January 2017 investor presentation final

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<ul><li><p>DRAFT</p><p>Confidential</p><p>Investor PresentationJanuary 2017</p></li><li><p>DRAFT</p><p>Confidential2</p><p>Non-GAAP Financial MeasuresSemGroups non-GAAP measure, Adjusted EBITDA, is not a GAAP measure and is not intended to be used in lieu of GAAP presentation of net income (loss), which is the most closely associated GAAP measure. 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. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non-recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of NGL units, costs related to our predecessors bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances.</p><p>This measure may be used periodically by management when discussing our financial results with investors and analysts and is presented as management believes it provides additional information and metrics relative to the performance of our businesses. This non-GAAP financial measure has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the most comparable GAAP measure 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. Because all companies do not use identical calculations, our presentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility.</p></li><li><p>DRAFT</p><p>Confidential3</p><p>Forward-looking InformationCertain 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. </p><p>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, the failure to realize the anticipated benefits of the transaction, consummated on September 30, 2016, pursuant to which we acquired all of the outstanding common units of our subsidiary, Rose Rock Midstream, L.P., not already owned by us; our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreement and the indentures governing our senior notes, including requirements under our credit agreement to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in our each of our documents and reports filed with the SEC.</p><p>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.</p><p>We use our Investor Relations website and social media outlets as channels of distribution of material company information. Such information is routinely postedand accessible on our Investor Relations website at ir.semgroupcorp.com.</p><p>We are present on Twitter and LinkedIn, follow us at the links below:SemGroup Twitter and LinkedIn</p></li><li><p>DRAFT</p><p>Confidential4</p><p>Strong balance sheet, sound business model, clear strategic growth plan</p><p> Visibility to incremental secure cash flow from Maurepas Pipeline in 2017</p><p> Pursuing high-return organic growth around existing footprints and strategic acquisitions </p><p> Managing for lower for longer commodity price environment with focus on diversifying for a more balanced midstream portfolio</p><p> Enhanced credit profile, expected dividend growth beyond 2016 and lower cost of capital to support growth targets</p><p>Creating Long-Term Shareholder Value</p></li><li><p>DRAFT</p><p>Confidential5</p><p>88% of total LTM gross margin from fixed fee based cash flows 37% of total LTM gross margin secured by take or pay contracts</p><p>More than 70% of SemGroup's revenue is derived from investment grade counterparties</p><p>Stable Cash Flows(1) Counterparty Strength(1)(2)</p><p>SemGroup derives a significant portion of its margin from fixed fee contracted arrangements with strong counterparties; SemGroup is well-positioned to drive future growth</p><p>(1) LTM September 30, 2016(2) Counterparty ratings LTM September 30, 2016; excludes SemLogistics and SemMaterials Mexico</p><p>Company Strengths</p><p>51%</p><p>37%</p><p>12%11%</p><p>59%</p><p>30%</p><p>64%</p><p>13%</p><p>23%23% 30%37%</p><p>64%59% 51%</p><p>13% 11% 12%</p><p>0</p><p>100</p><p>200</p><p>300</p><p>400</p><p>500</p><p>600</p><p>2014 2015 LTM</p><p>Take or Pay Fixed Fee POP/Marketing</p><p>($ in millions)</p></li><li><p>DRAFT</p><p>Confidential6</p><p>Crude and Gas Assets in Key Growth Areas Crude Oil</p><p> ~1,800 miles of crude oil pipelines 9 million barrels of crude oil storage </p><p>capacity Over 250 crude oil trucks and trailers Maurepas Pipeline under construction(1)</p><p> Locations: Bakken Shale, Granite Wash, Eagle Ford, Utica Basin, Gulf Coast, DJ/Niobrara Basin, Mississippi Lime </p><p> Natural Gas 8 natural gas processing plants New 200 mmcf/d Wapiti Plant(2)</p><p> ~1,600 miles of natural gas gathering pipeline</p><p> ~1.3 bcf/d of total processing capacity Locations: WCSB, Montney / Duvernay </p><p>(Wapiti Field), Mississippi Lime </p><p> Additional Assets 8.7 million barrels of multi-product </p><p>storage in the U.K. 14 asphalt terminals in Mexico ~12% ownership in GP of NGL Energy </p><p>Partners</p><p>(1) Expected completion 2Q 2017(2) Expected completion mid-2019</p></li><li><p>DRAFT</p><p>Confidential7</p><p>Crude Business Overview</p><p>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 4Q 2016 volumes ~115,000 bpd</p><p>Wattenberg Oil Trunkline 75-mile, 12-inch pipeline and storage in DJ Basin Transports Noble Energy production to White Cliffs 360,000 barrels of storage capacity</p><p>Platteville Truck Unloading Facility 30-lane truck unloading facility Origin of White Cliffs Pipeline 350,000 barrels of storage capacity</p><p>Tampa Pipeline 16-mile, 12-inch pipeline from Platteville to Tampa, CO rail facility</p><p>DJ Basin</p></li><li><p>DRAFT</p><p>Confidential8</p><p>(1) Average remaining contract life as of 9/30/2016(2) Weighted average rate ($/bbl)(3) FERC Filing No. 4.4.0(4) Shipper receives credit for the committed volumes towards their uncommitted volume incentive rate</p><p>White Cliffs Pipeline Contract &amp; Rate Structure</p><p>Committed Take or Pay Volumes</p><p>Origination Volumes (bpd) Rate ($/bbl)Wtd. Avg. </p><p>Remaining Contract Life(1)</p><p>Platteville, CO 72,000 $5.20 ~ 3.3 yearsHealy, KS 5,000 $2.09 ~ 4.8 years</p><p>77,000 $5.00(2) ~ 3.4 years</p><p>Uncommitted Volumes(3)</p><p>Volumes (bpd) Incentive Rate ($/bbl)</p><p>0 9,999 $4.90 10,000 19,999 $4.65 20,000 29,999 $4.40 30,000 39,999 $4.15 40,000 49,999 $3.90 50,000 and up $3.25 </p><p>Shipper Example - 1 Month51,000 bpd shipped during the month, 10,000 of those barrels are committed volumes</p><p>Below is an example the shippers tariff structure</p><p>Total Volumes (bpd) Rate ($/bbl)</p><p>Committed Volumes 10,000 $5.20</p><p>Uncommitted Volumes 41,000 $3.25</p><p>(4) </p><p>51,000 $3.63(2) </p><p>All Uncommitted Volumes Shipped At Lowest Applicable Incentive Rate</p></li><li><p>DRAFT</p><p>Confidential9</p><p>Crude Business Overview</p><p>Cushing Storage 7.6 million barrels of storage 82% under long-term fixed fee contracts with first </p><p>expiration 2017 2016 average storage rate of $0.34 per month Connectivity to all major inbound/outbound pipelines</p><p>Kansas/Oklahoma System 400-mile gathering and transportation pipeline system Connects to third-party pipelines, Kansas and </p><p>Oklahoma refineries and Cushing terminal More than 630,000 barrels of storage capacity Analyzing various opportunities that may result in a </p><p>sale, joint venture and/or write down of the asset</p><p>Oklahoma/Kansas Assets</p><p>Field ServicesCrude Oil Trucking Fleet Fleet of more than 250 crude oil transport trucks Servicing the Bakken, DJ/Niobrara, Eagle Ford, </p><p>Granite Wash, Mississippi Lime &amp; Utica plays</p><p>Glass Mountain Pipeline 50% ownership 215-mile pipeline 140,000 bpd current capacity Two laterals Granite Wash and Mississippi Lime Play join </p><p>and terminate in Cushing 440,000 barrels of storage capacity</p><p>Isabel Pipeline 48 mile, 8-inch crude oil pipeline from Isabel Junction, KS </p><p>to Alva, OK Connects Kansas barrels to Glass Mountain Pipeline</p></li><li><p>10</p><p>250</p><p>200</p><p>150</p><p>100</p><p>50</p><p>0</p><p>1Q 2Q 3Q 4Q 1Q 2Q 3Q</p><p>125.6 151.0157.2</p><p>191.2 209.8 198.5 206.7</p><p>250</p><p>200</p><p>150</p><p>100</p><p>50</p><p>0</p><p>1Q 2Q 3Q 4Q 1Q 2Q 3Q</p><p>111.1 119.1 109.4 109.6 102.4 111.3 104.6</p><p>76.8</p><p>187.9</p><p>93.2</p><p>212.3</p><p>91.6</p><p>201.0</p><p>91.5</p><p>201.1</p><p>93.8</p><p>196.2</p><p>86.3</p><p>197.6</p><p>97.1</p><p>201.7250</p><p>200</p><p>150</p><p>100</p><p>50</p><p>0</p><p>1Q 2Q 3Q 4Q 1Q 2Q 3Q</p><p>139.2 121.3 120.7 130.3 142.3 124.9 114.9</p><p>64.9</p><p>204.1</p><p>71.8</p><p>193.1</p><p>61.5</p><p>182.2</p><p>59.9</p><p>190.258.9</p><p>201.2</p><p>52.5</p><p>177.4</p><p>52.5</p><p>167.4</p><p>2015 2016</p><p>Crude Key Performance Metrics</p><p>(1) Weighted average term of storage contracts(2) Prior period volumes recast to include intersegment volumes for comparability(3) Volumes on 100% owned pipelines(4) Reflects 100% throughput on Joint Venture pipelines</p><p>Transportation Volumes(Thousand Barrels per Day)</p><p>Supply and Logistics Volumes(2)(Thousand Barrels per Day)</p><p>Facilities - Cushing Storage 7.6 million Barrels Capacity</p><p>Joint Venture Transportation Volumes(Thousand Barrels per Day)(4)</p><p>n Third-party contracted(1) n Operational / Marketing n Uncontracted</p><p>n White Cliffs Pipeline n Glass Mountain Pipeline</p><p>0.7</p><p>2015 2016</p><p>2015 2016</p><p>8</p><p>6</p><p>4</p><p>2</p><p>0</p><p>2016 2017 2018 2019</p><p>6.3 5.5 4.6</p><p>1.1</p><p>1.31.4</p><p>1.4</p><p>1.4</p><p>0.7 1.6</p><p>5.1</p><p>n Pipelines(3) n Field Services</p></li><li><p>DRAFT</p><p>Confidential11</p><p>Glass Mountain Pipeline STACK ExtensionSemGroup and NGL Energy Partners LP jointly own Glass Mountain Pipeline, LLC. The 215-mile-long pipeline delivers crude oil from the Mississippi Lime and Granite Wash plays to the Cushing storage hub.</p><p>STACK Extension Project Highlights 44-mile pipeline extension of Glass Mountain Pipeline to STACK resource play to Cushing storage complex Backed by long-term, fee-based transportation agreement with large investment-grade producer; includes committed area of dedication Provides cost-effective, reliable transportation to Cushing storage complex and access to Mid-Continent and Gulf Coast refineries Expected to be in service 4Q 2017</p></li><li><p>DRAFT</p><p>Confidential12</p><p>Maurepas Pipeline Overview</p><p>Project Construct, own and operate three pipelines for Motiva Enterprises, LLC in St. James, LA connecting Motiva's refineries </p><p> 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 refi...</p></li></ul>