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Investor Presentation Post 4Q & Full Year 2016 Results

Sem group investor presentation february 2017 final

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Page 1: Sem group investor presentation february 2017 final

Investor PresentationPost 4Q & Full Year 2016 Results

Page 2: Sem group investor presentation february 2017 final

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Non-GAAP Financial MeasuresSemGroup’s 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 forselected items that SemGroup believes impact the comparability of financial results between reporting periods. In addition to non-cash items, we have selecteditems for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which aregenerally outside of the results of day to day operations of the business. These items are not considered non-recurring, infrequent or unusual, but do erodecomparability 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 selecteditems such as gains on the sale of NGL Energy Partners LP common units, costs related to our predecessor’s bankruptcy, significant business developmentrelated costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results ofday 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 inthe future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent allitems that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanicalinterruptions and numerous other factors. We do not adjust for these types of variances.

This measure may be used periodically by management when discussing our financial results with investors and analysts and is presented as managementbelieves it provides additional information and metrics relative to the performance of our businesses. This non-GAAP financial measure has important limitationsas 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-GAAPmeasures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the mostcomparable GAAP measure and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to thesame financial measures that our management uses in evaluating our operating results. Because all companies do not use identical calculations, ourpresentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility.

SemGroup does not provide guidance for net income, the GAAP financial measure most directly comparable to the non-GAAP financial measure AdjustedEBITDA, because Net Income includes items such as unrealized gains or losses on derivative activities or similar items which, because of their nature, cannot beaccurately forecasted. We do not expect that such amounts would be significant to Adjusted EBITDA as they are largely non-cash items.

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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 protectionsprovided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this presentation including the prospects of our industry, our anticipated financial performance,our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business prospects, outcomeof regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected inthese forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements aresubject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected inthese 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 thetransaction, 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 expecteddividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market andstore; 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; ourability 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 ourinvestments and joint ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions; theimpact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition fromother 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 relatedcontracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may notresult 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 outsideof the U.S., including political and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws andregulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; thepossibility 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.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this presentation which reflect management's opinions only as ofthe 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.

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.

We are present on Twitter and LinkedIn, follow us at the links below:SemGroup Twitter  and LinkedIn

Page 4: Sem group investor presentation february 2017 final

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Creating Long-Term Shareholder ValueStrong foundation to execute on strategic growth and create shareholder value

¬ Simplified corporate structure, enhanced credit profile, prefunded capital needs for 2017

¬ Targeting annual dividend growth of approximately 8% over the next several years

¬ Incremental secure cash flow from Maurepas Pipeline expected late 2Q of 2017

¬ High-return organic growth underway around existing footprints in Montney and STACK ¬ Unannounced projects to take advantage of operational leverage to stronger market

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89% of total LTM gross margin from fixed fee based cash flows Nearly 70% of SemGroup's revenue is derived frominvestment grade counterparties

Stable Cash Flows(1) Counterparty Strength(2)

SemGroup derives a significant portion of its margin from fixed fee contracted arrangementswith strong counterparties; SemGroup is well-positioned to drive future growth

(1) LTM December 31, 2016(2) Counterparty ratings LTM December 31, 2016; excludes SemLogistics and SemMaterials Mexico

Company Strengths

Take or Pay Fixed Fee POP/Marketing

600

500

400

300

200

100

0

($in

mill

ions

)

2014 2015 2016 Investment Grade

Non-Investment Grade

68%32%51%

38%

11%11%

59%

30%

64%

13%

23%

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Crude and Gas Assets in Key Growth Areas

(1) Expected completion late 2Q 2017(2) Expected completion mid-2019

¬ Crude Oil– ~1,800 miles of crude oil pipelines– 10 million barrels of crude oil storage capacity – More than 225 crude oil trucks and trailers– Maurepas Pipeline under construction(1)

– Locations: Bakken, Granite Wash, Eagle Ford, Utica Basin, Gulf Coast, DJ/

Niobrara Basin, Mississippi Lime

¬ Natural Gas– 8 natural gas processing plants– New 200 mmcf/d Wapiti Plant under construction(2)

– ~1,600 miles of natural gas gathering pipeline– ~1.3 bcf/d of total processing capacity– Locations: WCSB, Montney / Duvernay (Wapiti Field), Mississippi Lime

¬ Additional Assets– 8.7 million barrels, multi-product storage in U.K.– 15 asphalt terminals in Mexico– ~12% ownership in GP of NGL Energy Partners

Page 7: Sem group investor presentation february 2017 final

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Crude Business OverviewDJ Basin

White Cliffs Pipeline – 51% ownership¬ DJ Basin to Cushing, OK¬ Two 527-mile, 12-inch pipelines¬ 150,000 bpd current capacity¬ Currently ships two crude types

– DJ Basin crude/condensate – Kansas common

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¬ 4-bay truck unloading facility at Briggsdale

Platteville Truck Unloading Facility¬ 30-lane truck unloading facility¬ Origin of White Cliffs Pipeline¬ 350,000 barrels of storage capacity

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(1) Average remaining contract life as of 12/31/2016(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

White Cliffs Pipeline Contract & Rate Structure

Shipper Example - 1 Month51,000 bpd shipped during the month, 10,000 of those barrels are committed volumes

Below is an example the shipper’s tariff structure

Total Volumes(bpd) Rate ($/bbl)

Committed Volumes 10,000 $5.20

Uncommitted Volumes 41,000 $3.25(4)

51,000 $3.63(2)

All Uncommitted Volumes Shipped At Lowest Applicable Incentive Rate

Committed Take or Pay Volumes

Origination Volumes(bpd) Rate ($/bbl)

Wtd. Avg.Remaining

Contract Life(1)

Platteville, CO 72,000 $5.20 ~ 3.0 yearsHealy, KS 5,000 $2.09 ~ 4.6 years

77,000 $5.00(2) ~ 3.1 years

Uncommitted Volumes(3)

Volumes (bpd) Incentive Rate ($/bbl)

0 – 9,999 $4.90

10,000 – 19,999 $4.65

20,000 – 29,999 $4.40

30,000 – 39,999 $4.15

40,000 – 49,999 $3.90

50,000 and up $3.25

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Crude Business Overview

Cushing Storage ¬ 7.6 million barrels of storage ¬ 83% under long-term fixed fee contracts with first expiration 2018¬ 2017 average storage rate of $0.33 per month¬ Connectivity to all major inbound/outbound pipelines

Kansas/Oklahoma System ¬ 460-mile gathering and transportation pipeline system¬ Connects to third-party pipelines, Kansas and Oklahoma refineries and Cushing terminal ¬ More than 650,000 barrels of storage capacity

Oklahoma/Kansas Assets

Field ServicesCrude Oil Trucking Fleet¬ Fleet of ~225 crude oil transport trucks ¬ Servicing the Bakken, DJ/Niobrara, Eagle Ford, Granite Wash, Mississippi Lime & Utica plays

Glass Mountain Pipeline – 50% ownership¬ 215-mile pipeline¬ 140,000 bpd current capacity¬ Two laterals – Granite Wash and Mississippi Lime join and terminate in Cushing¬ 1.5 million barrels of storage capacity¬ Recently announced STACK extension (slide11 for more details)

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

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8

6

4

2

0

2016 2017 2018 2019

6.3 6.3 5.8

1.6

1.3 1.3 1.3

1.3

0.5

4.7

250

200

150

100

50

0

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

125.6 151.0 157.2191.2 209.8 198.5 206.7 197.7

250

200

150

100

50

0

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

111.1 119.1 109.4 109.6 102.4 111.3 104.6 96.4

76.8

187.9

93.2

212.3

91.6

201.0

91.5

201.1

93.8

196.2

86.3

197.6

97.1

201.7

99.6

196.0

250

200

150

100

50

0

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

139.2 121.3 120.7 130.3 142.3 124.9 114.9 115.0

64.9

204.1

71.8

193.1

61.5

182.2

59.9

190.258.9

201.2

52.5

177.4

52.5

167.4

58.3

173.3

2015 2016

Crude Key Performance Metrics

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

Transportation Volumes(Thousand Barrels per Day)

Supply and Logistics Volumes(2)

(Thousand Barrels per Day)Facilities - Cushing Storage

7.6 million Barrels Capacity

Joint Venture Transportation Volumes

(Thousand Barrels per Day)(4)

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

n White Cliffs Pipeline n Glass Mountain Pipeline

2015 2016

2015 2016n Pipelines(3) n Field Services

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Glass Mountain Pipeline STACK Extension215-mile-long pipeline delivers crude oil from the Mississippi Lime and Granite Wash plays to the Cushing storage hub

¬ SemGroup and NGL Energy Partners LPjointly own Glass Mountain Pipeline

¬ 44-mile pipeline extension of Glass MountainPipeline to STACK resource play to Cushingstorage complex

¬ Backed by a long-term, fee-basedtransportation agreement with a largeinvestment-grade producer

– includes committed area of dedication

¬ Provides cost-effective, reliable transportationto Cushing and access to Mid-Continent andGulf Coast refineries

¬ Total project cost ~ $30 million(1)

¬ Project completion estimated 4Q 2017

(1) Reflects SemGroup's 50% of capital contributions to the joint venture

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Maurepas Pipeline Overview

Project ¬ Construct, own and operate three pipelines for Motiva Enterprises, LLC in St. James, LA connecting Motiva's refineries

– 24-inch, 34 mile crude oil pipeline connected to LOCAP, crossing the Mississippi River and terminating at Motiva's Norco refinery; – 12-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries; and– 6-inch, 35 mile intermediates pipeline between Motiva's Norco and Convent refineries

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

Strategic Rationale ¬ First step in establishing a SemGroup presence in US Gulf Coast crude markets and it provides a more balanced risk profile through geographic diversity, new customer base and potential for product expansion ¬ Platform for future participation in the build-out of infrastructure in the Gulf Coast ¬ Accomplishes strategic goal of becoming more refinery facing

Project Progress ¬ All permits received ¬ Construction is progressing ¬ Expected completion late 2Q 2017

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Maurepas Pipeline Area Map

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

¬ Located in liquids rich oil plays ¬ Four processing facilities - 595 mmcf/d of current capacity

– ~1,000 miles of gathering lines

SemGas Natural Gas Business

Capacity Processing Volumes

600500400300200100

0

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

369.0 384.2 368.0 336.1 325.9 290.6 284.4 284.2

2015 2016

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SemCAMS Natural Gas BusinessSemCAMS Areas of OperationAverage Throughput Volume (mmcf/d)

¬ 600 miles of transport and gathering lines¬ Strong incumbent position to serve industry’s growing infrastructure needs¬ Finalized an agreement during 4Q 2016 in which SemCAMS made a one-time incentive payment of ~$4.5 million to producers to continue production of gas flowing into our K3 plant; agreement is subject to a partial clawback provision through 2018

600500400300200100

0

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

302.5 288.8 254.6 267.4 270.4157.0

253.5 253.7

91.9394.4

96.6385.4

93.4348.0

106.0373.4

114.3384.7

147.1304.1 135.0

388.5143.1396.8

Capacity n K3 Plant n KA Plant

(1) Lower volumes related to an unplanned shutdown at our K3 plant during June 2016

2015 2016

(1)

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Wapiti Sour Gas Plant in the Liquids-Rich Montney Play

¬ New 200 mmcf/d sour gas processingWapiti plant will be integrated with ourexisting infrastructure to optimize andleverage current operations on the WapitiPipeline System and K3 plant located in theKaybob region

¬ Supported by a 120 mmcf/d, 15 yearcontract with NuVista

¬ Total project cost ~ USD $225 - $250 million

¬ Plant completion estimated mid-2019

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2016 - Year End Review & Results

2016 Key Highlights¬ Maurepas Pipeline obtained all necessary permits & achieved significant construction progress

¬ Announced SemCAMS Wapiti 200 mmcf/d Sour Gas Processing Plant

¬ Announced Crude Pipeline extension into the STACK play

¬ SemGroup and Rose Rock Midstream merged to create a simplified corporate structure

¬ SemGroup Equity Offering - $228 million net proceeds

SemGroup Corporation

(in millions, unaudited) 2016 Actuals 2016 Guidance(1)

Adjusted EBITDA $282.8 $270 - $320

CapEx(2) $306.6 $350

(1) Updated 2016 guidance provided on November 7, 2016(2) All capital expenditures exclude capitalized interest throughout presentation

Maurepas Pipeline construction

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¬ Maurepas Pipeline - expected completion late 2Q 2017¬ Isabel Pipeline - completed 1Q 2016¬ Wapiti Pipeline expansion - completed 3Q 2016¬ SemCAMS plant projects - completed 2016¬ Northern Oklahoma gathering projects - completed 2016

SemGroup 2016 Capital Projects Review

Maurepas Pipelineconstruction Maurepas Pipeline

Crude

Natural Gas

Other Growth Projects

Maintenance

2016 Capital Expenditures - $307 million

$18761%

$248%

$3913%

$52%$52

17%

$51%

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Fourth Quarter & Full Year 2016 Results

(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation(2) Prior quarter amounts above have been restated from the amounts originally reported to correct for an immaterial error identified by

management in the fourth quarter related to an under capitalization of interest on certain capital projects - see slide 26 for additionalinformation

Segment Adjusted EBITDA Year Ended(in millions, unaudited) 4Q 2016 3Q 2016 2016 2015

Crude - Transportation $ 26.1 $ 27.8 $ 113.0 $ 116.6Crude - Facilities 13.9 9.7 42.5 33.7Crude - Supply and Logistics (1.9) 3.1 20.6 32.7SemGas 16.9 16.3 58.2 64.4SemCAMS 7.3 13.2 40.2 37.2SemLogistics 3.3 3.4 11.7 7.9SemMaterials Mexico 3.7 2.9 11.8 16.7Corporate and Other (3.1) (5.1) (15.2) (3.9)

SemGroup $ 66.2 $ 71.3 $ 282.8 $ 305.3

Year EndedAs Reported (in millions, excluding EPS, unaudited) 4Q 2016 3Q 2016 2016 2015

Net income (loss) attributable to SemGroup $ 12.0 $ (4.9) (2) $ 2.1 $ 30.3

Net income (loss) per share - diluted $ 0.18 $ (0.09) (2) $ 0.04 $ 0.69

EBITDA(1) $ 61.4 $ 50.7 $ 186.0 $ 246.9

Selected Non-Cash Items and Other Items Impacting Comparability(1) $ 4.8 $ 20.6 $ 96.8 $ 58.4

Adjusted EBITDA(1) $ 66.2 $ 71.3 $ 282.8 $ 305.3

Dividend per Share $ 0.45 $ 0.45 $ 1.80 $ 1.59

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Leverage & Liquidity

(in millions, unaudited)December 31,

2016$1 billion revolver - 2021 $20.0

7.500% Senior unsecured notes - 2021 $300.0

5.625% Senior unsecured notes - 2022 400.0

5.625% Senior unsecured notes - 2023 350.0Total debt $1,070.0

Compliance leverage ratio(1) 3.1x

Target leverage <4.5x

Liquidity:

Cash and cash equivalents(2) $64.4

Revolver availability(3) 938.6Total liquidity $1,003.0

(1) Calculated per revolving credit agreement definitions, which includes material project adjustments; maximum total leverage covenant of 5.5x(2) Cash excludes SemMaterials Mexico(3) Revolver availability is reduced for outstanding letters of credit

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Guidance Assumptions

¬ Average Commodity Price Assumptions(2)

– Crude Oil: $54/barrel– Natural Gas: $3.40/mmbtu– Natural Gas Liquids: $0.80/gallon

¬ Foreign Exchange Rate Assumptions– Canadian Dollar (CAD/USD): $0.74– British Pound (GBP/USD): $1.25– Mexican Peso (MXN/USD): $0.05

¬ Cash Taxes – Approximately $5 million, related to foreign subs

Operational Assumptions¬ Crude

– Average Cushing storage rate: $0.33/barrel/month– Maurepas Pipeline: expected completion late 2Q 2017– Transportation volumes(3): 5-10% increase– White Cliffs Pipeline volumes: 100-110k bpd– Glass Mountain Pipeline volumes: 75-80k bpd

¬ SemGas – N. Oklahoma processing volumes: 280-300 mmcf/d

¬ SemCAMS – Processing volumes: 375-400 mmcf/d– K3 plant turnaround scheduled 2Q 2017

Adjusted EBITDA of $270 million - $310 million(1)

(in millions)

$400

$300

$200

$1002014 2015 2016 2017E

$287 $305$283

SemGroup Corporation 2017 Guidance

(1) Non-GAAP Reconciliations for historical periods are included in the Appendix to this presentation(2) Average commodity prices as of January 11, 2017(3)Transportation volumes excludes Maurepas Pipeline and JV assets (White Cliffs Pipeline and Glass Mountain Pipeline)

$270 - $310

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2017 Capital Expenditures Guidance2017 Capital Expenditures – $500 million

¬ Key Committed Projects

– Crude Projects• Maurepas Pipeline ~ completion late 2Q 2017: $180 million• Cushing 20" Pipeline ~ completion 4Q 2017: $35 million• STACK Crude Pipeline ~ completion 4Q 2017: $30 million(1)

– Natural Gas Projects• Wapiti Sour Gas Plant ~ completion mid-2019: $80 million• KA Plant Projects: $25 million • N. Oklahoma gathering projects: $20 million

(1) Reflects SemGroup's 50% of capital contributions to the joint venture

Maurepas Pipeline

Crude

Natural Gas

Other Growth Projects

Maintenance

$18036%

$6513%

$18537%

$102%

$6012%

Page 23: Sem group investor presentation february 2017 final

APPENDIX

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Consolidated Balance Sheets

(in thousands, unaudited, condensed) December 31, 2016

December 31, 2015

ASSETSCurrent assets $ 635,874 $ 480,381Property, plant and equipment, net 1,762,072 1,566,821Goodwill and other intangible assets 185,208 210,255Equity method investments 434,289 551,078Other noncurrent assets, net 57,529 45,374Total assets $ 3,074,972 $ 2,853,909

LIABILITIES AND OWNERS' EQUITYCurrent liabilities:

Current portion of long-term debt $ 26 $ 31Other current liabilities 488,329 376,996

Total current liabilities 488,355 377,027

Long-term debt, excluding current portion 1,050,918 1,057,816Other noncurrent liabilities 89,734 222,710Total liabilities 1,629,007 1,657,553

Total owners' equity 1,445,965 1,196,356Total liabilities and owners' equity $ 3,074,972 $ 2,853,909

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Consolidated Statements of Operations and Comprehensive Income (Loss)(in thousands, except per share amounts, unaudited, condensed) Three Months Ended Year Ended

December 31, September 30, December 31,2016 2015 2016 2016 2015

Revenues $ 402,172 $ 382,493 $ 327,764 $ 1,332,164 $ 1,455,094Expenses:

Costs of products sold, exclusive of depreciation and amortization shown below 281,139 268,680 218,503 873,431 979,549Operating 54,564 57,286 52,636 212,099 224,443General and administrative 21,490 19,094 20,583 83,908 97,366Depreciation and amortization 24,776 26,452 24,922 98,804 100,882Loss on disposal or impairment, net 38 9,993 1,018 16,048 11,472Total expenses 382,007 381,505 317,662 1,284,290 1,413,712

Earnings from equity method investments 17,763 20,687 15,845 73,757 81,386Gain (loss) on issuance of common units by equity method investee — 352 — (41) 6,385Operating income 37,928 22,027 25,947 121,590 129,153Other expenses, net 9,809 19,082 18,684 97,059 52,807Income from continuing operations before income taxes 28,119 2,945 7,263 24,531 76,346Income tax expense 16,119 3,921 11,898 11,268 33,530Income (loss) from continuing operations 12,000 (976) (4,635) 13,263 42,816Income (loss) from discontinued operations, net of income taxes — (1) 3 (1) (4)Net income (loss) 12,000 (977) (4,632) 13,262 42,812

Less: net income (loss) attributable to noncontrolling interests — (1,661) 225 11,167 12,492Net income (loss) attributable to SemGroup Corporation 12,000 684 (4,857) 2,095 30,320Net income (loss) attributable to SemGroup Corporation 12,000 684 (4,857) 2,095 30,320Other comprehensive loss, net of income taxes (10,783) (7,671) (7,051) (15,352) (31,421)Comprehensive income (loss) attributable to SemGroup Corporation $ 1,217 $ (6,987) $ (11,908) $ (13,257) $ (1,101)Net income (loss) per common share:

Basic $ 0.18 $ 0.02 $ (0.09) $ 0.04 $ 0.69Diluted $ 0.18 $ 0.02 $ (0.09) $ 0.04 $ 0.69

Weighted average shares (thousands):Basic 65,754 43,824 52,642 51,889 43,787Diluted 66,326 43,971 52,642 52,281 43,970

Page 26: Sem group investor presentation february 2017 final

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2016 Quarterly Financial Data

Note: Prior quarter amounts above have been restated from the amounts originally reported to correct for an immaterial error identified by management in the fourthquarter related to an under capitalization of interest on certain capital projects. Previously reported interest expense, included in "other expense, net" above, hasbeen decreased by $1.4 million, $0.9 million and $2.5 million for the quarters ended March 31, June 30 and September 30, 2016, respectively, with a correspondingincrease to net income. Earnings per basic share was increased by $0.03, $0.02 and $0.05 per share for the quarters ended March 31, June 30 and September 30,2016, respectively. Capitalized interest recorded for the fourth quarter of 2016 includes an immaterial out of period adjustment of $6.3 million related to undercapitalization of interest in the prior year.

(in thousands, except per share data, unaudited)First

QuarterSecondQuarter

ThirdQuarter

FourthQuarter Total

Total revenues $ 314,851 $ 287,377 $ 327,764 $ 402,172 $ 1,332,164

Loss on disposal or impairment, net 13,307 1,685 1,018 38 16,048

Other operating costs and expenses 292,250 277,379 316,644 381,969 1,268,242Total expenses 305,557 279,064 317,662 382,007 1,284,290Earnings from equity method investments 23,071 17,078 15,845 17,763 73,757Loss on issuance of common units by equity method investee (41) — — — (41)Operating income 32,324 25,391 25,947 37,928 121,590Other expenses, net 58,622 9,944 18,684 9,809 97,059Income (loss) from continuing operations before income taxes (26,298) 15,447 7,263 28,119 24,531Income tax expense (benefit) (21,407) 4,658 11,898 16,119 11,268Income (loss) from continuing operations (4,891) 10,789 (4,635) 12,000 13,263Income (loss) from discontinued operations, net of income taxes (2) (2) 3 — (1)Net income (loss) (4,893) 10,787 (4,632) 12,000 13,262Less: net income attributable to noncontrolling interests 9,020 1,922 225 — 11,167Net income (loss) attributable to SemGroup $ (13,913) $ 8,865 $ (4,857) $ 12,000 $ 2,095Earnings (loss) per share—basic $ (0.32) $ 0.20 $ (0.09) $ 0.18 $ 0.04Earnings (loss) per share—diluted $ (0.32) $ 0.19 $ (0.09) $ 0.18 $ 0.04

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

December 31, September 30, December 31,Reconciliation of net income to Adjusted EBITDA: 2016 2015 2016 2016 2015

Net income (loss) $ 12,000 $ (977) $ (4,632) $ 13,262 $ 42,812

Add: Interest expense(1) 8,545 19,092 18,517 62,650 69,675

Add: Income tax expense 16,119 3,921 11,898 11,268 33,530

Add: Depreciation and amortization expense 24,776 26,452 24,922 98,804 100,882

EBITDA 61,440 48,488 50,705 185,984 246,899Selected Non-Cash Items and

Other Items Impacting Comparability 4,765 30,837 20,588 96,811 58,383

Adjusted EBITDA $ 66,205 $ 79,325 $ 71,293 $ 282,795 $ 305,282

Selected Non-Cash Items andOther Items Impacting ComparabilityLoss on disposal or impairment, net $ 38 $ 9,993 $ 1,018 $ 16,048 $ 11,472

Loss from discontinued operations, net of income taxes — 1 — 1 4

Foreign currency transaction (gain) loss 1,088 132 659 4,759 (1,067)

Remove NGL equity losses (earnings) including loss (gain) on issuance of common units 6 (346) 38 (2,147) (11,416)Remove loss (gain) on sale or impairment of NGL units — — — 30,644 (14,517)NGL cash distribution — 4,839 — 4,873 19,074M&A transaction related costs — — 3,269 3,269 10,000Inventory valuation adjustments including equity method investees — 1,810 — — 3,187

Employee severance and relocation expense 499 48 534 2,128 90

Unrealized loss (gain) on derivative activities (5,107) 5,330 6,167 989 2,014

Depreciation and amortization included within equity earnings 5,071 6,173 7,283 26,031 25,307

Bankruptcy related expenses — — — — 224

Legal settlement expense — — — — 3,394Non-cash equity compensation 3,170 2,857 1,620 10,216 10,617Selected Non-Cash items and

Other Items Impacting Comparability $ 4,765 $ 30,837 $ 20,588 $ 96,811 $ 58,383

(1) Capitalized interest recorded for 4Q 2016 includes an immaterial out of period adjustment of $6.3 million related to the prior yearNote: 4Q 2016 cash expense: ~ $17 million interest, ~ $11 million maintenance capex, ~ $1 million income tax

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Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income $ 15,810 $ 6,057 $ 13,052 $ 59,951 $ 44,771

Add: Interest expense (income) (1,098) 254 154 (487) 778Add: Depreciation and amortization expense 6,140 8,822 6,309 24,483 35,500

EBITDA 20,852 15,133 19,515 83,947 81,049Selected Non-Cash Items and

Other Items Impacting Comparability 5,206 16,137 8,334 29,100 35,600Adjusted EBITDA $ 26,058 $ 31,270 $ 27,849 $ 113,047 $ 116,649

Selected Non-Cash Items and Other Items Impacting Comparability

Loss on disposal or impairment, net $ 38 $ 9,461 $ 1,018 $ 2,837 $ 9,621Inventory valuation adjustments including equity method investees — 455 — — 597Employee severance and relocation expense 97 48 33 232 75Depreciation and amortization included within

equity earnings 5,071 6,173 7,283 26,031 25,307Selected Non-Cash items and

Other Items Impacting Comparability $ 5,206 $ 16,137 $ 8,334 $ 29,100 $ 35,600

Crude - Transportation Segment

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Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income $ 11,756 $ 6,705 $ 7,697 $ 34,608 $ 27,928

Add: Interest expense 128 — — 128 —Add: Depreciation and amortization expense 1,996 1,603 1,982 7,781 5,829

EBITDA 13,880 8,308 9,679 42,517 33,757Selected Non-Cash Items and

Other Items Impacting Comparability — — 2 6 —Adjusted EBITDA $ 13,880 $ 8,308 $ 9,681 $ 42,523 $ 33,757

Selected Non-Cash Items and Other Items Impacting Comparability

Employee severance expense $ — $ — $ 2 $ 6 $ —Selected Non-Cash items and

Other Items Impacting Comparability $ — $ — $ 2 $ 6 $ —

Crude - Facilities Segment

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Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income (loss) $ 2,853 $ 2,598 $ (3,248) $ 18,436 $ 27,567

Add: Interest expense 302 132 186 810 462Add: Depreciation and amortization expense 59 40 46 185 159

EBITDA 3,214 2,770 (3,016) 19,431 28,188Selected Non-Cash Items and

Other Items Impacting Comparability (5,107) 6,685 6,167 1,216 4,491Adjusted EBITDA $ (1,893) $ 9,455 $ 3,151 $ 20,647 $ 32,679

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal or impairment, net $ — $ — $ — $ 227 $ (3)Employee severance expense — — — — 4Unrealized loss (gain) on derivative activities (5,107) 5,330 6,167 989 1,900Inventory valuation adjustments — 1,355 — — 2,590Selected Non-Cash items and

Other Items Impacting Comparability $ (5,107) $ 6,685 $ 6,167 $ 1,216 $ 4,491

Crude - Supply and Logistics Segment

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31

Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income (loss) $ 4,385 $ 16 $ 3,750 $ (5,664) $ 16,704

Add: Interest expense 3,283 3,538 3,367 13,636 13,162Add: Depreciation and amortization expense 8,966 8,705 9,079 36,170 31,803

EBITDA 16,634 12,259 16,196 44,142 61,669Selected Non-Cash Items and

Other Items Impacting Comparability 266 238 125 14,038 2,777Adjusted EBITDA $ 16,900 $ 12,497 $ 16,321 $ 58,180 $ 64,446

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal or impairment, net $ — $ (62) $ — $ 13,051 $ 1,832Employee severance expense — — — 13 —Non-cash equity compensation 266 300 125 974 945Selected Non-Cash items and

Other Items Impacting Comparability $ 266 $ 238 $ 125 $ 14,038 $ 2,777

SemGas Segment

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32

Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income $ 931 $ 3,646 $ 5,080 $ 11,612 $ 7,879

Add: Interest expense 937 2,243 2,175 6,749 10,742Add: Income tax expense 678 1,319 1,573 3,667 4,847Add: Depreciation and amortization expense 4,383 3,489 4,239 16,867 12,940

EBITDA 6,929 10,697 13,067 38,895 36,408Selected Non-Cash Items and

Other Items Impacting Comparability 369 397 124 1,257 773Adjusted EBITDA $ 7,298 $ 11,094 $ 13,191 $ 40,152 $ 37,181

Selected Non-Cash Items and Other Items Impacting Comparability

Gain on disposal or impairment, net $ — $ — $ — $ — $ (917)Foreign currency transaction (gain) loss — (1) — 5 103Employee severance — — 1 1 —Non-cash equity compensation 369 398 123 1,251 1,587Selected Non-Cash items and

Other Items Impacting Comparability $ 369 $ 397 $ 124 $ 1,257 $ 773

SemCAMS Segment

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33

Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income (loss) $ (155) $ 1,276 $ 948 $ (900) $ (1,624)

Add: Interest expense 407 405 456 1,592 1,746Add: Income tax expense (benefit) 91 (1,823) (601) (724) (2,195)Add: Depreciation and amortization expense 1,853 2,176 1,880 7,676 8,543

EBITDA 2,196 2,034 2,683 7,644 6,470Selected Non-Cash Items and

Other Items Impacting Comparability 1,148 598 686 4,083 1,399Adjusted EBITDA $ 3,344 $ 2,632 $ 3,369 $ 11,727 $ 7,869

Selected Non-Cash Items and Other Items Impacting Comparability

Foreign currency transaction loss $ 1,006 $ 425 $ 647 $ 3,554 $ 799Non-cash equity compensation 142 173 39 529 600Selected Non-Cash items and

Other Items Impacting Comparability $ 1,148 $ 598 $ 686 $ 4,083 $ 1,399

SemLogistics Segment

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34

Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net income $ 2,068 $ 42 $ 1,491 $ 5,442 $ 8,725

Add: Interest expense — — 43 43 46Add: Income tax expense 534 215 349 1,684 2,611Add: Depreciation and amortization expense 930 993 932 3,752 4,076

EBITDA 3,532 1,250 2,815 10,921 15,458Selected Non-Cash Items and

Other Items Impacting Comparability 199 234 72 885 1,193Adjusted EBITDA $ 3,731 $ 1,484 $ 2,887 $ 11,806 $ 16,651

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal of long-lived assets, net $ — $ (20) $ — $ (67) $ 85Foreign currency transaction loss 59 111 30 498 605Non-cash equity compensation 140 143 42 454 503Selected Non-Cash items and

Other Items Impacting Comparability $ 199 $ 234 $ 72 $ 885 $ 1,193

SemMaterials México Segment

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35

Non-GAAP Financial Data Reconciliations

(in thousands, unaudited) Three Months Ended Year EndedDecember 31, September 30, December 31,

2016 2015 2016 2016 2015Net loss $ (25,648) $ (21,317) $ (33,402) $ (110,223) $ (89,138)

Add: Interest expense 4,586 12,520 12,136 40,179 42,739Add: Income tax expense 14,816 4,210 10,577 6,641 28,267Add: Depreciation and amortization expense 449 624 455 1,890 2,032

EBITDA (5,797) (3,963) (10,234) (61,513) (16,100)Selected Non-Cash Items and

Other Items Impacting Comparability 2,684 6,548 5,078 46,226 12,154Adjusted EBITDA $ (3,113) $ 2,585 $ (5,156) $ (15,287) $ (3,946)

Selected Non-Cash Items and Other Items Impacting Comparability

Loss on disposal or impairment, net $ — $ 614 $ — $ — $ 854Loss from discontinued operations, net of income taxes — 1 — 1 4Foreign currency transaction (gain) loss 23 (403) (18) 702 (2,574)Remove NGL equity losses (earnings) including gain (loss) on issuanceof common units 6 (346) 38 (2,147) (11,416)Remove loss (gain) on impairment or sale of NGL units — — — 30,644 (14,517)NGL cash distribution — 4,839 — 4,873 19,074M&A transaction related costs — — 3,269 3,269 10,000Employee severance and relocation expense 402 — 498 1,876 15Unrealized loss on derivative activities — — — — 114Bankruptcy related expenses — — — — 224Legal settlement expense — — — — 3,394Non-cash equity compensation 2,253 1,843 1,291 7,008 6,982Selected Non-Cash items and

Other Items Impacting Comparability $ 2,684 $ 6,548 $ 5,078 $ 46,226 $ 12,154

Corporate & Other Segment

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(in thousands, unaudited) Three Months EndedMarch 31, 2016

Crude -Transportation

Crude -Facilities

Crude -Supply andLogistics SemCAMS SemLogistics SemMexico SemGas

Corporateand Other Consolidated

Net income (loss) $ 19,295 $ 7,705 $ 13,461 $ 3,276 $ (246) $ 696 $ (13,474) $ (35,606) $ (4,893)Add: Interest expense 264 — 140 1,706 376 — 3,555 11,536 17,577Add: Income tax expense (benefit) — — — 965 59 607 — (23,038) (21,407)Add: Depreciation and amortization expense 5,860 1,882 40 3,951 1,960 941 8,927 490 24,051EBITDA 25,419 9,587 13,641 9,898 2,149 2,244 (992) (46,618) 15,328Selected Non-Cash Items and Other Items Impacting Comparability 6,606 — (4,321) 383 687 370 13,391 45,224 62,340Adjusted EBITDA $ 32,025 $ 9,587 $ 9,320 $ 10,281 $ 2,836 $ 2,614 $ 12,399 $ (1,394) $ 77,668

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal of long-lived assets, net $ 67 $ — $ 227 $ — $ — $ (39) $ 13,052 $ — $ 13,307Loss from discontinued operations, net of income taxes — — — — — — — 2 2Foreign currency transaction loss — — — 6 510 256 — 697 1,469Remove NGL equity earnings including gain on issuance of common units — — — — — — — (2,191) (2,191)Remove gain on sale of NGL units — — — — — — — 39,764 39,764NGL cash distribution — — — — — — — 4,873 4,873Employee severance and relocation expense — — — — — — — 259 259Unrealized gain on derivative activities — — (4,548) — — — — — (4,548)Depreciation and amortization included within equity earnings 6,539 — — — — — — — 6,539Non-cash equity compensation — — — 377 177 153 339 1,820 2,866Selected Non-Cash Items and Other Items Impacting Comparability $ 6,606 $ — $ (4,321) $ 383 $ 687 $ 370 $ 13,391 $ 45,224 $ 62,340

Reconciliation of Net Income to Adjusted EBITDA

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(in thousands, unaudited) Three Months EndedJune 30, 2016

Crude -Transportation

Crude -Facilities

Crude -Supply andLogistics SemCAMS SemLogistics SemMexico SemGas

Corporateand Other Consolidated

Net income (loss) $ 11,794 $ 7,450 $ 5,370 $ 2,325 $ (1,447) $ 1,187 $ (325) $ (15,567) $ 10,787

Add: Interest expense 193 — 182 1,931 353 — 3,431 11,921 18,011

Add: Income tax expense (benefit) — — — 451 (273) 194 — 4,286 4,658

Add: Depreciation and amortization expense 6,174 1,921 40 4,294 1,983 949 9,198 496 25,055

EBITDA 18,161 9,371 5,592 9,001 616 2,330 12,304 1,136 58,511Selected Non-Cash Items and Other Items Impacting Comparability 8,954 4 4,477 381 1,562 244 256 (6,757) 9,121

Adjusted EBITDA $ 27,115 $ 9,375 $ 10,069 $ 9,382 $ 2,178 $ 2,574 $ 12,560 $ (5,621) $ 67,632

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal of long-lived assets, net $ 1,714 $ — $ — $ — $ — $ (28) $ (1) $ — $ 1,685

Loss from discontinued operations, net of income taxes — — — — — — — 2 2

Foreign currency transaction (gain) loss — — — (1) 1,391 153 — — 1,543

Remove NGL equity earnings including gain on issuance of common units — — — — — — — (9,120) (9,120)

Employee severance expense 102 4 — — — — 13 717 836

Unrealized loss on derivative activities — — 4,477 — — — — — 4,477Depreciation and amortization included within equity earnings 7,138 — — — — — — — 7,138

Non-cash equity compensation — — — 382 171 119 244 1,644 2,560Selected Non-Cash Items and Other Items Impacting Comparability $ 8,954 $ 4 $ 4,477 $ 381 $ 1,562 $ 244 $ 256 $ (6,757) $ 9,121

Reconciliation of Net Income to Adjusted EBITDA

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(in thousands, unaudited) Year EndedDecember 31, 2014

Crude -Transportation

Crude -Facilities

Crude -Supply andLogistics SemCAMS SemLogistics SemMexico SemGas

Corporateand Other Consolidated

Net income (loss) $ 31,301 $ 26,921 $ 24,610 $ 14,318 $ (10,072) $ 5,900 $ 6,792 $ (47,713) $ 52,057Add: Interest expense (income) 11,727 — 502 13,558 1,528 166 8,570 12,993 49,044Add: Income tax expense (benefit) — — — 3,135 (2,231) 4,053 — 41,556 46,513Add: Depreciation and amortization expense 33,679 5,365 549 14,295 10,005 6,031 26,353 2,120 98,397EBITDA 76,707 32,286 25,661 45,306 (770) 16,150 41,715 8,956 246,011Selected Non-Cash Items and Other Items Impacting Comparability 21,582 (34) 4,004 590 (1,083) 621 21,053 (5,303) 41,430Adjusted EBITDA $ 98,289 $ 32,252 $ 29,665 $ 45,896 $ (1,853) $ 16,771 $ 62,768 $ 3,653 $ 287,441

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal of long-lived assets, net $ 467 $ (34) $ (42) $ (950) $ (2,490) $ (53) $ 20,092 $ 15,602 $ 32,592Loss (income) from discontinued operations, net of income taxes — — — — (1) — — 2 1Foreign currency transaction (gain) loss — — — 42 821 279 — (1,228) (86)Remove NGL equity earnings including gain on issuance of common units — — — — — — — (31,363) (31,363)Remove gain on sale of NGL units — — — — — — — (34,211) (34,211)NGL cash distribution — — — — — — — 23,404 23,404Employee severance expense 9 — — 150 — — 41 20 220Unrealized loss (gain) on derivative activities — — (1,621) — — — — (113) (1,734)Change in fair value of warrants — — — — — — — 13,423 13,423Depreciation and amortization included within equity earnings 18,992 — — — — — — — 18,992Inventory valuation adjustment including equity method investees 2,114 — 5,667 — — — — — 7,781Recovery of receivables written off at emergence — — — (664) — — — — (664)Bankruptcy related expenses — — — — — — 150 1,160 1,310Charitable contributions — — — — — — — 3,379 3,379Non-cash equity compensation — — — 2,012 587 395 770 4,622 8,386Selected Non-Cash Items and Other Items Impacting Comparability $ 21,582 $ (34) $ 4,004 $ 590 $ (1,083) $ 621 $ 21,053 $ (5,303) $ 41,430

Reconciliation of Net Income to Adjusted EBITDA