INFRASTRUCTURE 8 LOGISTICS 10 WHOLESALE 10

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2 Contents BUSINESS OVERVIEW 2 SELECTED FINANCIAL INFORMATION REVIEW 3 PROJECT DEVELOPMENTS, ACQUISITIONS AND MARKET OUTLOOK 5 RESULTS OF CONTINUING OPERATIONS 7 INFRASTRUCTURE 8 LOGISTICS 10 WHOLESALE 10 EXPENSES 12 RESULTS OF DISCONTINUED OPERATIONS 15 SUMMARY OF QUARTERLY RESULTS 19 LIQUIDITY AND CAPITAL RESOURCES 22 Liquidity Sources 22 Capital expenditures and acquisitions 24 Capital structure 25 Dividends 26 Distributable cash flow 26 Contractual obligations and contingencies 29 OFF-BALANCE SHEET ARRANGEMENTS 29 OUTSTANDING SHARE DATA 29 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 29 ACCOUNTING POLICIES 31 DISCLOSURE CONTROLS & PROCEDURES 33 RISK FACTORS 34 FORWARD-LOOKING INFORMATION 34 NON-GAAP FINANCIAL MEASURES 35 Gibson Energy Inc. 1 Q Management s Discussion and Analysis

3 The following Management s Discussion and Analysis ( MD&A ) was prepared and approved by the Board of Directors (the Board ) of Gibson Energy Inc. ( we, our, us, its, Gibson Energy, Gibson or the Company ) as of November 6, 2018 and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Gibson Energy for the three and nine months ended, 2018 and 2017, the audited consolidated financial statements and related notes for the years ended December 31, 2017 and 2016, which were prepared under International Financial Reporting Standards ( IFRS ) as set out in the Handbook of the Canadian Institute of Chartered Professional Accountants and as issued by the International Accounting Standards Board ( IASB ), also referred to as GAAP, and the MD&A for the year ended December 31, The unaudited condensed consolidated financial statements referred to above include all adjustments of a normal recurring nature necessary for the fair statement of the Company s financial position as of, 2018, its results of operations for the three and nine months ended, 2018 and 2017, and its cash flows for the three and nine months ended, 2018 and The unaudited condensed consolidated financial statements do not include all the annual disclosures required by IFRS and should be read in conjunction with the annual audited consolidated financial statements and related notes for the fiscal year ending December 31, Certain reclassifications of prior year amounts have been made to conform to the current year presentation and current information presented are not comparable due to the adoption of new IFRS and the presentation of continuing operations separately from discontinued operations as discussed in note 3 and note 4 of our Q unaudited condensed consolidated financial statements. The results for the interim periods are not necessarily indicative of the results to be expected for any future period or for the fiscal year ending December 31, Amounts are stated in Canadian dollars in thousands unless otherwise noted. Additional information about Gibson Energy, is available on SEDAR at and on our website at This MD&A contains forward-looking statements and non-gaap measures and readers are cautioned that this MD&A should be read in conjunction with the Company s disclosure under Forward-Looking Statements and Non-GAAP Financial Measures included at the end of this MD&A. BUSINESS OVERVIEW Gibson is a Canadian-based oil infrastructure company with its principal businesses consisting of the storage, optimization, processing, and gathering of crude oil and refined products. Headquartered in Calgary, Alberta, the Company s operations are focused around its core terminal assets located at Hardisty and Edmonton, Alberta, and also include the Moose Jaw Facility and an infrastructure position in the United States (U.S.). SELECTED FINANCIAL INFORMATION Continuing operations Revenue 1, 4... $ 2,130,022 $ 1,293,863 $ 5,531,984 $ 4,009,201 Segment profit ,227 51, , ,371 Net income (loss) ,822 (5,410) 33,849 (10,475) Basic income (loss) per share (0.04) 0.24 (0.07) Diluted income (loss) per share (0.04) 0.23 (0.07) Adjusted EBITDA 3, ,448 42, , ,726 Distributable cash flow 3,4, ,015 30, , ,516 Dividends declared... 47,588 47, , ,213 Cash flow from operating activities ,239 (9,497) 265, ,901 Growth capital expenditures 4... $ 63,702 $ 46,618 $ 139,453 $ 94,893 Combined operations 2 Combined Adjusted EBITDA 2, 3,4... $ 146,625 $ 55,708 $ 349,604 $ 209,001 Distributable cash flow 3,4,6... $ 85,155 $ 38,949 $ 198,394 $ 106,918 Gibson Energy Inc. 2 Q Management s Discussion and Analysis

4 Last twelve months - as at, Ratios 5 Total and senior debt leverage ratio Interest coverage ratio The current period results include the impacts from the adoption of new accounting standards as discussed on page 32. Comparative information has not been restated and, therefore, may not be comparable. 2 See definition of non-gaap measures on pages 19 to 22 and 35. Combined Adjusted EBITDA and Combined distributable cash flow, represents the aggregated results of both continuing and discontinued operations. 3 See pages 20 to 21 and 27 to 28 for a reconciliation of Adjusted EBITDA to segment profit and distributable cash flow to cash flow from operations, respectively. 4 Comparative period information has been represented to reflect the impact of discontinued operations. 5 Refer to page 26 and 32 for more information on the ratio calculation and impact of new accounting standards on covenant calculations. 6 The distributable cash flow calculation was revised during Q and comparative information has been restated, refer to pages 27 for details REVIEW Financial highlights o Segment profit for the Infrastructure segment increased by $14 million and $32 million to $76 million and $212 million, for the three and nine months ended, 2018 compared to $62 million and $180 million, for the three and nine months ended, 2017 due to additional tankage entering service at the beginning of 2018 under take-or-pay, stable fee-based contracts. o Segment profit for the Wholesale segment increased by $79 million and $118 million to $68 million and $130 million, for the three and nine months ended, 2018 compared to a loss of $10 million and profit of $12 million, for the three and nine months ended, 2017 due to higher margins earned from crude marketing and the refined product businesses, and the impact of the adoption of IFRS 16 Leases ( IFRS 16 ) as noted in the Accounting Policies section. o Segment profit from continuing operations increased to $142 million and $334 million for the three and nine months ended, 2018 compared to $51 million and $190 million for the three and nine months ended September 30, 2017 driven by stronger performance from Infrastructure, Wholesale, and the impact of the adoption of IFRS 16 Leases ( IFRS 16 ) as noted in the Accounting Policies section. o Distributable cash flow from combined operations increased to $85 million and $198 million for the three and nine months ended, 2018, compared to $39 million and $107 million for the three and nine months ended September 30, o Distributable cash flow from combined operations during the trailing twelve months of $272 million resulted in a payout ratio of approximately 70%. As at, 2018, the total and senior debt leverage ratio was 2.9. o Adjusted EBITDA from continuing operations increased to $140 million and $323 million for the three and nine months ended, 2018 compared to $43 million and $161 million for the three and nine months ended, 2017 due to higher segment profits from the Infrastructure and Wholesale business segments and the impact from the adoption of IFRS 16 as noted in the Accounting Policies section. o Net income from continuing operations increased by $12 million and by $44 million for the three and nine months ended, 2018 compared to the three and nine months ended, o In the third quarter of 2018, the Company declared a dividend of $0.33 per common share. Total dividends declared for the three and nine months ended, 2018 were $48 million and $143 million, respectively. Gibson Energy Inc. 3 Q Management s Discussion and Analysis

5 Capital expenditure highlights o During the three and nine months ended, 2018, the Company incurred total growth capital expenditures of $64 million and $139 million on construction of new tanks and related infrastructure at the Hardisty and Edmonton Terminals, and the Viking Pipeline project ( Viking Pipeline ). o On January 3, 2018 the Company placed into service a total of 800,000 barrels of crude oil storage tank capacity and related pipeline connection infrastructure at the Edmonton Terminal. o On February 21, 2018, the Company announced the sanction of the $50 million Viking Pipeline. o On August 8, 2018, the Company announced an additional $200 to $250 million of growth capital opportunities, consisting of the following: Sanction of one million barrels of new tankage at the Hardisty Terminal related to the second phase of development at the Top of the Hill portion of the Hardisty Terminal; The expansion of the Moose Jaw Facility; and The acceleration of the U.S. strategy through investments made in and around its existing Pyote gathering system. Disposition of non-core businesses o On January 30, 2018, the Company announced its new corporate strategy and plans for the sale of its non-core businesses, including NGL Wholesale, Canadian Truck Transportation, non-core Canadian Environmental Services and non-core U.S. Injection Stations and Truck Transportation assets. On May 3, 2018, the Company completed the sale of its U.S. Environmental Services business for gross proceeds of $123 million (US$96 million). The Company classified its Canadian Truck Transportation assets as held for sale and discontinued operations during the third quarter of 2018 and continues with a target of concluding the non-core divestiture process by mid Aggregate proceeds from the sale of non-core businesses have been and are expected to be reinvested into the core infrastructure business through funding future growth capital expenditures. Capital Structure o On April 11, 2018 the Company extended the maturity date of its unsecured revolving credit facility ( Revolving Credit Facility ) from March 2022 to March 2023, and among other revisions, the maximum consolidated senior debt leverage ratio and the maximum consolidated total debt leverage ratio were revised to 4.85 to 1.0 until the end of the 2018 fiscal year, 4.50 to 1.0 for the 2019 fiscal year and 4.0 to 1.0 thereafter. o On August 30, 2018 S&P Global ratings raised its long-term issuer credit and senior unsecured debt ratings on the Company to BB+ from BB. Accounting standards o As disclosed in note 3 of the Q condensed consolidated financial statements, the Company has adopted certain new accounting standards as at January 1, These standards have been applied retrospectively using the modified retrospective approach, which does not require restatement of prior period financial information and applies the standard prospectively effective January 1, Accordingly, comparative information, including non-gaap measures, included herein are not restated for the impact of these standards. Where the impact was material, the amounts have been quantified for comparative analysis purposes in the respective sections of this document. Refer to Accounting Policies section for further details. SUBSEQUENT EVENTS Dividend o On November 6, 2018, the Board declared a quarterly dividend of $0.33 per common share for the fourth quarter on its outstanding common shares. The dividend is payable on January 17, 2019 to shareholders of record at the close of business on December 31, Gibson Energy Inc. 4 Q Management s Discussion and Analysis

6 Growth Capital Update o On October 15, 2018, the Company announced the sanction of one million barrels of new tankage at the Hardisty Terminal, underpinned by a long-term agreement with an investment grade, senior oil sands customer. Accordingly, the Company has increased its 2018 growth capital expenditure budget to be in the range of $275 million to $325 million with the additional capital spending during the current year from the sanction of the third phase of development at the Top of the Hill portion of the Hardisty Terminal. PROJECT DEVELOPMENTS AND MARKET OUTLOOK Major growth projects The Company continues to progress on its major growth projects within its Infrastructure segment, including the construction of 3.1 million barrels of tankage at Hardisty and the Viking Pipeline. All major projects are expected to be completed within or ahead of initial timelines. The following represents key activities with respect to major growth projects over 2018: o On January 3, 2018, the Company placed into service the 800,000 barrels of crude oil storage tanks and related pipeline connection infrastructure at the Edmonton Terminal. o On February 21, 2018, the Company announced the sanction of the $50 million Viking Pipeline. Consistent with Gibson s intention to expand its pipeline gathering network by leveraging existing storage, optimization capabilities and access to egress pipelines at its Hardisty Terminal, the Viking Pipeline will extend the reach of the existing Provost Pipeline to support development by several regional producers. The 120-km pipeline will have an initial capacity of 13,300 bbl/d, with the potential to expand to an estimated 25,000 bbl/d in the future. The Viking Pipeline is expected to be in service in Q and is underpinned by shippers through take-or-pay commitments with an area of dedication. o On August 8, 2018, the Company secured an additional $200 to $250 million of growth capital opportunities, consisting of the sanction of one million barrels of new tankage at the Hardisty Terminal expected to be placed in service in the fourth quarter of 2019, the acceleration of the U.S. strategy through the extension of the Pyote gathering system and the expansion of the Moose Jaw Facility. o On October 15, 2018, the Company announced the sanction of one million barrels of new tankage at the Hardisty Terminal, underpinned by a long-term agreement with an investment grade, senior oil sands customer. The construction of two new 500,000 barrel tanks represents the third phase of development at the Top of the Hill portion of the Hardisty Terminal, and will leverage certain infrastructure built as part of the prior phases. The third phase is expected to be in service in the first quarter of In aggregate the three phases currently under construction will add seven new tanks, representing an incremental 3.1 million barrels of storage and approximately 35% expansion of the Hardisty Terminal. In addition to the projects discussed, the Company continues to make progress with commercial development opportunities at both Hardisty and Edmonton including the previously announced sanction of construction of the 1.1 million barrels of crude oil storage capacity and related pipeline connection infrastructure at the Company's Hardisty Terminal, expected to be placed in service in the first quarter of The success of these projects will enable us to add additional storage and connection infrastructure for the Company s customers. Gibson Energy Inc. 5 Q Management s Discussion and Analysis

7 Market outlook Gibson regularly evaluates its long-range strategic plan in order to assess the implications of emerging industry trends. These industry trends have the ability to affect Gibson s business and prospects over the short-term (generally less than two years) and the medium to long-term (generally two to five years). There are a number of factors that affect customers views of market access over the short and medium term, particularly in the Western Canadian Sedimentary Basin (the WCSB ). These views, in addition to commodity prices, impact capital expenditure programs and ultimately the growth in production that creates a meaningful portion of opportunities at the Hardisty and Edmonton terminals, as well as services that support those assets: o In the short-term, crude oil pricing, location and quality disconnects, combined with the existing shortage of pipeline takeaway capacity from the WCSB, increase demand for terminal services as well as the use of crude by rail as a solution for market access. The Company believes that increased reliance on storage during periods of limited egress, especially during pipeline upsets, may lead customers to consider increasing their available storage. Additionally, wider differentials improve margins at the Moose Jaw Facility, and typically provide increased opportunities within the Crude Wholesale business. o Global heavy oil demand and prices may experience transitory volatility associated with the International Marine Organization s (IMO) Annex VI regulation, which will reduce the maximum sulfur content of marine fuels from 3.5% to 0.5% beginning January 1, To maintain compliance, marine shippers would typically need to either install sulfur scrubbers or switch to lower sulfur fuels such as diesel or LNG. Depending on the implementation and marine shipper compliance to these changes, there may be potential impacts to refinery demand for a period of time, leading to decreased prices for the high sulfur crude oils typical of Canada s oil sands. o Over the medium to long-term, as market access becomes more certain and technology development and cost reductions continue to decrease supply costs, the supply of Canadian heavy crude oil from the oil sands should start to grow more rapidly as additional brownfield and greenfield oil sands projects are sanctioned and brought on stream, resulting in increased demand for terminal services and diluent in the WCSB. o There are currently three large pipeline projects at various stages of development and/or regulatory approval that have the potential to impact the Company over the short, medium and long-term. The wider differentials resulting from limited egress out of Western Canada are supportive of parts of the business over the short-term, but over the long-term, the Company would expect to realize a greater benefit from incremental egress as it would encourage additional oil sands development, creating the opportunity to grow tankage at the Company s Hardisty and Edmonton Terminals, which are either connected or in close proximity to the respective starting points of these pipeline projects. There is a risk that these projects may be substantially delayed or cancelled. Enbridge Inc. s proposed replacement of its Line 3 pipeline would provide increased access to the largest refining markets in the U.S. and Eastern Canada, and the Company s Hardisty Terminal is already connected to deliver to the upgraded Line 3. TransCanada Corporation s Keystone XL project would also provide increased access to large refining markets in the U.S. If placed into service, the Company s Hardisty Terminal would be connected to the pipeline. The Government of Canada s Trans Mountain Expansion project would increase the volume of western Canadian crude reaching the west coast, which offers access to Californian and international markets. The starting point of the pipeline is adjacent to the Company s Edmonton Terminal, which has an existing connection to the Trans Mountain terminal. Recent increases in oil price and improving cost efficiencies have resulted in improved project economics for Gibson s producer customers. These factors have also supported modest increases in capital programs being announced by a number of North American producers, as well as certain companies providing more visibility to the market regarding their intentions to advance both brownfield and greenfield oil sands projects. Price fluctuations between crude oil types can create incremental margin opportunities in multiple areas of the Company s operations. Crude price differentials remain wide and the Company remains attentive to potential opportunities. Gibson Energy Inc. 6 Q Management s Discussion and Analysis

8 RESULTS OF CONTINUING OPERATIONS The Company s senior management evaluates segment performance based on a variety of measures depending on the particular segment being evaluated, including profit, volumes, operating expenses, profit per barrel and replacement capital requirements. The Company defines segment profit as revenues less cost of sales (excluding depreciation, amortization and impairment expense) and operating expenses. Revenues presented by segment in the table below include inter-segment revenue, as this is considered more indicative of the level of each segment s activity. Profit by segments excludes depreciation, amortization, accretion, impairment charges, stock based compensation and corporate expenses, as senior management looks at each period s earnings before corporate expenses and non-cash items, such as depreciation, amortization, accretion, impairment charges and stock based compensation, as one of the Company s important measures of segment performance. The following is a discussion of the Company s segmented results of operations for the three and nine months ended, 2018 and 2017 and the following table sets forth revenue and profit by segment for those periods: Segment revenue Infrastructure... $ 112,234 $ 85,205 $ 296,096 $ 254,211 Logistics... 8,847 17,138 35,369 58,096 Wholesale... 2,206,436 1,318,211 5,776,444 4,103,002 Total segment revenue... 2,327,517 1,420,554 6,107,909 4,415,309 Revenue inter-segmental... (197,495) (126,691) (575,925) (406,108) Total revenue external... 2,130,022 1,293,863 5,531,984 4,009,201 Segment profit Infrastructure... 75,527 61, , ,539 Logistics... (1,678) (475) (7,896) (1,095) Wholesale... 68,378 (10,247) 129,637 11,927 Total segment profit ,227 51, , ,371 General and administrative... 8,285 8,266 23,558 27,041 Depreciation and impairment... 63,425 25, ,895 76,248 Right-of-use asset depreciation... 13,097-32,825 - Amortization and impairment... 2,452 11,670 7,724 20,442 Impairment of goodwill... 18,500-20,479 - Stock based compensation ,385 11,074 14,752 Debt extinguishment costs ,785-63,122 Foreign exchange loss (gain)... (2,542) (8,948) 4,046 (20,670) Net interest expense... 18,792 17,315 56,420 59,740 Income (loss) before income tax... 19,526 (19,223) 59,497 (50,304) Income tax expense (recovery)... 12,704 (13,813) 25,648 (39,829) Net income (loss) from continuing operations... $ 6,822 $ (5,410) $ 33,849 $ (10,475) 1. The current period results include the impacts from the adoption of new accounting standards as discussed on page 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on continuing operations. In addition, Comparative period segment information was represented to reflect the results of continuing operations separately from discontinued operations (see note 4 of the unaudited condensed consolidated financial statements). The exclusion of depreciation, amortization and impairment expense could be viewed as limiting the usefulness of segment profit as a performance measure because it does not take into account, in current periods, the implied reduction in value of the Company s capital assets (such as, tanks, pipelines, plant and equipment, rolling stock and disposal wells) caused by use, aging and wear and tear. Repair and maintenance expenditures that do not extend the useful life, improve the efficiency or expand the operating capacity of the Company s capital assets are charged to operating expense as incurred. The Company s segment analysis involves an element of judgment relating to the allocations between segments. Inter-segment sales, cost of sales and operating expenses are eliminated on consolidation. Transactions between segments and within segments are valued at prevailing market rates. The Company believes that the estimates with respect to these allocations and rates are reasonable. Gibson Energy Inc. 7 Q Management s Discussion and Analysis

9 INFRASTRUCTURE The Infrastructure segment is comprised of a network of oil infrastructure assets that include oil terminals, rail loading and unloading facilities, injection stations, gathering pipelines and processing facilities that collect, store and process oil and other liquid hydrocarbon production and related products before eventual distribution to end-use markets. The primary facilities within this segment include the terminals located at Hardisty and Edmonton, which are the principal hubs for aggregating and exporting oil and refined products out of the WCSB; gathering pipelines, which are connected to the Hardisty Terminal, an infrastructure position located in the U.S.; and a crude oil processing facility in Moose Jaw, Saskatchewan (the Moose Jaw Facility ). The Moose Jaw Facility is impacted by maintenance turnarounds typically occurring within the spring period. The following tables set forth the operating results from the Company s Infrastructure segment for the three and nine months ended, 2018 and 2017: Volumes (barrels in thousands) Terminals and facilities Hardisty Terminal... 81,879 66, , ,528 Edmonton Terminal... 12,188 5,025 23,659 15,477 Moose Jaw Facility... 1,554 1,579 4,190 4,041 PRD Terminals... 4,107 2,100 11,138 9,842 Injection Stations... 2,800 4,245 6,417 14,979 Total terminals and facilities ,528 79, , , Revenue Hardisty Terminals... $ 56,682 $ 50,638 $ 163,449 $ 151,232 Edmonton Terminals... 30,379 12,863 65,098 39,175 Moose Jaw Facility... 9,844 9,850 29,534 29,547 PRD Terminals... 12,977 11,008 34,684 31,436 Injection Stations... 2, ,331 2,821 Revenue ,234 85, , ,211 Operating expenses and other... 36,707 23,218 84,319 74,672 Segment profit... $ 75,527 $ 61,987 $ 211,777 $ 179, The current period results include the impacts from the adoption of new accounting standards as discussed on pages 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on continuing operations. In addition, Comparative period segment information was represented to reflect the results of continuing operations separately from discontinued operations (see note 4 of the unaudited condensed consolidated financial statements). Operational performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Hardisty Terminal volumes increased 23% and 22%, respectively. The increase in both comparative periods was largely driven by the addition of infrastructure connections which provided for higher throughput volumes from certain customers primarily driven by additional volumes from Fort Hills, higher customer s contract tankage volumes, increased traffic from the Hardisty Unit Rail Facility ( HURC ) facility, and higher trucked volumes. Edmonton Terminal volumes increased by 143% and 53%, respectively. The increase in both comparative periods was mainly due to the commissioning of two new tanks and common infrastructure at the Edmonton Terminal in January of Moose Jaw Facility volumes were consistent and increased by 4%, respectively. The increase in the nine month comparative period was primarily due to the impact of higher processing activity due to lower turnaround time in the current periods and higher throughput efficiency to support higher refined product volumes. Gibson Energy Inc. 8 Q Management s Discussion and Analysis

10 PRD Terminal volumes increased by 96% and 13%, respectively. The increase was mainly due to higher facility activity levels in the Company s WCSB service areas, particularly in the Alberta Montney. Injection Station volumes decreased by 34% and 57%, respectively. The decrease in the nine months ended comparative period was due to the termination of the injection station access agreement with The Company s largest customer in November Financial performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Revenue at the Hardisty Terminal increased by $6.0 million and $12.2 million, respectively, which was largely driven by the increase in a contract customer s tankage usage, supported by additional take-or-pay, stable fee-based arrangements and higher revenues earned from trucked volumes and revenues related to common infrastructure, including additional volumes from Fort Hills. Revenue at the Edmonton Terminal increased by $17.5 million and $25.9 million, respectively. The increase was primarily due to the receipt of additional revenue related to a contractual amendment regarding a future capital commitment and the increase in revenue from the commissioning of the two new tanks and related common infrastructure in Q which are supported by take-or-pay, stable fee-based arrangements. Additionally, the increase in revenue was supported by the commissioning of the Heartland sulfur facility in the current period. PRD Terminal revenues increased by $2.0 million and $3.2 million, respectively. The increase was mainly due to higher facility activity levels in the Company s WCSB service areas, particularly in the Alberta Montney, as well as higher revenues from recovered oil. There was no material change in the revenue for the Moose Jaw Facility. Injection Station revenues increased by $1.5 million and $0.5 million, respectively. The increase was mainly due to locational pricing differential opportunities and new rental service arrangements. Segment profit increased by $13.5 million and $32.2 million, respectively. As described above, the increase was primarily due to the increased revenues from the Hardisty and Edmonton Terminals. The segment profit increase was also supported by lower operating costs due to the focus on cost reduction initiatives, partially offset by higher salaries and benefit costs relating to the addition of rail loading operators, and higher environmental remediation costs, including an accrual for potential costs related to a regulatory matter. Capital expenditures Below is the summary of Infrastructure capital expenditures for the three and nine months ended, 2018 and 2017: Growth capital... $ 63,635 $ 46,229 $ 139,058 $ 92,285 Replacement capital... $ 3,815 $ 4,295 $ 11,157 $ 9,788 Acquisitions... $ 71,844 $ - $ 71,844 $ - The increase in growth capital expenditures for the three and nine months ended, 2018 compared to the three and nine months ended, 2017 primarily relates to an increase in activity to construct additional tanks and related infrastructure at the Hardisty Terminal as well as the Viking Pipeline in the current period. Replacement capital includes purchases that replace existing assets as necessary to maintain current service levels or replace assets that no longer have a useful economic life. The increase in the nine months comparative period was primarily due to annual turnaround projects completed at the Moose Jaw Facility, as well as maintenance activities completed at the Hardisty Terminal. Acquisitions relates to an agreement to acquire, develop and operate a pipeline gathering network adjacent to the existing Pyote system in the U.S. as noted on page 5. Gibson Energy Inc. 9 Q Management s Discussion and Analysis

11 LOGISTICS The Logistics segment represents the U.S Truck Transportation business due to Canadian Truck Transportation business being classified as a discontinued operation during the third quarter of Accordingly, this segment includes logistical services that enable crude production to access fixed midstream infrastructure. Specifically, this segment provides truck transportation services that allow the Company to service its customers needs between the wellhead and the end market and includes providing hauling services for crude for many of North America s leading oil and gas producers. The following tables set forth operating results from the Company s Logistics segment for the three and nine months, 2018 and 2017: Volumes (barrels in thousands) U.S. crude and other products... 2,583 6,472 13,297 20, Revenue... $ 8,847 $ 17,138 $ 35,369 $ 58,096 Cost of sales... 6,103 12,469 24,456 41,415 Operating expenses and other... 4,422 5,144 18,809 17,776 Segment loss... $ (1,678) $ (475) $ (7,896) $ (1,095) 1. The current period results include the impacts from the adoption of new accounting standards as discussed on pages 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on continuing operations. In addition, Comparative period segment information was represented to reflect the results of continuing operations separately from discontinued operations (see note 4 of the unaudited condensed consolidated financial statements). Operational performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: U.S. crude and other product hauling barrels decreased by 60% and 35%, respectively. The decrease was primarily attributable. to the limited availability of drivers and the trucking fleet driven by higher competition for drivers as well as due to the Company s decision to exit certain basins staring in Trucking volume with other customers are gradually increasing, however are not yet sufficient to overcome the overall effect of the decline with the former largest customer in November of Financial performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: U.S. crude and other revenue decreased by 48% and 39%, respectively. The decrease was primarily driven by lower volumes as discussed above. Segment profit decreased substantially for both periods. The decrease was mainly due to decline in the U.S. crude hauling profit as a result of one-time expenses such as severance, relocation, and office move costs and the loss in volumes as discussed above. WHOLESALE The Wholesale segment includes the purchasing, selling, storing and optimization of hydrocarbon products, including crude oil, NGLs, road asphalt, roofing flux, frac oils, light and heavy straight run distillates, combined vacuum gas oil ( CVGO ), and an oil-based mud product. This segment earns margins by providing aggregation services to producers and/or by capturing quality, locational or timebased arbitrage opportunities. This segment also contributes to the Company s overall margins by driving volumes to the Infrastructure and Logistics segments. The Wholesale segment is exposed to commodity price fluctuations arising between the time contracted volumes are purchased and the time they are sold, as well as being exposed to pricing differentials between different geographic markets and/or hydrocarbon Gibson Energy Inc. 10 Q Management s Discussion and Analysis

12 qualities. These risks are managed by purchasing and selling products at prices based on the same or similar indices or benchmarks, and through physical and financial contracts that include energy-related forward contracts, swaps, futures, options and other hedging instruments. Fair values of these derivative contracts fluctuate depending on the commodity prices and can impact the segment profits in the form of realized or unrealized gains and losses, often offset by physical inventories, that can change significantly period over period. Canadian road asphalt activity, related to Refined Products, is affected by the impact of weather conditions on road construction. Road asphalt demand peaks during the summer months when most of the road construction activity in Canada takes place. In the off-peak demand months for road asphalt, the demand for roofing flux continues. Demand for wellsite fluids is dependent on overall well drilling and completion activities, with activity normally the busiest in the winter months. Demand for propane and other NGLs is also highest in the colder months of the year WTI average price ($USD/bbl)... $69.50 $48.21 $ $49.47 WCS differential ($USD/bbl) ) Average foreign exchange rates CAD dollar to U.S. dollar Propane average price ($USD/U.S. gallon) Butane average price ($USD/U.S. gallon) The following tables set forth operating results from the Company s Wholesale segment for the three and nine months ended, 2018 and 2017: Volumes (barrels in thousands) Crude and diluent... 33,892 29,401 92,285 84,530 Propane and other NGL... 2,066 2,179 7,130 7,630 Refined products... 1,207 1,220 3,295 2,968 Total... 37,165 32, ,710 95, Revenue Crude and diluent... $ 1,954,815 $ 1,121,510 $ 5,046,237 $ 3,484,415 Propane and other NGL ,902 93, , ,941 Refined products , , , ,646 Total revenue... 2,206,436 1,318,211 5,776,444 4,103,002 Cost of sales... 2,130,877 1,322,521 5,627,635 4,071,743 Operating expenses and other... 7,181 5,937 19,172 19,332 Segment profit (loss)... $ 68,378 $ (10,247) $ 129,637 $ 11, The current period results include the impacts from the adoption of new accounting standards as discussed on page 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on continuing operations. Operational performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Sales volumes for crude and diluent increased by 15% and 9%, respectively. The increase was mainly due to additional opportunities to bring volumes into the Company s integrated assets, primarily attributable to the addition of new storage tanks and common infrastructure added in Gibson Energy Inc. 11 Q Management s Discussion and Analysis

13 Sales volumes for propane and other NGLs decreased by 5% and 7%, respectively primarily due to lower demand in Eastern U.S. markets, with the nine month year to date results also being impacted by the constraint of rail service in the market place in the first quarter. Sales volumes for refined products were consistent and increased by 11%, respectively. The increase was primarily due to higher available volumes from the Moose Jaw Facility driven by higher efficiency which supported increased sales volumes for drilling fluids and roofing asphalt. Sales volumes for drilling fluids have increased principally as a result of increased WCSB and U.S. drilling activity, and the ability of the Company to gain market share in the Permian and Niobrara-Denver Julesburg basins, while the increase in sales volumes for roofing asphalt is supported by the Company s ability to gain market share within the roofing asphalt market due to the closure of certain competing refineries in the U.S. Financial performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Revenue for crude and diluent increased by 74% and 45%, respectively. The increase was largely due to higher average crude oil prices, and the increase in volumes in the current period as discussed above. Revenue for propane and other NGLs increased by 26% and 10% respectively mainly due to higher propane and butane prices during the current year period, partially offset by lower volumes. Revenue for Refined Products increased by 30% and 29%, respectively. The increase was primarily due to higher volumes sold for drilling fluids and roofing asphalt as discussed above as well as higher average crude oil prices which supported the increase in prices for these products. Segment profit increased significantly in both periods. The increase was attributable to higher refined product margins driven by a greater proportion of higher margin product sales, and by a higher crude price differential which supported lower cost of sales in the current period. The increase was also driven by higher crude margins due to more favorable light-to-heavy crude pricing spreads and locational differentials. Additionally, the increase was due to lower rail car lease expenses of $9.3 million and $31.3 million in the three and nine months ended, 2018, respectively, as a result of the adoption of IFRS 16 as discussed under Accounting Policies section. These increases were offset by lower margins earned on propane and other NGLs due to regional pricing constraints at a certain number of distribution hubs and by higher losses from related financial instruments, including WTI differential hedging losses. EXPENSES General and administrative ( G&A ), excluding depreciation and amortization General and administrative... $ 8,285 $ 8,266 $ 23,558 $ 27,041 The quarter over quarter decrease was primarily due to lower head office lease costs and the nine month comparative period decrease was due to lower payroll costs due to the continuing impact of our headcount rationalization efforts from 2017 and lower head office lease costs. The lease cost impact due to the adoption of IFRS 16, as noted in the Accounting Policies section, was $2.0 million and $6.2 million in the three and nine months ended, 2018, respectively. Goodwill impairment Goodwill impairment... $ 18,500 $ - $ 20,479 $ - Gibson Energy Inc. 12 Q Management s Discussion and Analysis

14 The increase was primarily due to impact of impairment related to assets held for sale. Depreciation and impairment Depreciation and impairment... $ 63,425 $ 25,015 $ 117,895 $ 76,248 The increase was primarily due to impact of impairment related to assets held for sale and depreciation on asset additions in the current period partially offset by asset dispositions. Right-of-use asset depreciation Right-of-use depreciation... $ 13,097 $ - $ 32,825 $ - The right of use depreciation represents the impact of the adoption of IFRS 16 as noted in the Accounting Policies section where the right-of-use assets are and depreciated over the lease term. Amortization and impairment Amortization and impairment... $ 2,452 $ 11,670 $ 7,724 $ 20,442 The decrease in both comparative periods was driven by the impact of certain intangible assets becoming fully amortized in prior year periods. Stock based compensation Stock based compensation... $ 692 $ 5,385 $ 11,074 $ 14,752 The quarter over quarter decrease was primarily due to lower RSU expense in the current quarter and the recognition of mark to market gain of $4.1 million compared to a mark to market gain of $1.8 million related to equity swaps in the comparative period. The nine month comparative decrease was primarily driven by the impact of the recognition of mark to market gain of $3.2 million compared to mark to market expense of $1.8 million related to equity swaps in the comparative period. Debt extinguishment costs During the three months and nine months ended, 2017 the Company incurred debt extinguishment costs related to the repayment of $211.1 million principal amount of 7.00% Senior Unsecured Notes (the C$ Notes ) and U.S.$338.8 million principal amount of 6.75% Senior Unsecured Notes (the US$ Notes ) (collectively the Retired Notes ) of $2.0 million and $51.3 million, respectively. Gibson Energy Inc. 13 Q Management s Discussion and Analysis

15 Foreign exchange (gains) loss not affecting segment profit Unrealized foreign exchange (gain) loss on the movement in exchange rates on U.S. dollar Revolving Credit Facility and longterm debt... $ (30) $ (9,979) $ (9) $ (19,367) Realized foreign exchange loss (gain) on settlement of U.S. dollar Revolving Credit Facility and long-term debt ,411 (2,710) Corporate foreign exchange (gain) loss... (2,544) 1,031 (356) 1,407 Total foreign exchange (gain) loss... $ (2,542) $ (8,948) $ 4,046 $ (20,670) At, 2018, the gains and losses recorded are primarily driven by the favorable and unfavorable movements in exchange rates on the translation of corporate foreign exchange, while at, 2017, the gains and losses were primarily driven by the favorable and unfavorable movements in exchange rates on the translation of the Company s U.S dollar denominated long-term debt and corporate foreign exchange. Net interest expense Net interest expense... $ 18,792 $ 17,315 $ 56,420 $ 59,740 The quarter over quarter net interest expense increased due to higher finance lease interest costs of $1.6 million due to IFRS 16 adoption as noted in the Accounting Policies section. The nine months ended, 2017 net interest expense decrease was due to lower interest expense related to long-term debt and higher capitalized interest amounts related to our long-term capital projects, partially offset by finance lease interest costs of $5.1 million due to IFRS 16 adoption and by higher interest costs related to the Revolving Credit Facility. Income taxes Current income tax expense (recovery)... $ 22,278 $ (8,963) $ 37,782 $ (20,910) Deferred income tax recovery... (9,574) (4,850) (12,134) (18,919) Total tax provision (recovery)... $ 12,704 $ (13,813) $ 25,648 $ (39,829) Income tax expense from continuing operations was $12.7 million and $25.6 million for the three and nine months ended September 30, 2018 compared to an income tax recovery $13.8 million and $39.8 million, respectively for the three and nine months ended, The main driver for the increase in income tax expense for both comparative periods was the impact of higher taxable earnings. The quarter over quarter deferred income tax recovery increase was primarily due to an impairment taken against property, plant and equipment. The nine months comparative period deferred income tax recovery decreased primarily due to the impact of realized and unrealized amounts relating to the net capital gains arising from foreign exchange movements, including repayments, on the Company s U.S. dollar denominated long-term debt in the prior period. Gibson Energy Inc. 14 Q Management s Discussion and Analysis

16 RESULTS OF DISCONTINUED OPERATIONS During the nine months ended, 2018, the Company completed the assessment of various disposal groups that met the criteria under IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations ( IFRS 5 ) as held for sale and/or discontinued operations (refer to note 3 in the Q condensed consolidated financial statements). Canadian Truck Transportation business During Q3 2018, Canadian Truck Transportation business met the criterion for discontinued operation and held for sale. This business was historically reported under the Logistic segment. The Canadian Truck Transportation business includes a suite of logistical wellsite services that enable oil and liquids production to access fixed midstream infrastructure. This segment provides truck transportation and related services that allow the Company to service its customers needs between the wellhead and the end market, and includes providing hauling services for crude, condensate, propane, butane, asphalt, methanol, sulfur, petroleum coke, emulsion, waste water and drilling fluids for many of Canada s leading oil and gas producers. For certain services and geographical regions, the activity is generally the lowest in the winter months when daylight hours are shorter. The following tables set forth operating results from the Canadian Truck Transportation for the three and nine months September 30, 2018 and 2017: Volumes (barrels in thousands) Crude and other products... 11,485 11,046 33,144 34, Revenue... $ 54,269 $ 57,182 $ 160,903 $ 178,480 Cost of sales... 48,092 51, , ,157 Segment profit... 6,177 5,641 17,018 17,323 Depreciation and amortization... 3,268 5,586 13,481 17,183 Finance costs and other income, net Income before taxes... 2, , Income tax expense Net income from discontinued operations, after tax... $ 2,084 $ 40 $ 2,439 $ The current period results include the impacts from the adoption of new accounting standards as discussed on pages 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on continuing operations. In addition, Comparative period segment information was represented to reflect the results of continuing operations separately from discontinued operations (see note 4 of the unaudited condensed consolidated financial statements). Operational performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Crude and other product hauling barrels increased by 4% and decreased by 5%, respectively. The quarter over quarter increase was primarily due to higher levels of hauling activity in the Fort McMurray and Northern Alberta regions attributable to the higher oil sands production activity as a result of Fort Hills. The quarter over quarter increase in crude, and sulfur volumes hauled was partially offset by lower LPG mix volumes in the current quarter. The nine month year to date decrease in LPG mix, petroleum coke, and asphalt volumes hauled was partially offset by higher sulfur and crude volumes in the period. Gibson Energy Inc. 15 Q Management s Discussion and Analysis

17 Financial performance In the three and nine months ended, 2018 compared to the three and nine months ended, 2017: Crude and other product revenue decreased by 5% and 10%, respectively. The quarter over quarter decrease was primarily due to lower hauling rates related to LPG mix and sulfur partially offset by higher volumes hauled, as discussed above. The nine month year to date period decrease was primarily due to lower volumes as discussed above. Water hauling revenues was also impacted by poor weather conditions. Segment profit increased by 10% and was consistent for the three and nine months ended, respectively. The quarter over quarter increase was mainly due to lower operating expenses largely due to the continuation of the reduction in payroll related costs associated with overall headcount reductions. U.S. Environmental Services business On May 3, 2018, the Company completed the sale of its U.S. Environmental Services business for adjusted gross proceeds of $123.3 million (US$96 million). The U.S. Environmental Services business included the provision of environmental and production services, such as emulsion hauling and treating, water hauling and disposal services and oilfield waste management, as well as industrial lift, exploration support services and accommodation facilities to the oil and gas industry. The U.S Environmental Services business was reported historically within Company s Infrastructure, Logistics and Other reportable segments. Operating results related to the segment have been included in net income from discontinued operations in the condensed consolidated statements of operations. Comparative period balances of the condensed consolidated statements of operations and cash flows have been restated. The following tables set forth operating results from discontinued operations of the U.S. Environmental Services business for the three and nine months ended, 2018 and 2017: Revenue Water hauling and disposal... $ - $ 25,694 $ 42,207 $ 74,558 Other products and services ,817 51,074 95,885 Total revenue ,511 93, ,443 Cost of sales ,207 84, ,127 Segment profit ,304 9,238 17,316 Depreciation and amortization ,297 3,493 38,889 Finance costs and other, net (Loss) income before taxes... - (5,060) 5,436 (21,783) Income tax (recovery) provision... - (1,933) 1,448 (8,228) Net (loss) income from discontinued operations, after tax... - (3,127) 3,988 (13,555) After tax (loss) gain on sale 2, 3... (6,554) - 94,706 - (Loss) gain on discontinued operations, after tax... $ (6,554) $ (3,127) $ 98,694 $ (13,555) 1. The current period results include the impacts from the adoption of new accounting standards as discussed on page 31. Comparative information has not been restated and, therefore, may not be comparable throughout the discussion on discontinued operations. In addition, Comparative period segment information was represented to reflect the results of continuing operations separately from discontinued operations (see note 4 of the unaudited condensed consolidated financial statements). 2. The Company derecognized the U.S. Environmental Services segment effective May 3, Accordingly, results for nine months ending, 2018 represent the activity for the period January 1, 2018 to May 2, The cash proceeds of $123.3 million and transaction costs of $13.6 million have been presented within investing activities from discontinued operations on the Company s condensed consolidated statement of cash flows. Adjustment in Q represents post-close purchase price adjustments and cost related to the sale. Gibson Energy Inc. 16 Q Management s Discussion and Analysis