CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

We have outstanding $300 million of 7.50% senior unsecured notes due 2021 (the “Notes”). The Notes are guaranteed by certain of our subsidiaries as follows: SemGas, L.P., SemCanada, L.P., SemCanada II, L.P., SemMaterials, L.P., SemGroup Europe Holding, L.L.C., SemOperating G.P., L.L.C., SemMexico, L.L.C., SemDevelopment, L.L.C., Rose Rock Midstream Holdings, LLC, Wattenberg Holding, LLC, Glass Mountain Holding, LLC and Mid-America Midstream Gas Services, L.L.C. (collectively, the "Guarantors").

The guarantees of the Notes are full and unconditional and constitute the joint and several obligations of the Guarantors. Each of the Guarantors is 100% owned by SemGroup Corporation (the "Parent"). There are no significant restrictions upon the ability of the Parent or any of the Guarantors to obtain funds from its respective subsidiaries by dividend or loan. None of the assets of the Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.

Condensed consolidating financial statements for the Parent, the Guarantors and non-guarantors as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 are presented on an equity method basis in the tables below (in thousands).

Intercompany receivable and payable balances, including notes receivable and payable, are capital transactions primarily to facilitate the capital needs of our subsidiaries. As such, subsidiary intercompany balances have been reported as a reduction to equity on the condensed consolidating Guarantor balance sheets. The Parent's net intercompany balance, including note receivable, and investments in subsidiaries have been reported in equity method investments on the condensed consolidating Guarantor balance sheets. Intercompany transactions, such as daily cash management activities, have been reported as financing activities within the condensed consolidating Guarantor statements of cash flows. Quarterly cash distributions from Rose Rock representing a return on capital have been included in the Parent's cash flows from operations. Dispositions of the Parent's investments in subsidiaries have been treated as investing activities in the cash flow statement, consistent with the presentation of investments in subsidiaries as equity method investments. These balances are eliminated through consolidating adjustments below.

Condensed Consolidating Guarantor Balance Sheets



	December 31, 2014
	Parent		Guarantors		Non-guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,254	$	—	$	35,486	$	(4,142	)	$	40,598
Restricted cash	3,856		—		3,124		—			6,980
Accounts receivable	9,669		32,932		308,733		—			351,334
Receivable from affiliates	2,512		6,628		15,655		(7,976		)	16,819
Inventories	—		248		43,284		—			43,532
Other current assets	10,498		615		8,904		—			20,017
Total current assets	35,789		40,423		415,186		(12,118		)	479,280
Property, plant and equipment	4,112		512,508		740,205		—			1,256,825
Equity method investments	1,551,825		692,872		269,634		(1,936,411		)	577,920
Goodwill	—		13,052		45,274		—			58,326
Other intangible assets	26		152,383		20,656		—			173,065
Other noncurrent assets, net	24,555		958		18,873		—			44,386
Total assets	$	1,616,307	$	1,412,196	$	1,509,828	$	(1,948,529	)	$	2,589,802
LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable	$	649	$	22,477	$	234,051	$	—		$	257,177
Payable to affiliates	21		52		21,363		(7,976		)	13,460
Accrued liabilities	11,989		19,154		61,549		2			92,694
Payables to pre-petition creditors	3,129		—		—		—			3,129
Deferred revenue	—		—		23,688		—			23,688
Other current liabilities	224		707		543		—			1,474
Current portion of long-term debt	—		—		40		—			40
Total current liabilities	16,012		42,390		341,234		(7,974		)	391,662
Long-term debt	335,000		—		490,946		(58,854		)	767,092
Deferred income taxes	112,897		—		49,059		—			161,956
Other noncurrent liabilities	2,886		—		46,769		—			49,655
Commitments and contingencies
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries	1,149,512		1,369,806		511,891		(1,881,701		)	1,149,508
Noncontrolling interests in consolidated subsidiaries	—		—		69,929		—			69,929
Total owners’ equity	1,149,512		1,369,806		581,820		(1,881,701		)	1,219,437
Total liabilities and owners’ equity	$	1,616,307	$	1,412,196	$	1,509,828	$	(1,948,529	)	$	2,589,802



	December 31, 2013
	Parent		Guarantors		Non-guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,545	$	—	$	78,364	$	(1,558	)	$	79,351
Restricted cash	3,851		—		1,268		—			5,119
Accounts receivable	649		14,642		308,674		—			323,965
Receivable from affiliates	1,519		14,063		56,040		(4,349		)	67,273
Inventories	—		1,046		43,249		—			44,295
Other current assets	8,712		193		5,106		—			14,011
Total current assets	17,276		29,944		492,701		(5,907		)	534,014
Property, plant and equipment	4,114		366,067		735,547		—			1,105,728
Equity method investments	1,511,922		461,056		159,321		(1,567,175		)	565,124
Goodwill	—		23,839		38,182		—			62,021
Other intangible assets	31		163,144		11,663		—			174,838
Other noncurrent assets, net	15,263		1,302		12,324		—			28,889
Total assets	$	1,548,606	$	1,045,352	$	1,449,738	$	(1,573,082	)	$	2,470,614
LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable	$	1,172	$	24,234	$	229,061	$	—		$	254,467
Payable to affiliates	17		115		67,062		(4,915		)	62,279
Accrued liabilities	10,072		17,341		56,011		5			83,429
Payables to pre-petition creditors	3,124		—		53		—			3,177
Deferred revenue	—		—		25,538		—			25,538
Other current liabilities	61,875		715		7,697		—			70,287
Current portion of long-term debt	—		—		37		—			37
Total current liabilities	76,260		42,405		385,459		(4,910		)	499,214
Long-term debt	370,000		—		245,088		—			615,088
Deferred income taxes	48,436		—		52,509		—			100,945
Other noncurrent liabilities	8		—		41,496		—			41,504
Commitments and contingencies
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries	1,053,902		1,002,947		565,225		(1,568,172		)	1,053,902
Noncontrolling interests in consolidated subsidiaries	—		—		159,961		—			159,961
Total owners’ equity	1,053,902		1,002,947		725,186		(1,568,172		)	1,213,863
Total liabilities and owners’ equity	$	1,548,606	$	1,045,352	$	1,449,738	$	(1,573,082	)	$	2,470,614

Condensed Consolidating Guarantor Statements of Operations



	Year Ended December 31, 2014
	Parent			Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
Revenues:
Product	$	—		$	338,621	$	1,479,543		$	(37,850	)	$	1,780,314
Service	—			44,592		188,647			—			233,239
Other	—			—		109,026			—			109,026
Total revenues	—			383,213		1,777,216			(37,850		)	2,122,579
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	—			273,309		1,387,899			(37,850		)	1,623,358
Operating	—			33,591		213,022			—			246,613
General and administrative	22,394			10,796		54,655			—			87,845
Depreciation and amortization	1,678			29,677		67,042			—			98,397
Loss (gain) loss on disposal or impairment of long-lived assets, net	5,945			54,698		(28,051		)	—			32,592
Total expenses	30,017			402,071		1,694,567			(37,850		)	2,088,805
Earnings from equity method investments	48,760			102,866		49,620			(137,047		)	64,199
Gain on issuance of common units by equity method investee	29,020			—		—			—			29,020
Operating income	47,763			84,008		132,269			(137,047		)	126,993
Other expenses (income):
Interest expense	8,423			19,186		24,740			(3,305		)	49,044
Foreign currency transaction gain	—			—		(86		)	—			(86		)
Other expense (income), net	(24,092		)	500		(246		)	3,302			(20,536		)
Total other expenses (income), net	(15,669		)	19,686		24,408			(3		)	28,422
Income from continuing operations before income taxes	63,432			64,322		107,861			(137,044		)	98,571
Income tax expense	34,192			—		12,321			—			46,513
Income from continuing operations	29,240			64,322		95,540			(137,044		)	52,058
Loss from discontinued operations, net of income taxes	—			—		(1		)	—			(1		)
Net income	29,240			64,322		95,539			(137,044		)	52,057
Less: net income attributable to noncontrolling interests	—			—		22,817			—			22,817
Net income attributable to SemGroup	$	29,240		$	64,322	$	72,722		$	(137,044	)	$	29,240
Net income	$	29,240		$	64,322	$	95,539		$	(137,044	)	$	52,057
Other comprehensive income (loss), net of income taxes	5,159			—		(29,446		)	—			(24,287		)
Comprehensive income	34,399			64,322		66,093			(137,044		)	27,770
Less: comprehensive income attributable to noncontrolling interests	—			—		22,817			—			22,817
Comprehensive income attributable to SemGroup	$	34,399		$	64,322	$	43,276		$	(137,044	)	$	4,953



	Year Ended December 31, 2013
	Parent			Guarantors		Non-guarantors			Consolidating Adjustments			Consolidated
Revenues:
Product	$	—		$	224,072	$	944,984		$	(23,952	)	$	1,145,104
Service	—			3,868		136,330			—			140,198
Other	—			—		141,714			—			141,714
Total revenues	—			227,940		1,223,028			(23,952		)	1,427,016
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	—			166,735		877,317			(23,952		)	1,020,100
Operating	—			19,541		204,044			—			223,585
General and administrative	21,560			9,437		47,600			—			78,597
Depreciation and amortization	2,001			14,452		49,956			—			66,409
Loss (gain) on disposal of long-lived assets, net	—			668		(907		)	—			(239		)
Total expenses	23,561			210,833		1,178,010			(23,952		)	1,388,452
Earnings from equity method investments	67,965			54,995		44,203			(114,686		)	52,477
Gain on issuance of common units by equity method investee	26,873			—		—			—			26,873
Operating income	71,277			72,102		89,221			(114,686		)	117,914
Other expenses (income):
Interest expense	4,826			9,781		15,947			(5,412		)	25,142
Foreign currency transaction gain	—			—		(1,633		)	—			(1,633		)
Other expense (income), net	40,928			—		(434		)	5,412			45,906
Total other expenses, net	45,754			9,781		13,880			—			69,415
Income from continuing operations before income taxes	25,523			62,321		75,341			(114,686		)	48,499
Income tax expense (benefit)	(22,579		)	—		5,325			—			(17,254		)
Income from continuing operations	48,102			62,321		70,016			(114,686		)	65,753
Income (loss) from discontinued operations, net of income taxes	—			65		(6		)	—			59
Net income	48,102			62,386		70,010			(114,686		)	65,812
Less: net income attributable to noncontrolling interests	—			—		17,710			—			17,710
Net income attributable to SemGroup	$	48,102		$	62,386	$	52,300		$	(114,686	)	$	48,102
Net income	$	48,102		$	62,386	$	70,010		$	(114,686	)	$	65,812
Other comprehensive loss, net of income taxes	(1,517		)	—		(38		)	—			(1,555		)
Comprehensive income	46,585			62,386		69,972			(114,686		)	64,257
Less: comprehensive income attributable to noncontrolling interests	—			—		17,710			—			17,710
Comprehensive income attributable to SemGroup	$	46,585		$	62,386	$	52,262		$	(114,686	)	$	46,547



	Year Ended December 31, 2012
	Parent		Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Revenues:
Product	$	—	$	123,424		$	840,892		$	(10,578	)	$	953,738
Service	—		1,198			116,523			—			117,721
Other	—		387			165,651			—			166,038
Total revenues	—		125,009			1,123,066			(10,578		)	1,237,497
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	—		98,224			787,239			(10,578		)	874,885
Operating	—		12,719			211,981			—			224,700
General and administrative	22,105		8,360			41,453			—			71,918
Depreciation and amortization	2,496		6,448			39,266			—			48,210
Loss (gain) on disposal of long-lived assets, net	—		276			(3,807		)	—			(3,531		)
Total expenses	24,601		126,027			1,076,132			(10,578		)	1,216,182
Earnings from equity method investments	66,671		85,330			36,439			(152,404		)	36,036
Operating income	42,070		84,312			83,373			(152,404		)	57,351
Other expenses (income):
Interest expense	3,942		(240		)	11,056			(5,856		)	8,902
Foreign currency transaction loss	—		—			298			—			298
Other expense (income), net	15,698		(21		)	(262		)	5,856			21,271
Total other expenses (income), net	19,640		(261		)	11,092			—			30,471
Income from continuing operations before income taxes	22,430		84,573			72,281			(152,404		)	26,880
Income tax (benefit) expense	334		—			(2,412		)	—			(2,078		)
Income from continuing operations	22,096		84,573			74,693			(152,404		)	28,958
Income (loss) from discontinued operations, net of income taxes	4		(17		)	2,952			—			2,939
Net income	22,100		84,556			77,645			(152,404		)	31,897
Less: net income attributable to noncontrolling interests	—		—			9,797			—			9,797
Net income attributable to SemGroup	$	22,100	$	84,556		$	67,848		$	(152,404	)	$	22,100
Net income	$	22,100	$	84,556		$	77,645		$	(152,404	)	$	31,897
Other comprehensive income, net of income taxes	917		—			11,659			—			12,576
Comprehensive income	23,017		84,556			89,304			(152,404		)	44,473
Less: comprehensive income attributable to noncontrolling interests	—		—			9,797			—			9,797
Comprehensive income attributable to SemGroup	$	23,017	$	84,556		$	79,507		$	(152,404	)	$	34,676

Condensed Consolidating Guarantor Statements of Cash Flows



	Year Ended December 31, 2014
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Net cash provided by operating activities	$	27,393		$	56,178		$	188,376		$	(90,289	)	$	181,658
Cash flows from investing activities:
Capital expenditures	(1,672		)	(180,361		)	(88,473		)	—			(270,506		)
Proceeds from sale of long-lived assets	—			2,368			2,077			—			4,445
Contributions to equity method investments	—			(16,201		)	(54,930		)	—			(71,131		)
Payments to acquire businesses	—			(514		)	(43,994		)	—			(44,508		)
Proceeds from sale of common units of equity method investee	79,741			—			—			—			79,741
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.	114,412			—			—			(114,412		)	—
Distributions in excess of equity in earnings of affiliates	1,843			2,344			9,390			(1,843		)	11,734
Net cash provided by (used in) investing activities	194,324			(192,364		)	(175,930		)	(116,255		)	(290,225		)
Cash flows from financing activities:
Debt issuance costs	(93		)	—			(8,593		)	—			(8,686		)
Borrowings on credit facilities and issuance of senior unsecured notes	405,500			—			848,744			—			1,254,244
Principal payments on credit facilities and other obligations	(440,500		)	—			(661,772		)	—			(1,102,272		)
Distributions to noncontrolling interests	—			—			(28,494		)	—			(28,494		)
Proceeds from warrant exercises	1,451			—			—			—			1,451
Repurchase of common stock for payment of statutory taxes due on equity-based compensation	(719		)	—			—			—			(719		)
Dividends paid	(44,206		)	—			—			—			(44,206		)
Proceeds from issuance of common stock under employee stock purchase plan	340			—			—			—			340
Excess tax benefit from equity-based awards	1,650			—			—			—			1,650
Intercompany borrowings (advances), net	(138,431		)	136,186			(201,715		)	203,960			—
Net cash provided by (used in) financing activities	(215,008		)	136,186			(51,830		)	203,960			73,308
Effect of exchange rate changes on cash and cash equivalents	—			—			(3,494		)	—			(3,494		)
Change in cash and cash equivalents	6,709			—			(42,878		)	(2,584		)	(38,753		)
Cash and cash equivalents at beginning of period	2,545			—			78,364			(1,558		)	79,351
Cash and cash equivalents at end of period	$	9,254		$	—		$	35,486		$	(4,142	)	$	40,598



	Year Ended December 31, 2013
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	20,130		$	24,642		$	148,872		$	(20,235	)	$	173,409
Cash flows from investing activities:
Capital expenditures	(734		)	(123,246		)	(91,629		)	—			(215,609		)
Proceeds from sale of long-lived assets	23			19			1,237			—			1,279
Contributions to equity method investments	(18,775		)	(57,850		)	(97,243		)	—			(173,868		)
Payments to acquire businesses	—			(313,487		)	(48,969		)	—			(362,456		)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream, L.P.	362,600			—			—			(362,600		)	—
Distributions in excess of equity in earnings of affiliates	—			—			12,246			—			12,246
Net cash provided by (used in) investing activities	343,114			(494,564		)	(224,358		)	(362,600		)	(738,408		)
Cash flows from financing activities:
Debt issuance costs	(10,866		)	—			(4,070		)	—			(14,936		)
Borrowings on debt	706,000			—			562,474			—			1,268,474
Principal payments on debt and other obligations	(537,500		)	—			(321,912		)	—			(859,412		)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs	—			—			210,226			—			210,226
Distributions to noncontrolling interests	—			—			(17,647		)	—			(17,647		)
Proceeds from warrant exercises	225			—			—			—			225
Repurchase of common stock	(371		)	—			—			—			(371		)
Dividends paid	(25,429		)	—			—			—			(25,429		)
Intercompany borrowings (advances), net	(511,881		)	469,922			(342,256		)	384,215			—
Net cash provided by (used in) financing activities	(379,822		)	469,922			86,815			384,215			561,130
Effect of exchange rate changes on cash and cash equivalents	—			—			3,191			—			3,191
Change in cash and cash equivalents	(16,578		)	—			14,520			1,380			(678		)
Cash and cash equivalents at beginning of period	19,123			—			63,844			(2,938		)	80,029
Cash and cash equivalents at end of period	$	2,545		$	—		$	78,364		$	(1,558	)	$	79,351



	Year Ended December 31, 2012
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(4,535	)	$	6,236		$	93,534		$	(15,593	)	$	79,642
Cash flows from investing activities:
Capital expenditures	(1,977		)	(59,317		)	(58,025		)	—			(119,319		)
Proceeds from sale of long-lived assets	19			(202		)	2,824			—			2,641
Contributions to equity method investments	(1,740		)	(74,434		)	(2,079		)	—			(78,253		)
Proceeds from the sale of non-consolidated affiliate	—			—			3,500			—			3,500
Proceeds from the sale of SemStream assets	12,250			—			—			—			12,250
Distributions in excess of equity in earnings of affiliates	9,218			—			8,072			—			17,290
Net cash provided by (used in) investing activities	17,770			(133,953		)	(45,708		)	—			(161,891		)
Cash flows from financing activities:
Debt issuance costs	(455		)	—			(252		)	—			(707		)
Borrowings on credit facilities	318,000			—			—			—			318,000
Principal payments on credit facilities and other obligations	(194,000		)	—			(28,066		)	—			(222,066		)
Distributions to noncontrolling interests	—			—			(8,502		)	—			(8,502		)
Repurchase of common stock	(242		)	—			—			—			(242		)
Intercompany borrowings (advances), net	(117,526		)	127,717			(25,608		)	15,417			—
Net cash provided by (used in) financing activities	5,777			127,717			(62,428		)	15,417			86,483
Effect of exchange rate changes on cash and cash equivalents	—			—			(610		)	—			(610		)
Change in cash and cash equivalents	19,012			—			(15,212		)	(176		)	3,624
Change in cash and cash equivalents included in discontinued operations	—			—			2,792			—			2,792
Change in cash and cash equivalents from continuing operations	19,012			—			(12,420		)	(176		)	6,416
Cash and cash equivalents at beginning of period	111			—			76,264			(2,762		)	73,613
Cash and cash equivalents at end of period	$	19,123		$	—		$	63,844		$	(2,938	)	$	80,029