net 152 (34) 89

Less:Earnings from equity method investments 20,864 11,080 17,718White Cliffs cash distributions attributable to noncontrolling interests — 4,528 —Impact from derivative instruments:

Total gain (loss) on derivatives, net (644) (807) 16,053Total realized loss (gain) (cash flow) on derivatives, net (1,887) 201 (15,088)

Non-cash unrealized gain (loss) on derivatives, net (2,531) (606) 965

Adjusted EBITDA $ 42,118 $ 28,904 $ 45,123

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

Net cash provided by (used in) operating activities $ (7,070) $ 18,187 $ 64,823Less:

Changes in operating assets and liabilities, net (36,508) (10,613) 31,295White Cliffs cash distributions attributable to noncontrolling interests — 4,528 —

Add:Interest expense, excluding amortization of debt issuance costs 7,479 2,127 7,626

Distributions from equity method investments in excess of equity in earnings 5,201 2,505 3,969

Adjusted EBITDA $ 42,118 $ 28,904 $ 45,123

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

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Page 26: 2015 Q1 Investor Presentation

Rose Rock Midstream 2015 Adjusted EBITDA Guidance

(in millions, unaudited) 2015 Guidance

Mid-point

Net income $ 90.5

Add: Interest expense 37.0

Add: Depreciation and amortization 45.0

EBITDA $ 172.5

Non-Cash and Other Adjustments 17.5

Adjusted EBITDA $ 190.0

Less:

Cash interest expense 34.5

Maintenance capital expenditures 16.0

Distributable cash flow $ 139.5

Non-Cash and Other Adjustments

Earnings from equity method investments $ (92.0)

Distributions from equity method investments (1) 108.0

Non-cash equity compensation 1.5

Non-Cash and Other Adjustments $ 17.5

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

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Page 27: 2015 Q1 Investor Presentation

(in thousands, unaudited) Year EndedDecember 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) $ 52,057Add: Interest expense 31,072 (5,140) 13,558 1,528 166 8,570 (710) 49,044Add: Income tax expense (benefit) — — 3,135 (2,231) 4,053 — 41,556 46,513Add: Depreciation and amortization expense 40,035 — 14,295 10,005 6,031 26,353 1,678 98,397EBITDA 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

Selected Non-Cash Items and Other Items Impacting Comparability

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 — — — — — 23,404Employee 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 — — — — — — 18,992Inventory valuation adjustment including equity method investees 7,781 — — — — — — 7,781Recovery of receivables written off at emergence — — (664) — — — — (664)Bankruptcy related expenses — 1 — — — 150 1,159 1,310Charitable contributions — — — — — — 3,379 3,379Non-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

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Page 28: 2015 Q1 Investor Presentation

(in thousands, unaudited) Year EndedDecember 31, 2013

Crude SemStream SemCAMS SemLogistics SemMexico SemGas Corporate and 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)

Add: Depreciation and amortization expense 23,708 — 10,766 9,426 5,991 14,517 2,001 66,409

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 48,909Adjusted EBITDA $ 106,623 $ 17,637 $ 34,086 $ (1,496) $ 13,423 $ 33,707 $ (14,962) $ 189,018

Selected Non-Cash Items and Other Items Impacting Comparability

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)

NGL cash distribution — 18,321 — — — — — 18,321

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

Employee severance expense 5 — — — — — 33 38Unrealized gain on derivative activities (974) — — — — — — (974)

Change in fair value of warrants — — — — — — 46,434 46,434

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

SemGroup Reconciliation of Net Income to Adjusted EBITDA

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Page 29: 2015 Q1 Investor Presentation

(in thousands, unaudited) Year EndedDecember 31, 2012

Crude SemStream SemCAMS SemLogistics SemMexico SemGasCorporate and 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)

Add: Depreciation and amortization expense 12,131 — 10,589 9,780 6,171 7,043 2,496 48,210

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

Selected Non-Cash Items and Other Items Impacting Comparability

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

NGL cash distribution — 9,218 — — — — — 9,218

Employee severance expense — — — 159 — — 195 354

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

Change in fair value of warrants — — — — — — 21,310 21,310

Depreciation and amortization included within equity in earnings of White Cliffs 10,181 — — — — — — 10,181

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

SemGroup Reconciliation of Net Income to Adjusted EBITDA

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Page 30: 2015 Q1 Investor Presentation

(in thousands, unaudited) Year EndedDecember 31, 2011

Crude SemStream SemCAMS SemLogistics SemMexico SemGasCorporate and

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

Selected Non-Cash Items and Other Items Impacting Comparability

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)

Depreciation and amortization included within equity in earnings of White Cliffs 10,630 — — — — — — 10,630

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

SemGroup Reconciliation of Net Income to Adjusted EBITDA

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

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Page 31: 2015 Q1 Investor Presentation

(in thousands, unaudited) Year Ended

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 11,379Distributions 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) 64Provision 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

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

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Page 32: 2015 Q1 Investor Presentation

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

(in thousands, unaudited) Year EndedDecember 31,

2014(1) 2013 2012 2011Net cash provided by operating activities $ 111,093 $ 72,528 $ 35,097 $ 51,085Less:Changes in operating assets and liabilities, net 1,296 11,265 (2,850) 18,082White Cliffs cash distributions attributable to noncontrolling interests 11,008 — — —Add:Interest expense, excluding amortization of debt issuance costs 19,750 7,370 1,553 1,795Distributions in excess of equity earnings of affiliates 9,390 — — —Adjusted EBITDA $ 127,929 $ 68,633 $ 39,500 $ 34,798

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

32