Sem group earnings presentation 2q 2017 final

Second Quarter2017 ResultsEarnings Conference Call

August 7, 2017

Second Quarter 2017 Results

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 whichare 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 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 resultsof 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 ofitems in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do notrepresent 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.

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 considernon-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 themost comparable GAAP measure and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access tothe same 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, cannotbe accurately forecasted. We do not expect that such amounts would be significant to Adjusted EBITDA as they are largely non-cash items.

2


Certain matters contained in this Press Release 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, our ability to generate sufficient cash flow fromoperations 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 demandfor, 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 generalmarket conditions and the credit ratings for our debt obligations and equity; the failure to realize the anticipated benefits of our acquisition of HFOTCO LLC doingbusiness as Houston Fuel Oil Terminal Company (“HFOTCO”); our ability to pay the second payment related to our HFOTCO acquisition and the consequences ofour failing to do so; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirementsand performance of our investments and joint ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale orderivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleumproducts; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements, continuing covenantagreement, and the indentures governing our notes, including requirements under our credit agreements to maintain certain financial ratios; our ability to renew orreplace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that theconstruction or acquisition of new assets may not result in the corresponding anticipated revenue increases; any future impairment of goodwill resulting from theloss of customers or business; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involvingour information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., includingpolitical and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure tocomply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activitiesmay result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factorsdiscussed 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 press release, which reflect management’s opinions only asof 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.

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

Forward-Looking Information

3

http://ir.semgroupcorp.com


Achieving Significant Progress

Ñ Base business performed as expected for 2Q 2017

Ñ Successfully completed the acquisition of Houston Fuel Oil Terminal Co. (HFOTCO)• Strategic platform with stabilizing and strengthening cash flows• Provides SEMG optionality for growth

Ñ Maurepas Pipeline construction completed, underpinned with multi-decade take-or-pay contract

Ñ Substantial construction progress on the STACK Crude Omega & SemGas Canton pipelines, which will increase utilization of existing assets

Ñ Continual progress on SemCAMS' Wapiti Gas Plant adding to our significant Duvernay and Montney footprint

Executing strategic plan to diversify cash flows and expand growth opportunities

Overview

4


HFOTCO UpdateSemGroup completed the acquisition of HFOTCO, one of the largest oil terminals in the U.S. on July 17, 2017

Ñ Initial consideration of $1.5 billion, comprised of:• $301 million cash payment, funded from SEMG’s revolving credit facility• Assumption of $761 million of existing HFOTCO net debt• Issuance of 12.4 million common shares to Alinda(1)

Ñ Second payment of $600(2) million cash due by the year-end 2018• SEMG focused on funding the second payment in the near-term• Preferred options under consideration: non-core asset sales, partnerships and/or joint venture of assets and

structured equity

Ñ Integration plan on track• HFOTCO management team retained, 2017 performance on track with expected Adjusted EBITDA contribution of $60

million post-close • Growth projects on budget and on time, 2017 contract renewals nearly complete and long-term guidance for

2018-19 unchanged

ü Significantly enhances scale and diversifies business with refinery facing take-or-pay cash flows

ü Highly stable and growing cash flows

ü Establishing SemGroup’s position in the premier energy market, the Houston Ship Channel

51) Number of common shares issued based on predetermined price of $32.30 per share2) 5% per annum discount if paid prior to 12/31/2018

Executing on SemGroup Strategic Plan


Key Projects Update Ñ Maurepas Pipeline ~ $500 million(1)

• Pipeline construction of all three pipelines is complete • 24” crude pipeline is operational and cash flowing• 6” and 12” product pipelines are complete and expected to begin contributing in September

Ñ STACK Crude Omega Pipeline ~ $30 million(1) • Right of way and surveys complete• Tank construction at Omega and Ruby stations are progressing on schedule• Expected completion late 4Q 2017

Ñ STACK SemGas Canton Pipeline ~ $60 million(1) • Recently executed long-term gathering and processing contract with dedicated acreage in

Blaine and Major counties• Expected completion late 4Q 2017

Ñ Wapiti Gas Plant ~ $225-250 million(1) • Site work continues to progress• Expected completion 2Q 2019

Ñ HFOTCO Projects ~ $120 million(2) • Ship Dock #5 and 1.45 mmbbls crude storage • Backstopped by long-term contract with credit worthy counterparty• Expected completion mid-2018

61) Expected total project spend2) Expected total project spend; reflects SEMG portion of HFOTCO projects


Ñ SemCAMS - increased nearly $4 million due to take-or-pay true-ups, partially offset by lower capitalfee revenue related to K3 plant turnaround

Ñ SemGas - increased largely due to a $2.5 million one-time contractual true-up, partially offset bylower volumes

Ñ Crude Supply & Logistics - results reflect continued pressure on marketing differentials Ñ SemLogistics - down approximately $1 million primarily due to lower throughput revenue


Segment Adjusted EBITDA 2Q 2017 1Q 2017Crude - Transportation $ 25.2 $ 25.7Crude - Facilities 8.9 9.0Crude - Supply and Logistics (3.5) (3.5)SemGas 17.0 16.1SemCAMS 15.9 12.5SemLogistics 3.1 3.9SemMaterials Mexico 1.9 2.0Corporate and Other (3.1) (5.0)

$ 65.4 $ 60.7

As Reported (in millions, excluding EPS, unaudited) 2Q 2017 1Q 2017Net income (loss) attributable to SemGroup $ 9.6 $ (10.3)Net income (loss) per share - diluted $ 0.15 $ (0.16)EBITDA(1) $ 52.3 $ 28.3Selected Non-Cash Items and Other Items Impacting Comparability(1) $ 13.1 $ 32.4Adjusted EBITDA(1) $ 65.4 $ 60.7Dividend per Share $ 0.45 $ 0.45

71) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation


Second Quarter ActualsÑ SEMG Standalone

• SEMG covenant net leverage 3.7x (target 4.5x; max 5.5x)• SEMG available liquidity ~ $850 million

Pro Forma Leverage and Liquidity (including HFOTCO Acquisition)Ñ SEMG Second Quarter 2017 Pro Forma

• SEMG covenant net leverage 3.8x (target 4.5x; max 5.5x)• SEMG consolidated net leverage 5.2x• Ratings: B2 / B+ (stable) • Consolidated available liquidity ~ $630 million

Ñ HFOTCO Standalone Second Quarter 2017 Actuals• HFOTCO covenant net leverage 6.8x (max 7.5x)• Ratings: Ba3 / BB- (stable)

Leverage and Liquidity

8


Crude • Average Cushing storage rate: $0.33/barrel/month• Maurepas Pipeline: completed• Transportation volumes(3): flat year over year• White Cliffs Pipeline volumes: 100-110k bpd• Glass Mountain Pipeline volumes: 75-80k bpd

SemGas • N. Oklahoma processing volumes: 260-280 mmcf/d

SemCAMS • Processing volumes: 400-420 mmcf/d• K3 plant turnaround - completed 2Q 2017

HFOTCO• Acquisition effective July 17, 2017, includes ~$60

million of Adjusted EBITDA post-close

Cash Taxes• Approximately $5 million, related to foreign subs

Adjusted EBITDA $330 million - $350 million

Updated 2017 Adjusted EBITDA Guidance

9

1) 2017 Adjusted EBITDA guidance narrowed, primarily due to the continued softness in the crude supply & logistics markets and the timing of Maurepas cash flows2) HFOTCO Adjusted EBITDA of $60 million reflects post-close contribution; $115 million full-year 20173) Transportation volumes excludes Maurepas Pipeline and JV assets (White Cliffs and Glass Mountain Pipeline)

$400

$300

$200

$100

(inm

illio

ns)

Initial 2017E (narrowed) HFOTCO 2017E Updated 2017E

$60

$330 - $350

$270 - $290

(2)(1)


Key Committed Projects

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

Natural Gas Projects• Wapiti Sour Gas Plant ~ completion 2Q 2019: $80 million• KA Plant projects: $25 million • N. Oklahoma gathering projects: $20 million• STACK SemGas Canton Pipeline ~ completion late 4Q 2017: $60 million

HFOTCO(2)

• Ship Dock #5: $35 million ~ completion mid-2018• 1.45 mmbbls crude storage: $20 million ~ completion mid-2018

Updated 2017 Capital Expenditure Guidance$575 million Capex Spend on Strategic Crude and Natural Gas Projects

101) Reflects SemGroup's 50% of capital contributions to the joint venture2) Reflects SemGroup's spend post-close of acquisition

Maurepas Pipeline

Crude

HFOTCO

Natural Gas

Other Growth Projects

Maintenance

$18031%

$6511%

$7513%

$18532%

$102%

$6010%11%


Delivering Long-Term Value

11

Ñ Transforming SemGroup from an upstream dependent company to a premier diversified energy infrastructure companyÑ Adding growth paths in exciting new areas:

• Houston Ship Channel◦ Deep water access, pipeline connectivity and world class residual fuel oil terminal

• Mississippi River◦ 24” crude pipeline connecting St. James to refineries who value crude optionality

• STACK Play◦ Crude and gas pipelines, backed by investment-grade counterparties and driven by a

robust production environment continuing to develop in the STACK• Duvernay/Montney

◦ Leveraging SemCAMS' unique and valued high-sulphur gas processing footprint andpipeline transport capacity

Appendix

12


Over 70% of SemGroup's pro forma revenue isderived from investment grade counterparties

Over 95% of total LTM gross margin fromfee based cash flows

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

Take or Pay Fixed Fee POP/Marketing

700

600

500

400

300

200

100

0

($in

mill

ions

)

2014 2015 2016 Pro Forma 2017 Investment Grade

Non-Investment Grade

72%

28%51%

38%

11%11%

59%

30%

64%

13%

23%

Company Strengths

13

1) LTM June 30, 2017, pro forma HFOTCO acquisition2) Counterparty ratings LTM June 30, 2017 pro forma HFOTCO acquisition; excludes SemLogistics and SemMaterials Mexico

13

Counterparty Strength(2)Stable Cash Flows(1)

42%

53%

5%

HFOTCO increases SEMG's portion of cash flows with fixed-fee, contractedarrangements from credit-worthy counterparties


2016 2017

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

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

1) Weighted average term of storage contracts2) Volumes on 100% owned pipelines3) Reflects 100% throughput on Joint Venture pipelines

Crude Key Performance MetricsSupply and Logistics Volumes

250200150100

500

(Tho

usan

dB

arre

lspe

rDay

)

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

209.8 198.5 206.7 197.7241.1 232.6

Pipelines Field Services

Transportation Volumes

250200150100

500

(Tho

usan

dB

arre

lspe

rDay

)

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

102.4 111.3 104.6 96.4 88.0 89.9

93.8

196.2

86.3

197.6

97.1

201.7

99.6

196.0

91.2

179.2

92.1

182.0

White Cliffs Pipeline Glass Mountain Pipeline

Joint Venture Transportation Volumes

250200150100

500

(Tho

usan

dB

arre

lspe

rDay

)

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

142.3 124.9 114.9 115.0 111.1 107.3

58.9201.2

52.5177.4

52.5167.4

58.3173.3

72.5

183.6

81.5

188.8

Facilities - Cushing Storage 7.6 million Barrels Capacity

14

2016 2017 2016 2017(2)

(3)

2016 2017


SemGas Northern OK Avg Processed Volume

SemCAMS Average Throughput Volume

Natural Gas Key Performance Metrics

K3 Plant KA Plant Capacity

600500400300200100

0

(mm

cf/d

)

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

270.4157.0 253.5 253.7 260.7 171.1

114.3384.7

147.1304.1 135.0

388.5143.1396.8

146.9407.6

172.2343.3

Capacity Processing Volumes

600500400300200100

0

(mm

cf/d

)

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

325.9 290.6 284.4 284.2 273.6 262.8

(1)

151) Lower volumes related to an unplanned shutdown at our K3 plant during June 20162) Scheduled plant turnaround at K3

2016 2017

2016 2017

(2)


Leverage and Liquidity(in millions, unaudited)

Standalone6/30/2017 Adjustments

Pro Forma6/30/2017

SemGroup (B2 / B+)(1)

Revolving Credit Facility - $1.0 Billion due 2021 $ 164 $ 301 $ 4655.625% Senior unsecured notes due 2022 400 4005.625% Senior unsecured notes due 2023 350 3506.375% Senior unsecured notes due 2025 325 325

Total SEMG Debt $ 1,239 $ 1,540

HFOTCO (Ba3 / BB-)(1)

Revolving Credit Facility - $75 Million due 2019Term Loan due 2021 $ 535Hurricane Ike Bonds due 2050 225

Total HFOTCO Debt $ 760

Leverage MetricsSEMG Covenant Net Leverage Ratio (max 5.5x)(3) 3.7x 3.8x

HFOTCO Covenant Net Leverage Ratio (max 7.5x)(4) 6.8x

Consolidated Net Leverage Ratio 3.7x 5.2x

LiquiditySEMG Available Liquidity(5) $ 850 $ 549HFOTCO Available Liquidity 79

Consolidated Available Liquidity $ 850 $ 628

1) Corporate Family Rating2) SemGroup completed the initial payment, which consisted of $301 million cash payment, funded from SEMG's revolving credit facility 3) Calculated per SEMG revolving credit agreement definitions, which includes material project adjustments ~$50 million and LTM Pro Forma HFOTCO distributions received ~$70 million4) Calculated per HFOTCO revolving credit agreement definitions5) Available liquidity excludes SemMaterials Mexico cash and is reduced for outstanding letters of credit

16

(2)


Consolidated Balance Sheets

(in thousands, unaudited, condensed) June 30, 2017

December 31, 2016

ASSETSCurrent assets $ 543,126 $ 635,874Property, plant and equipment, net 1,948,787 1,762,072Goodwill and other intangible assets 180,441 185,208Equity method investments 430,514 434,289Other noncurrent assets, net 63,350 57,529Total assets $ 3,166,218 $ 3,074,972

LIABILITIES AND OWNERS' EQUITYCurrent liabilities:

Current portion of long-term debt $ 28 $ 26Other current liabilities 455,446 488,329

Total current liabilities 455,474 488,355

Long-term debt, excluding current portion 1,215,244 1,050,918Other noncurrent liabilities 90,101 89,734Total liabilities 1,760,819 1,629,007

Total owners' equity 1,405,399 1,445,965Total liabilities and owners' equity $ 3,166,218 $ 3,074,972

17


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

June 30, March 31, June 30,2017 2016 2017 2017 2016

Revenues $ 473,089 $ 287,377 $ 456,100 $ 929,189 $ 602,228Expenses:

Costs of products sold, exclusive of depreciation and amortization shown below 340,107 176,842 348,998 689,105 373,789Operating 73,346 54,707 52,083 125,429 104,899General and administrative 26,752 20,775 21,644 48,396 41,835Depreciation and amortization 25,602 25,055 24,599 50,201 49,106Loss (gain) on disposal or impairment, net (234) 1,685 2,410 2,176 14,992Total expenses 465,573 279,064 449,734 915,307 584,621

Earnings from equity method investments 17,753 17,078 17,091 34,844 40,149Loss on issuance of common units by equity method investee — — — — (41)Operating income 25,269 25,391 23,457 48,726 57,715Other expenses, net 12,033 9,944 33,639 45,672 68,566Income (loss) from continuing operations before income taxes 13,236 15,447 (10,182) 3,054 (10,851)Income tax expense (benefit) 3,625 4,658 95 3,720 (16,749)Income (loss) from continuing operations 9,611 10,789 (10,277) (666) 5,898Loss from discontinued operations, net of income taxes — (2) — — (4)Net income (loss) 9,611 10,787 (10,277) (666) 5,894

Less: net income attributable to noncontrolling interests — 1,922 — — 10,942Net income (loss) attributable to SemGroup Corporation 9,611 8,865 (10,277) (666) (5,048)Net income (loss) attributable to SemGroup Corporation 9,611 8,865 (10,277) (666) (5,048)Other comprehensive income, net of income taxes 8,952 6,591 6,033 14,985 2,482Comprehensive income (loss) attributable to SemGroup Corporation $ 18,563 $ 15,456 $ (4,244) $ 14,319 $ (2,566)Net income (loss) per common share:

Basic $ 0.15 $ 0.20 $ (0.16) $ (0.01) $ (0.11)Diluted $ 0.15 $ 0.19 $ (0.16) $ (0.01) $ (0.11)

Weighted average shares (thousands):Basic 65,749 45,236 65,692 65,717 44,553Diluted 66,277 45,647 65,692 65,717 44,553

18


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

19


Non-GAAP Adjusted EBITDA Calculation

(in thousands, unaudited) Three Months Ended Six Months EndedJune 30, March 31, June 30,

Reconciliation of net income to Adjusted EBITDA: 2017 2016 2017 2017 2016Net income (loss) $ 9,611 $ 10,787 $ (10,277) $ (666) $ 5,894

Add: Interest expense 13,477 18,011 13,867 27,344 35,588Add: Income tax expense (benefit) 3,625 4,658 95 3,720 (16,749)Add: Depreciation and amortization expense 25,602 25,055 24,599 50,201 49,106

EBITDA 52,315 58,511 28,284 80,599 73,839Selected Non-Cash Items and

Other Items Impacting Comparability 13,095 9,121 32,383 45,478 71,461Adjusted EBITDA $ 65,410 $ 67,632 $ 60,667 $ 126,077 $ 145,300

Selected Non-Cash Items andOther Items Impacting ComparabilityLoss (gain) on disposal or impairment, net $ (234) $ 1,685 $ 2,410 $ 2,176 $ 14,992Loss from discontinued operations, net of income taxes — 2 — — 4Foreign currency transaction loss (gain) (1,011) 1,543 — (1,011) 3,012Remove NGL equity earnings including loss on issuance of commonunits (6) — (3) (9) (2,191)Remove loss (gain) on sale or impairment of NGL units — (9,120) — — 30,644NGL cash distribution — — — — 4,873M&A transaction related costs 5,453 — — 5,453 —Employee severance and relocation expense 312 836 558 870 1,095Unrealized loss (gain) on derivative activities (928) 4,477 27 (901) (71)Depreciation and amortization included within equity earnings 6,698 7,138 6,712 13,410 13,677Non-cash equity compensation 2,803 2,560 2,757 5,560 5,426Loss on early extinguishment of debt 8 — 19,922 19,930 —Selected Non-Cash items and

Other Items Impacting Comparability $ 13,095 $ 9,121 $ 32,383 $ 45,478 $ 71,461

20 Note: 2Q 2017 cash expense: ~ $18 million interest, ~ $12 million maintenance capex, ~ $2 million income tax


Non-GAAP Financial Data Reconciliations


2017 2016 2017 2017 2016Net income $ 13,520 $ 11,794 $ 12,242 $ 25,762 $ 31,089

Add: Interest expense (income) (1,470) 193 (1,305) (2,775) 457Add: Depreciation and amortization expense 6,498 6,174 5,927 12,425 12,034


Other Items Impacting Comparability 6,683 8,954 8,788 15,471 15,560Adjusted EBITDA $ 25,231 $ 27,115 $ 25,652 $ 50,883 $ 59,140

Selected Non-Cash Items and Other Items Impacting Comparability

Loss (gain) on disposal or impairment, net $ (15) $ 1,714 $ 1,961 $ 1,946 $ 1,781Employee severance and relocation expense — 102 115 115 102Depreciation and amortization included within

equity earnings 6,698 7,138 6,712 13,410 13,677Selected Non-Cash items and

Other Items Impacting Comparability $ 6,683 $ 8,954 $ 8,788 $ 15,471 $ 15,560

Crude - Transportation Segment

21




2017 2016 2017 2017 2016Net income $ 6,690 $ 7,450 $ 6,884 $ 13,574 $ 15,155

Add: Interest expense 165 — 134 299 —Add: Depreciation and amortization expense 2,022 1,921 1,944 3,966 3,803


Other Items Impacting Comparability — 4 54 54 4Adjusted EBITDA $ 8,877 $ 9,375 $ 9,016 $ 17,893 $ 18,962


Employee severance expense $ — $ 4 $ 54 $ 54 $ 4Selected Non-Cash items and

Other Items Impacting Comparability $ — $ 4 $ 54 $ 54 $ 4

Crude - Facilities Segment

22




2017 2016 2017 2017 2016Net income (loss) $ (2,941) $ 5,370 $ (3,961) $ (6,902) $ 18,831

Add: Interest expense 327 182 257 584 322Add: Depreciation and amortization expense 78 40 62 140 80

EBITDA (2,536) 5,592 (3,642) (6,178) 19,233Selected Non-Cash Items and

Other Items Impacting Comparability (928) 4,477 170 (758) 156Adjusted EBITDA $ (3,464) $ 10,069 $ (3,472) $ (6,936) $ 19,389


Loss on disposal or impairment, net $ — $ — $ — $ — $ 227Employee severance expense — — 143 143 —Unrealized loss (gain) on derivative activities (928) 4,477 27 (901) (71)Selected Non-Cash items and

Other Items Impacting Comparability $ (928) $ 4,477 $ 170 $ (758) $ 156

Crude - Supply and Logistics Segment

23




2017 2016 2017 2017 2016Net income (loss) $ 4,459 $ (325) $ 3,673 $ 8,132 $ (13,799)

Add: Interest expense 3,096 3,431 3,149 6,245 6,986Add: Depreciation and amortization expense 9,099 9,198 8,927 18,026 18,125


Other Items Impacting Comparability 347 256 318 665 13,647Adjusted EBITDA $ 17,001 $ 12,560 $ 16,067 $ 33,068 $ 24,959


Loss (gain) on disposal or impairment, net $ — $ (1) $ 21 $ 21 $ 13,051Employee severance expense 45 13 — 45 13Non-cash equity compensation 302 244 297 599 583Selected Non-Cash items and

Other Items Impacting Comparability $ 347 $ 256 $ 318 $ 665 $ 13,647

SemGas Segment

24




2017 2016 2017 2017 2016Net income $ 6,652 $ 2,325 $ 3,506 $ 10,158 $ 5,601

Add: Interest expense 2,111 1,931 2,162 4,273 3,637Add: Income tax expense 2,267 451 1,424 3,691 1,416Add: Depreciation and amortization expense 4,434 4,294 4,496 8,930 8,245


Other Items Impacting Comparability 429 381 932 1,361 764Adjusted EBITDA $ 15,893 $ 9,382 $ 12,520 $ 28,413 $ 19,663


Loss on disposal or impairment, net $ — $ — $ 445 $ 445 $ —Foreign currency transaction loss (gain) (12) (1) 8 (4) 5Employee severance 1 — — 1 —Non-cash equity compensation 440 382 479 919 759Selected Non-Cash items and

Other Items Impacting Comparability $ 429 $ 381 $ 932 $ 1,361 $ 764

SemCAMS Segment

25




2017 2016 2017 2017 2016Net income (loss) $ 1,040 $ (1,447) $ 1,285 $ 2,325 $ (1,693)

Add: Interest expense 561 353 522 1,083 729Add: Income tax expense (benefit) 372 (273) 381 753 (214)Add: Depreciation and amortization expense 1,901 1,983 1,815 3,716 3,943

EBITDA 3,874 616 4,003 7,877 2,765Selected Non-Cash Items and

Other Items Impacting Comparability (772) 1,562 (64) (836) 2,249Adjusted EBITDA $ 3,102 $ 2,178 $ 3,939 $ 7,041 $ 5,014


Foreign currency transaction (gain) loss $ (914) $ 1,391 $ (259) $ (1,173) $ 1,901Non-cash equity compensation 142 171 195 337 348Selected Non-Cash items and

Other Items Impacting Comparability $ (772) $ 1,562 $ (64) $ (836) $ 2,249

SemLogistics Segment

26




2017 2016 2017 2017 2016Net income $ 633 $ 1,187 $ 406 $ 1,039 $ 1,883

Add: Income tax expense 525 194 217 742 801Add: Depreciation and amortization expense 1,022 949 937 1,959 1,890


Other Items Impacting Comparability (281) 244 391 110 614Adjusted EBITDA $ 1,899 $ 2,574 $ 1,951 $ 3,850 $ 5,188


Gain on disposal of long-lived assets, net $ (211) $ (28) $ (17) $ (228) $ (67)Foreign currency transaction (gain) loss (84) 153 252 168 409Non-cash equity compensation 14 119 156 170 272Selected Non-Cash items and

Other Items Impacting Comparability $ (281) $ 244 $ 391 $ 110 $ 614

SemMaterials México Segment

27




2017 2016 2017 2017 2016Net loss $ (20,442) $ (15,567) $ (34,312) $ (54,754) $ (51,173)

Add: Interest expense 8,687 11,921 8,948 17,635 23,457Add: Income tax expense (benefit) 461 4,286 (1,927) (1,466) (18,752)Add: Depreciation and amortization expense 548 496 491 1,039 986

EBITDA (10,746) 1,136 (26,800) (37,546) (45,482)Selected Non-Cash Items and

Other Items Impacting Comparability 7,617 (6,757) 21,794 29,411 38,467Adjusted EBITDA $ (3,129) $ (5,621) $ (5,006) $ (8,135) $ (7,015)


Gain on disposal or impairment, net $ (8) $ — $ — $ (8) $ —Loss from discontinued operations, net of income taxes — 2 — — 4Foreign currency transaction (gain) loss (1) — (1) (2) 697Remove NGL equity earnings including loss on issuance of commonunits (6) — (3) (9) (2,191)Remove loss on impairment or sale of NGL units — (9,120) — — 30,644NGL cash distribution — — — — 4,873M&A transaction related costs 5,453 — — 5,453 —Employee severance and relocation expense 266 717 246 512 976Non-cash equity compensation 1,905 1,644 1,630 3,535 3,464Loss on early extinguishment of debt 8 — 19,922 19,930 —Selected Non-Cash items and

Other Items Impacting Comparability $ 7,617 $ (6,757) $ 21,794 $ 29,411 $ 38,467

Corporate & Other Segment

28


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

Crude -Transportation

Crude -Facilities

Crude -Supply andLogistics SemCAMS SemLogistics SemMexico SemGas

Corporateand Other Consolidated

Net income (loss) $ 13,052 $ 7,697 $ (3,248) $ 5,080 $ 948 $ 1,491 $ 3,750 $ (33,402) $ (4,632)

Add: Interest expense 154 — 186 2,175 456 43 3,367 12,136 18,517

Add: Income tax expense (benefit) — — — 1,573 (601) 349 — 10,577 11,898

Add: Depreciation and amortization expense 6,309 1,982 46 4,239 1,880 932 9,079 455 24,922

EBITDA 19,515 9,679 (3,016) 13,067 2,683 2,815 16,196 (10,234) 50,705Selected Non-Cash Items and Other Items Impacting Comparability 8,334 2 6,167 124 686 72 125 5,078 20,588

Adjusted EBITDA $ 27,849 $ 9,681 $ 3,151 $ 13,191 $ 3,369 $ 2,887 $ 16,321 $ (5,156) $ 71,293


Loss (gain) on disposal of long-lived assets, net $ 1,018 $ — $ — $ — $ — $ — $ — $ — $ 1,018Foreign currency transaction (gain) loss — — — — 647 30 — (18) 659Remove NGL equity losses including gain on issuance of common units — — — — — — — 38 38Employee severance expense 33 2 — 1 — — — 498 534Unrealized loss on derivative activities — — 6,167 — — — — — 6,167M&A transaction related costs 3,269 3,269Depreciation and amortization included within equity earnings 7,283 — — — — — — — 7,283Non-cash equity compensation — — — 123 39 42 125 1,291 1,620Selected Non-Cash Items and Other Items Impacting Comparability $ 8,334 $ 2 $ 6,167 $ 124 $ 686 $ 72 $ 125 $ 5,078 $ 20,588

Reconciliation of Net Income to Adjusted EBITDA

29