SemGroup Corporation & Rose Rock Midstream. Morgan Stanley MLP and Diversified Natural Gas Corporate Access Event March 8, 2012

Transcription

1 SemGroup Corporation & Rose Rock Midstream Morgan Stanley MLP and Diversified Natural Gas Corporate Access Event March 8, 2012

2 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 All statements, other than statements of historical fact, included in this Presentation regarding the prospects of our industry, our anticipated financial performance, NGL Energy Partners LP (NYSE: NGL) anticipated financial performance, management s plans and objectives for future operations, business prospects, the 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 comply with the covenants contained in and maintain certain financial ratios required by our credit facilities; NGL s operations which we do not control; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; 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; any future impairment to goodwill resulting from the loss of customers or business; changes in currency exchange rates; and 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, 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. 3/8/2012 2

3 Non-GAAP Financial Measures SemGroup Adjusted EBITDA is presented in this presentation for certain periods. Adjusted EBITDA is not a 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 financial performance and its ability to meet future debt service, capital expenditures and working capital requirements. 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. Reconciliations of net income (loss) to Adjusted EBITDA for the periods presented are included in the appendix of this presentation. 3/8/2012 3

4 Non-GAAP Financial Measures Rose Rock Midstream This presentation includes the non-gaap financial measures of adjusted gross margin and adjusted EBITDA, which may be used periodically by management when discussing our financial results with investors and analysts. The appendix of this presentation provide reconciliations of these non-gaap financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Adjusted gross margin and adjusted EBITDA 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, and net income (loss) and cash provided by (used in) operating activities are the GAAP measures most directly comparable to adjusted EBITDA. 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 and adjusted EBITDA in isolation or as substitutes for analysis of our results as reported under GAAP. Because adjusted gross margin and adjusted EBITDA 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. Recognizing the limitation of adjusted gross margin and adjusted EBITDA as analytical tools, the comparable GAAP measures, understanding the differences between adjusted gross margin and adjusted EBITDA, on the one hand, and operating income (loss), net income (loss) and net cash provided by (used in) operating activities, on the other hand, this knowledge is incorporated into the 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. 3/8/2012 4

5 Ownership Structure Public 7.0 mm Common Units Rose Rock Midstream GP, LLC Incentive Distribution Rights NYSE: SEMG Public 41.5 mm Shares Outstanding 40.9% LP Interest SemStream SemCAMS SemGas SemLogistics SemMaterials Mexico White Cliffs Pipeline NYSE: RRMS 30.6% LP Interest (2) NGL Energy Partners LP (NYSE: NGL) (1) 1.4 mm RRMS Common Units; 8.4 million Subordinated Units (2) 8.93 mm NGL Common Units; 7.5% interest in the 0.1% GP interest 3/8/2012 As of December 31,

6 SemGroup s Fee-based Business Model Gross Margin Contribution 10% 5% 85% Business Unit Fixed Fee Variable Fee Marketing SemGas 6% 94% SemCAMS 100% SemLogistics 100% SemMaterials Mexico 100% White Cliffs Pipeline 100% Rose Rock Midstream 70% 30% Margin Descriptions Fixed Fee Storage fees Transportation fees Gathering and processing fees Variable Fee Gas processing percent of proceeds Gas processing percent of index Marketing Back-to-back marketing transactions 3/8/2012 6

7 Strategically Positioned in Key Growth Areas Montney/ Duvernay Bakken/ Williston Basin DJ Basin/ Niobrara Mississippi Zone Cushing, OK Crude Oil Granite Storage Hub Wash 3/8/2012 7

8 SemGroup Full Year 2011 Results As Reported (dollars in millions, excluding EPS, unaudited) Full Year 2011 Full Year 2010 Operating income/(loss) $ 45.6 $ (50.3) Net income (loss) attributable to SemGroup $ 2.4 $ (132.3) Net income (loss) per share, basic $ 0.06 $ (3.20) EBITDA (1) $ $ 18.5 Selected items impacting comparability (2) $ 4.7 $ Adjusted EBITDA $ $ Highlighted Year-over-Year Variances $ million Lower/absence of SemStream earnings $(36.1) Impact on the 2010 sale of White Cliffs Pipeline equity interest $(14.6) Lower SemLogistics utilization $(14.4) Lower general and administrative expenses $ 10.2 Improved Crude, SemGas, SemMaterials Mexico volumes/margins $ 11.8 SemCAMS producer settlement/other (net) $ 4.4 (1) Non-GAAP reconciliations are included in Appendix (2) Selected items impacting comparability are included in Appendix 3/8/2012 8

9 SemGroup Segment Results Segment Adjusted EBITDA (dollars in millions, unaudited) (1) 4Q 2011 Normalized 4Q 2010 (2) Full Year 2011 Full Year 2010 (3) Crude (4) $ 16.8 $ 18.9 $ 62.2 $ 71.6 SemStream (0.2) 9.9 (10.1) 26.0 SemGas SemCAMS SemLogistics SemMaterials Mexico Corp & Other (0.3) (7.4) (7.9) (20.1) Total Adjusted EBITDA $ 31.8 $ 43.8 $ $ Segment Operating Results 4Q 2011 % Change 4Q 2011 over 4Q 2010 Crude (4) Cushing Storage Capacity (million barrels) 5.1 7% Transportation Volumes (thousands barrels per day) % White Cliffs Pipeline Throughput (thousands barrels per day) % SemGas Gas Processing Volumes (million cubic feet per day) % SemCAMS Throughput Volumes (million cubic feet per day) (17%) SemLogistics Average Storage Utilization (percent of capacity leased) 48% (51%) SemMaterials Mexico Short Tons Sold (thousands of tons) % (1) See SemGroup Corporation & Rose Rock Midstream Fourth Quarter 2011 Financial & Operating Report for Non-GAAP reconciliations (2) Normalized 4Q 2010 to reflect change in overhead allocation to be comparable to 4Q 2011 results; see SemGroup Corporation & Rose Rock Midstream Fourth Quarter 2011 Financial & Operating Report for reconciliation (3) On a comparative basis, Crude segment Adjusted EBITDA for 2010 was $57.0 million when normalized for SemGroup s 51% ownership of White Cliffs Pipeline for the 12 months ended December 31,2010 (4) Crude segment includes fully consolidated Rose Rock Midstream and 51% ownership in White Cliffs Pipeline 3/8/2012 9

10 SemGroup Capitalization & Liquidity Capitalization (dollars in millions) December 31, 2011 December 31, 2010 Total Debt $ $ Owner s Equity Total Book Capitalization $ 1,088.0 $ 1,203.5 Credit Metrics Debt/Capitalization 10% 29% Debt/Adjusted EBITDA 0.9x 2.3x Committed Liquidity (1) Cash and cash equivalents $ 76.4 $ 90.2 Revolver availability SemGroup (2) Revolver availability SemLogistics Total Liquidity $ $ (1) Pro-forma to include commitments as of February 2012 (2) Revolver availability reduced by outstanding letters of credit 3/8/

11 2012 Capex Guidance (Includes SemGroup and Rose Rock Midstream Capex Projects) $5 3% $4 2% 2012 Capital Expenditures - $180 million $5 3% $21 11% $150 84% Growth Maintenance Refurbishment Environmental/ Regulatory $83 46% $10 5% $27 15% $55 31% Corporate Crude Gas Products Other/Undesignated (USD $ Millions) Estimated Completion Date 2012 Capex 2013 Capex Normalized Annual EBITDA EBITDA Multiple Segment Description Crude Complete 1.95MM Bbls Tank Expansion 1H 2012 $ 7 $ - $ x Crude Six (6) additional unloading bays in Platteville 4Q x Crude New 20" Pipeline in Cushing x Gas Install 20 MMCF/day cryo plant at Nash 3Q x Gas Hopeton Expansion II - 60 MMCF/day Plant & Well Connects 4Q x Gas Wapiti Sweetening plant TBD TBD Other/Undesignated Growth Projects (1) varies TBD TBD Maintenance, Refurbishment & Regulatory Total $ 180 $ 200 Timing/Other Variance -$10 +$20 -$20 +$50 Total Capex Range $170 - $200 $180 - $250 (1) Includes numerous smaller projects as well as a few larger projects not specified above Capitalizing on Attractive Growth Opportunities 3/8/

12 SemGroup 2012 Adjusted EBITDA Guidance 2012 Adjusted EBITDA Guidance Assumes: Natural gas and NGL price assumptions based on average NYMEX strip as of January 2012 $0.10/mmbtu = $250,000 of EBITDA Rose Rock Midstream fully consolidated White Cliffs Pipeline 51% interest NGL Energy Partners cash distributions (dollars in millions, unaudited) Low High Net income (loss) attributable to SemGroup $ 47.1 $ 56.9 Add: Net income attributable to noncontrolling Interests Add: Interest expense Add: Income tax expense (benefit) Add: Depreciation and amortization EBITDA $ $ % annual distribution growth Distributions on 5.0 million units Q1 Q3; distributions on 8.93 million units Q4 SemLogistics average utilization rates mid 40 s Long lead-time projects delay EBITDA accretion to late 2012/early Adjusted EBITDA reflects an 8% to 16% growth rate from /8/

13 Crude Oil

14 Crude Business Overview Rose Rock Midstream Crude storage (fee-based) 5.05 million barrels in Cushing, OK - 12/31/ million additional barrels on line by mid-2012; 100% contracted for five-year term 340,000 leased barrels in Kansas/Colorado/North Dakota Crude transportation (fee-based) 640 miles of gathering and transportation in Kansas and Oklahoma Capacity of 40,000 barrels per day Crude marketing (marketing-based) Purchase/sell crude oil utilizing a fleet of trucks and third-party pipelines in North Dakota Purchase/sell crude oil using existing proprietary pipeline in Kansas and Oklahoma All marketing transactions handled as back-to-back purchases and sales to mitigate commodity price exposure and net open positions White Cliffs Pipeline 51% ownership and operator 527 miles, 70,000+ bpd capacity transportation White Cliffs Pipeline 20,000 bpd take or pay Platteville, CO 10,000 bpd leased volume Healy, KS Joint Venture 210-mile, 140,000 barrel per day crude oil pipeline connecting Granite Wash and Mississippi Zone production to Cushing; estimated completion 3Q 2013 DJ Basin/Niobrara Location: Kansas, Colorado, Nebraska and Wyoming Acreage: 60,000+ square miles Production: 95,000 bpd oil/condensate Active Players: Noble Anadarko EOG Bill Barrett Corp RKI Exploration Key Information: Connection to Cushing via White Cliffs Pipeline Net resource potential of 500 million to 1.5 billion BOE Granite Wash Location: Western Oklahoma and the north-eastern Texas panhandle Acreage: 1,180 square miles Key Information: Undiscovered reserves of 16 mmbbls of oil, 3 mmbbls of NGLs and 90 billion cubic feet of natural gas 2/29/ Source: Company filings and other public information

15 Rose Rock Midstream Results As Reported (dollars in millions, excluding EPS, unaudited) Full Year 2011 Full Year 2010 Operating income $ 24.9 $ 23.0 EBITDA (1) $ 36.4 $ 34.4 Selected items impacting comparability (2) $ (1.6) $ 4.2 Adjusted EBITDA (1) $ 34.8 $ 38.6 Crude Volumes Cushing RRMS Leased Storage Transportation mbbls bpd 4Q2010 4,450 35,700 1Q2011 4,450 27,200 2Q2011 4,450 30,900 3Q2011 4,800 32,100 4Q2011 4,800 37,500 (1) Non-GAAP reconciliations are included in Appendix (2) Selected items impacting comparability are included in Appendix Transportation Volumes (1) (Thousands Barrels per Day) Q 1 Q 2 Q 3 Q 4 Q (1) Volumes include revenue barrels (2) Percent change 4Q 2011 over 4Q /8/

16 Cushing Storage Millions Cushing Storage Contracts (1) 7 million barrels of capacity Crude Storage (millions) 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q Cushing Capacity Leased % 98% 98% 94% 95% 95% 95% 95% 95% Cushing Leased Other Leased Total Leased Storage Cushing Contracts Uncontracted Capacity Cushing Storage Capacity (Million Barrels) Q 1Q 2Q 3Q 4Q 1Q E 2Q E (1) 100% of storage contract volumes are included in year of expiration 3/8/

17 Rose Rock Midstream Capitalization & Liquidity Capitalization (dollars in millions) December 31, 2011 Total Debt $ 0.1 Owner s Equity Total Book Capitalization $ Credit Metrics Debt/Capitalization Debt/Adjusted EBITDA N/M N/M Committed Liquidity Cash and cash equivalents $ 9.7 Revolver availability Rose Rock Midstream (1) Total Liquidity $ (1) Revolver availability reduced by outstanding letters of credit 3/8/

18 Rose Rock Midstream 2012 Capex 2012 Capital Expenditures - $37 million $2 6% $2 5% $33 89% Growth Maintenance Environmental Estimated Completion Date Normalized Annual EBITDA (USD $ Millions) Description 2012 Capex 2013 Capex Complete 1.95MM Bbls Tank Expansion 1H 2012 $ 7 $ - $ x New 20" Pipeline in Cushing x Six (6) additional unloading bays in Platteville 4Q x EBITDA Multiple Other/Undesignated Growth Projects (1) varies x Maintenance, Refurbishment & Regulatory varies 4 4 $ 37 $ 15 $ x (1) Includes numerous smaller projects as well as a few larger projects not specified above 3/8/

19 Rose Rock Midstream 2012 Adjusted EBITDA Guidance (dollars in millions, unaudited) Low High Net income $ 17.8 $ 19.8 Add: Interest expense Add: Depreciation and amortization Adjusted EBITDA $ 33.0 $ 35.0 Consistent with projections outlined in prospectus dated December 8, 2011 Upper-end of guidance includes early completion of Cushing storage expansion 3/8/

20 White Cliffs Pipeline White Cliffs Pipeline 51% ownership and operator 527 miles, 70,000+ bpd capacity transportation White Cliffs Pipeline 20,000 bpd take or pay Platteville, CO 10,000 bpd leased volume Healy, KS DJ Basin/Niobrara Location: Kansas, Colorado, Nebraska and Wyoming Acreage: 60,000+ square miles Production: 95,000 bpd oil/condensate Active Players: Noble Anadarko EOG Bill Barrett Corp RKI Exploration Key Information: Connection to Cushing via White Cliffs Pipeline Net resource potential of 500 million to 1.5 billion BOE White Cliffs Pipeline Volumes (Thousand Barrels per Day) Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q Healy White Cliffs Pipeline Volumes 3/8/ Source: Company filings and other public information

21 White Cliffs Pipeline, L.L.C. Summarized Income Statement Information (100% White Cliffs - not adjusted for net ownership interest) Three Months Ended Year Ended December 31, December 31, (dollars in thousands, unaudited) Revenue $ 18,219 $ 13,619 $ 66,097 $ 52,516 Operating, general and administrative expenses 2,717 3,294 12,746 15,076 Depreciation and amortization expense 5,220 5,680 20,842 22,888 Net income 10,282 4,645 32,509 14,552 Add: Depreciation and amortization expense 5,220 5,680 20,842 22,888 EBITDA 15,502 10,325 53,351 37,440 Add: Allocated Overhead ,218 3,600 EBITDA before Allocated Overhead 16,333 11,192 56,569 41,040 EBITDA before Allocated Overhead - 51% 8,330 5,708 28,850 20,930 Less: Allocated Overhead ,218 3,600 SemCrude's 51% of White Cliffs EBITDA $ 7,499 $ 4,841 $ 25,632 $ 17,330 For the year ended December 31, 2010, White Cliffs Pipeline contributed $31.9 million of Adjusted EBITDA During 2010, SemGroup owned 99% of White Cliffs Pipeline 1Q through 3Q and 51% 4Q During 2011, SemGroup owned 51% of White Cliffs Pipeline 3/8/

22 Natural Gas & Natural Gas Liquids

23 SemGas Business Overview Natural gas gathering and processing services 800 miles of gathering lines Three processing plants 78 mmcf/d of capacity 4Q 2011 average utilization 72% Mississippi Zone Play Location: Northern Oklahoma and southern Kansas Key Producers: Eagle Energy Approximately 75,000 acres leased Sandridge 20 rigs, 209 horizontal wells, approx 2 million net acres and 59% of 2012 E&P capex Chesapeake 85% of its 2012 total net operated drilling capex invested in liquids-rich plays Other producers include Devon and Shell Key Information: Estimated undiscovered oil of 16 million barrels MMCF/d Processing & Gathering Volumes by Location Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q N. Oklahoma Sherman Eufaula Kansas Source: Company filings and other public information 3/8/

24 SemGas Northern Oklahoma Gas Processing Capacity up 77% versus 4Q 2010 New cryo 35 mmcf/day unit at Hopeton Plant Debottlenecking of Nash plant resulting in five mmcf/d additional capacity Completed interconnection between Hopeton and Nash 1Q 2012 Additional 20 mmcf/d cryo plant at the Nash facility 3Q 2012 Negotiating new processing agreements Anticipate utilization at full capacity - 1Q 2012 Combination Percent of Proceeds, Percent of Index and Fixed Fee contracts Contracted for new 60 mmcf/d processing plant Operational 1Q 2013 Located next to Hopeton facility dedicated to Mississippi Zone volumes Monitoring producer expansion into Kansas Processing: System Current Capacity (MMCF/d) End of 2012 Expected Capacity (MMCF/d) Northern Oklahoma (Nash & Hopeton) Sherman Gathering: Eufaula Kansas 8 8 Total /8/ MMCF/d Q Q 2011 Northern Oklahoma Processing Capacity Q Q Q Q 2012 E 2Q 2012 E 75 3Q 2012 E 135 4Q 2012 E

25 SemGas Liquids Upgrade Liquids Stream Breakdown 2% 15% 10% 31% 42% Ethane Propane Butane Pentane Methane/CO2 Gas & Liquids Value $5.84/mcf Liquids Upgrade (1) $ mcf Gas Wellhead Btu content 1,152,000 (2.81 GPM ) (3) Wellhead Gas Value (4) $4.00 Gas & Liquids Value $6.15/mcf Liquids Upgrade (2) $ mcf Gas Wellhead Btu content 1,220,000 (1.87 GPM ) (3) Wellhead Gas Value (4) $4.26 Note: (1) 4Q average assumes $1.03/gallon natural gas liquids price, includes location differential (2) 4Q average assumes $1.48/gallon natural gas liquids price, includes location differential (3) Recovered gallons per mcf (4) 4Q average assumes $3.55/mmbtu NYMEX gas price, includes location differential 3/8/2012 Northern Oklahoma (Hopeton/Nash) Sherman, Texas 25

26 SemGas Contracts SemGas Contract Breakdown 9% 9% 82% POP POI Gathering/Fee 120% 100% 80% 60% 40% 20% 0% 80% 20% Northern Oklahoma Contract Comparison 48% 52% 31% 69% 98% Sherman Kansas Eufaula Long-Term Evergreen 2% Northern Oklahoma System and Sherman operate on POP/POI contracts Kansas and Eufaula have gathering/fee-based contracts 3/8/

27 SemCAMS Business Overview Two sour and two sweet natural gas processing plants Current operational capacity- 654 million cubic feet per day 4Q 2011 average utilization - 68% of operational capacity 600 miles of transport and gathering lines 2012 new well tie-ins exceed recent historical levels Montney Wapiti Sweetening Plant In discussions with producers to construct a new regional plant Completed feasibility engineering to define costs and scope Pursuing producer support for further engineering Could be on-stream by Q Montney - Emerging liquids-rich gas play Location: Wapiti and Kaybob region, Alberta, Canada Key Producers: Sinopec Daylight, NuVista, Encana, Celtic, Delphi, Trilogy Duvernay Location: Key Producers: Kaybob region, Alberta, Canada Yoho, Celtic, Talisman, Chevron, Encana, Athabasca Oil Sands, Shell, Trilogy, Husky Average Plant Utilization (Percent Utilization) Q 2 Q 3 Q 4 Q 1 Q 2Q 3Q 4Q Source: Company filings and other public information (1) Percent change full year 2011 over full year /8/

28 Equity Interest in NGL Energy Partners LP Completed NGL Energy Partners LP transaction on November 1, million common units in NGL Energy Partners $1.40 current annual distribution Forbearance on 3.93 million units first three quarters distributions 7.5% interest in General Partner and incentive distribution rights $93 million in cash for working capital, which was subsequently reduced by a $2.1 million working capital adjustment Strategic transaction that unlocks value, provides stable cash flows and creates valuation transparency Diversification of cash flows with balanced business mix Enhanced growth outlook and competitive position in marketplace Operational synergies; = 3 Value transparency; units x price per unit Significant financial accretion (cash flow, credit and growth) Significant accretion on a cash flow basis Decreased trade credit requirements; reduced working capital requirements Growth platform: Leveraged to MLP structure through ownership of GP interest and incentive distribution rights Replaces seasonal cash flow with stable, consistent quarterly distributions 3/8/

29 Products

30 SemLogistics Business Overview Largest independent petroleum products storage facility in U.K. 8.7 million barrels of above ground storage Approval to build nine new tanks; 1.5 million barrels of storage (on hold) Two deep water jetties Ability for build-bulk, break-bulk, storage, blending and water processing/treatment 67% of tanks are multi-product or dual purpose 100% fixed fee Gross Margin Customers structural, traders and compulsory strategic storage Operating Area Receive product from the Middle East and Europe and deliver to Europe, West Africa and the United States Average Storage Utilization* (Percent Utilization) Q 2 Q 3 Q 4 Q 1 Q 2Q 3Q 4Q /8/

31 SemLogistics Storage Market Update Continued high prompt prices and backwardated market curves are keeping customers on sidelines Geopolitical volatility in the Middle East creating significant market uncertainty Contract expiration/renewal risk concentrated on 2011 expirations Most customers opted to not renew or shifted to shorter-term/rolling contracts Utilization hit low of 42% in 3Q Q 2011 utilization averaged 48% $44.7 million impairment of goodwill recorded in 4Q outlook remains uncertain $22.00 $19.00 $16.00 $13.00 $10.00 $7.00 $4.00 $1.00 ($2.00) ($5.00) ($8.00) ($11.00) BRENT Forward Spread Curve ThreeMonth SixMonth TwelveMonth EighteenMonth Markets have been backwardated since 4Q 2010 Over past six years, markets have only been backwardated one other time; July 2007 through April 2008 Source: Bloomberg - ICE s Futures Contract settlements Backwardation Contango 3/8/

32 SemMaterials México Business Overview Provide asphalt products and services 14 in-country terminals Importing product to diversify suppliers Short Tons Sold (Thousands) Q 2 Q 3 Q 4 Q 1 Q 2Q 3Q 4 Q (1) Percent change full year 2011 over full year /8/

33 Delivered As Promised Built a foundation for growth Migrated to fee-based business model SemStream asset contribution to NGL Energy Partners Strengthened balance sheet Refinancing Rose Rock Midstream Initial Public Offering Leveraged existing growth platforms Cushing White Cliffs Mississippi Zone Operated safely 2/29/

34 Appendix

35 SemGroup Non-GAAP Financial Data Reconciliations Net income (loss) to earnings before interest, taxes, depreciation and amortization ("EBITDA") and excluding selected items impacting comparability ("Adjusted EBITDA") reconciliations (dollars in thousands, unaudited) Three Months Ended December 31, Year Ended December 31, Net income (loss) attributable to SemGroup Corporation $ 305 $ (4,927) $ 2,377 $ (132,297) Add: Interest expense 10,819 19,624 60,208 86,133 Add: Income tax expense (benefit) (5,618) (5,951) (2,416) (6,223) Add: Depreciation and amortization expense 11,633 12,732 51,189 70,882 EBITDA 17,139 21, ,358 18,495 Selected items impacting comparability 14,710 22,330 4, ,304 Adjusted EBITDA $ 31,849 $ 43,808 $ 116,098 $ 152,799 3/8/

36 SemGroup Selected Items Impacting Comparability (dollars in thousands, unaudited) Three Months Ended December 31, Year Ended December 31, Loss (gain) on disposal or impairment of long-lived assets $ 9,634 $ 8,469 $ 9,497 $ 105,050 Loss (income) from discontinued operations 7 (710) 10 (2,434) Foreign currency transaction (gain) loss (20) 1,343 (3,450) 2,899 Employee severance expense - 1,558 4,374 1,558 Impact of change in basis of NGL inventory in fresh-start reporting ,821 Unrealized (gain) loss on derivative activities (4,720) 4,322 (14,114) (13,340) Change in fair value of warrants 3,246 3,203 (5,012) 283 Reversal of allowance on goods and services tax receivable - - (4,144) - Depreciation and amortization included within equity earnings of White Cliffs 2,663 2,897 10,630 2,897 Defense costs 1,000-1,000 - Allowance on (recovery of) receivable from AGE Refining (1,792) (300) (2,692) 3,340 Restricted stock expense 4,692 1,548 8,641 6,230 Selected items impacting comparability $ 14,710 $ 22,330 $ 4,740 $ 134,304 Note: Not included among the selected items impacting comparability in the table above are lower of cost or market adjustments to inventories of $0 and $0.1 million during the three months ended December 31, 2011 and 2010, respectively, and $3.1 million and $11.0 million during the twelve months ended December 31, 2011 and 2010, respectively. 3/8/

37 Rose Rock Midstream Non-GAAP Financial Data Reconciliations (dollars in thousands, unaudited) Three Months Ended Year Ended December 31, December 31, Net income $ 6,828 $ 10,284 $ 23,235 $ 23,477 Add: Interest expense , Add: Depreciation expense 2,874 2,650 11,379 10,435 EBITDA 10,120 13,190 36,437 34,394 Selected items impacting comparability (417) 979 (1,639) 4,170 Adjusted EBITDA $ 9,703 $ 14,169 $ 34,798 $ 38,564 Selected Items Impacting Comparability (dollars in thousands, unaudited) Three Months Ended Year Ended December 31, December 31, Loss on disposal or impairment of long-lived assets $ 52 $ 21 $ 64 $ 67 Unrealized (gain) loss on derivative activities (453) 1,258 (787) 763 Provision for (recovery of) uncollectible accounts receivable (16) (300) (916) 3,340 Selected items impacting comparability $ (417) $ 979 $ (1,639) $ 4,170

38 Rose Rock Midstream Distributable Cash Flow (dollars in thousands, unaudited) Three Months Ended December Net income $ 6,828 Add: Interest expense 418 Add: Depreciation and amortization expense 2,874 EBITDA 10,120 Add: Loss on disposal or impairment of long-lived assets 52 Add: Unrealized (gain) loss on derivative activities (453) Add: Provision for (recovery of) uncollectible accounts receivable (16) Adjusted EBITDA $ 9,703 Less: Cash interest expense 388 Less: Maintenance capital expenditures 575 Distributable cash flow $ 8,740 Distributable cash flow attributable to period subsequent to initial public offering (1) $ 1,313 Cash distribution (2) $ 1,147 Distribution coverage ratio 1.1 x (1) Represents distributable cash flow for December 2011 pro-rated for the 17 days following the IPO (2) The distribution declared for the fourth quarter of 2011 represents the minimum quarterly distribution of $ per unit per our partnership agreement pro-rated for the post-ipo period to $ per unit.

39 Crude Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ 12,950 $ 29,449 $ 38,806 $ 13,761 Add: Interest expense 230 (12,305) 3,749 15,384 Add: Depreciation and amortization expense 2,874 2,650 11,379 27,643 EBITDA 16,054 19,794 53,934 56,788 Selected items impacting comparability 742 3,606 8,293 14,810 Adjusted EBITDA $ 16,796 $ 23,400 $ 62,227 $ 71,598 Corporate overhead re-allocation adjustment $ - $ (4,478) $ - $ - Adjusted EBITDA - Normalized $ 16,796 $ 18,922 $ 62,227 $ 71,598 (1) Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ 52 $ 21 $ 64 $ 6,895 Unrealized (gain)/loss on derivative activities (453) 1,258 (787) 763 Depreciation and amortization included within equity in earnings of White Cliffs 2,663 2,897 10,630 2,897 Allowance on (recovery of) receivable from AGE Refining (1,792) (300) (2,692) 3,340 Restricted stock expense 272 (270) 1, Selected items impacting comparability $ 742 $ 3,606 $ 8,293 $ 14,810 (1) On a comparative basis, Crude segment Adjusted EBITDA for 2010 was $57.0 million when normalized for SemGroup s 51% ownership of White Cliffs Pipeline for the 12 months ended December 31,2010 Note: Not included among the selected items impacting comparability in the table above are lower of cost or market adjustments to inventories of $0 and $0.1 million during the three months ended December 31, 2011 and 2010, respectively, and $0.3 million and $1.7 million during the 12 months ended December 31, 2011 and 2010, respectively. 3/8/

40 SemGas Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ 1,136 $ 6,620 $ 6,308 $ 5,087 Add: Interest expense 511 (2,037) 2,346 2,254 Add: Income tax expense (benefit) Add: Depreciation and amortization expense 1,576 1,418 5,986 5,480 EBITDA 3,223 6,001 14,640 12,821 Selected items impacting comparability 109 (116) Adjusted EBITDA $ 3,332 $ 5,885 $ 15,092 $ 13,215 5, , Corporate overhead re-allocation adjustment $ - $ (1,742) $ - $ - Adjusted EBITDA - Normalized $ 3,332 $ 4,143 $ 15,092 $ 13,215 Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ - $ 31 $ 4 $ 12 Restricted stock expense 109 (147) Selected items impacting comparability $ 109 $ (116) $ 452 $ 394 3/8/

41 SemCAMS Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ (1,111) $ 2,064 $ 2,868 $ (5,480) Add: Interest expense 5,295 6,127 24,685 25,108 Add: Income tax expense (benefit) 292 (1,513) Add: Depreciation and amortization expense 2,487 2,485 10,233 9,556 EBITDA 6,963 9,163 38,338 30,070 Selected items impacting comparability (2,296) 1,555 Adjusted EBITDA $ 7,133 $ 9,722 $ 36,042 $ 31,625 Corporate overhead re-allocation adjustment $ - $ (1,593) $ - $ - Adjusted EBITDA - Normalized $ 7,133 $ 8,129 $ 36,042 $ 31,625 Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ (8) $ - $ (8) $ (14) Foreign currency transaction (gain) loss (2,674) 609 Employee severance expense - - 3,855 - Reversal of allowance on goods and services tax receivable - - (4,144) - Restricted stock expense 177 (86) Selected items impacting comparability $ 170 $ 559 $ (2,296) $ 1,555 3/8/

42 SemLogistics Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ (44,363) $ 3,514 $ (41,440) $ 10,361 Add: Interest expense 276 2,046 1,005 3,998 Add: Income tax expense (benefit) (951) (657) (3,331) 2,244 Add: Depreciation and amortization expense 2,328 1,965 9,271 7,881 EBITDA (42,710) 6,868 (34,495) 24,484 Selected items impacting comparability 44, , Adjusted EBITDA $ 2,095 $ 7,157 $ 10,788 $ 25,226 7,047 2,054 7,047 2,054 Corporate overhead re-allocation adjustment $ - $ (45) $ - $ - Adjusted EBITDA - Normalized $ 2,095 $ 7,112 $ 10,788 $ 25,226 Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ 44,663 $ - $ 44,663 $ - Loss (income) from discontinued operations (2) Foreign currency transaction (gain) loss (15) Employee severance expense Restricted stock expense Selected items impacting comparability $ 44,805 $ 289 $ 45,283 $ 742 3/8/

43 SemMaterials México Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ 2,000 $ (6,585) $ 2,430 $ (10,079) Add: Interest expense Add: Income tax expense (benefit) (792) (680) Add: Depreciation and amortization expense 1,590 1,579 6,502 6,183 EBITDA 2,931 (5,686) 9,926 (3,624) Selected items impacting comparability 138 8, ,895 Adjusted EBITDA $ 3,069 $ 3,104 $ 9,983 $ 5,271 2,989 (551) 2,989 (551) Corporate overhead re-allocation adjustment $ - $ 4 $ - $ - Adjusted EBITDA - Normalized $ 3,069 $ 3,108 $ 9,983 $ 5,271 Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ (14) $ 8,863 $ (200) $ 8,837 Foreign currency transaction (gain) loss 76 (46) 18 (100) Restricted stock expense 76 (27) Selected items impacting comparability $ 138 $ 8,790 $ 57 $ 8,895 3/8/

44 SemStream Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ 39,634 $ 2,762 $ 16,752 $ (10,501) Add: Interest expense 679 5,301 17,222 15,496 Add: Income tax expense (benefit) Add: Depreciation and amortization expense 165 1,690 4,867 6,764 EBITDA 40,478 9,753 38,841 11,759 Selected items impacting comparability (40,721) 3,032 (48,961) 14,266 Adjusted EBITDA $ (243) $ 12,785 $ (10,120) $ 26,025 40,272 (7,250) 40,272 (7,250) Corporate overhead re-allocation adjustment $ - $ (2,904) $ - $ - Adjusted EBITDA - Normalized $ (243) $ 9,881 $ (10,120) $ 26,025 Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ (36,664) $ - $ (36,625) $ (35) Foreign currency transaction (gain) loss Impact of change in basis of NGL inventory in fresh-start reporting ,821 Unrealized (gain)/loss on derivative activities (4,267) 3,041 (13,247) (14,192) Restricted stock expense 202 (9) Selected items impacting comparability $ (40,721) $ 3,032 $ (48,961) $ 14,266 Note: Not included among the selected items impacting comparability in the table above are lower of cost or market adjustments to inventories of $0 and $0 during the three months ended December 31, 2011 and 2010, respectively, and $2.7 million and $9.3 million during the 12 months ended December 31, 2011 and 2010, respectively. 3/8/

45 SemGroup Corporate & Other Adjusted EBITDA Calculation (dollars in thousands, unaudited) Three Months Ended December 31 Year Ended December Net income (loss) attributable to SemGroup Corporation $ (9,941) $ (42,751) $ (23,347) $ (135,446) Add: Interest expense 3,695 20,492 10,836 23,880 Add: Income tax expense (benefit) (4,167) (3,101) (266) (9,612) Add: Depreciation and amortization ,951 7,375 EBITDA (9,800) (24,415) (9,826) (113,803) Selected items impacting comparability 9,467 6,171 1,912 93,642 Adjusted EBITDA $ (333) $ (18,244) $ (7,914) $ (20,161) Corporate overhead re-allocation adjustment $ - $ 10,758 $ - $ - Adjusted EBITDA - Normalized $ (333) $ (7,486) $ (7,914) $ (20,161) Selected Items Impacting Comparability Loss (gain) on disposal or impairment of long-lived assets $ 1,605 $ (446) $ 1,599 $ 89,355 Loss (income) from discontinued operations 9 (910) (20) (2,717) Foreign currency transaction (gain) loss (153) 720 (921) 2,405 Employee severance expense - 1, ,558 Unrealized (gain)/loss on derivative activities - 23 (80) 89 Change in fair value of warrants 3,246 3,203 (5,012) 283 Defense costs 1,000-1,000 - Restricted stock expense 3,760 2,023 4,958 2,669 Selected items impacting comparability $ 9,467 $ 6,171 $ 1,912 $ 93,642 3/8/

46 Rose Rock Midstream Non-GAAP Financial Data Reconciliations (dollars in thousands, unaudited) Reconciliation of operating income to adjusted gross margin: Operating income $ 7,251 $ 9,619 $ 24,861 $ 22,974 Add: Three Months Ended Year Ended December 31, December 31, Unrealized (gain) loss on derivatives (453) 1,258 (787) 763 Operating 5,278 4,372 18,973 20,398 General and administrative 3,336 1,738 9,843 7,660 Depreciation and amortization 2,874 2,650 11,379 10,435 Adjusted gross margin $ 18,286 $ 19,637 $ 64,269 $ 62,230 Reconciliation of net income to adjusted EBITDA Net income $ 6,828 $ 10,284 $ 23,235 $ 23,477 Add: Interest expense , Depreciation and amortization 2,874 2,650 11,379 10,435 Unrealized (gain) loss on derivatives (453) 1,258 (787) 763 (Gain) loss on impairment or sale of assets Provision for (recovery of) uncollectible accounts receivable (16) (300) (916) 3,340 Adjusted EBITDA $ 9,703 $ 14,169 $ 34,798 $ 38,564 Reconciliation of net cash provided by operating activities to adjusted EBITDA Net cash provided by operating activities $ 1,782 $ (3,371) $ 49,419 $ 31,492 Less: Changes in assets and liabilities, net of acquisitions and deconsolidated subsidiaries (7,503) (17,284) 16,444 (6,590) Add: Interest expense , Adjusted EBITDA $ 9,703 $ 14,169 $ 34,798 $ 38,564 3/8/