CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

Our SemGroup Notes are guaranteed by certain of our subsidiaries as follows: SemGas, 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 and Mid-America Midstream Gas Services, L.L.C. (collectively, the "Guarantors").

Each of the Guarantors is 100% owned by SemGroup Corporation (the "Parent"). Such guarantees of the SemGroup Notes are full and unconditional and constitute the joint and several obligations of the Guarantors. 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.

In June 2015, SemCanada, L.P. and SemCanada II, L.P. were released as Guarantors and no longer guarantee our SemGroup Notes. Prior period comparative information has been recast to reflect SemCanada, L.P. and SemCanada II, L.P. as non-guarantors.

Unaudited condensed consolidating financial statements for the Parent, the Guarantors and non-guarantors as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 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. The Parent's investing activities with subsidiaries, such as the drop down of WOT and Glass Mountain to Rose Rock in the first quarter of 2015, have been reflected as cash flows from investing activities. Quarterly cash distributions from Rose Rock representing a return on capital have been included in the Parent's cash flows from operations. These balances are eliminated through consolidating adjustments below.

Condensed Consolidating Guarantor Balance Sheets



	March 31, 2016
	Parent		Guarantors		Non-guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,608	$	—	$	71,969	$	(2,088	)	$	72,489
Accounts receivable, net	703		14,561		273,574		—			288,838
Receivable from affiliates	2,209		881		3,742		(3,155		)	3,677
Inventories	—		122		65,222		—			65,344
Other current assets	8,323		161		10,270		—			18,754
Total current assets	13,843		15,725		424,777		(5,243		)	449,102
Property, plant and equipment, net	4,474		539,195		1,086,082		—			1,629,751
Equity method investments	1,553,273		495,139		433,574		(1,978,072		)	503,914
Goodwill	—		—		35,008		—			35,008
Other intangible assets, net	19		142,133		17,344		—			159,496
Other noncurrent assets	18,761		813		4,987		—			24,561
Total assets	$	1,590,370	$	1,193,005	$	2,001,772	$	(1,983,315	)	$	2,801,832
LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable	$	255	$	9,587	$	205,909	$	—		$	215,751
Payable to affiliates	73		25		6,464		(3,155		)	3,407
Accrued liabilities	10,370		13,341		61,976		1			85,688
Other current liabilities	321		—		11,559		—			11,880
Total current liabilities	11,019		22,953		285,908		(3,154		)	316,726
Long-term debt, net	365,667		7,125		773,421		(23,625		)	1,122,588
Deferred income taxes	132,249		—		48,350		—			180,599
Other noncurrent liabilities	2,601		—		20,950		—			23,551
Commitments and contingencies
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries	1,078,834		1,162,927		793,609		(1,956,536		)	1,078,834
Noncontrolling interests in consolidated subsidiaries	—		—		79,534		—			79,534
Total owners’ equity	1,078,834		1,162,927		873,143		(1,956,536		)	1,158,368
Total liabilities and owners’ equity	$	1,590,370	$	1,193,005	$	2,001,772	$	(1,983,315	)	$	2,801,832



	December 31, 2015
	Parent		Guarantors			Non-guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	4,559	$	—		$	55,101	$	(1,564	)	$	58,096
Restricted cash	—		—			32		—			32
Accounts receivable, net	640		20,015			306,058		—			326,713
Receivable from affiliates	1,616		1,119			6,141		(2,962		)	5,914
Inventories	—		(48		)	70,287		—			70,239
Other current assets	8,477		359			10,551		—			19,387
Total current assets	15,292		21,445			448,170		(4,526		)	480,381
Property, plant and equipment, net	4,335		536,628			1,025,858		—			1,566,821
Equity method investments	1,546,853		426,801			438,291		(1,860,867		)	551,078
Goodwill	—		13,052			34,980		—			48,032
Other intangible assets, net	20		144,183			18,020		—			162,223
Other noncurrent assets	39,358		881			5,135		—			45,374
Total assets	$	1,605,858	$	1,142,990		$	1,970,454	$	(1,865,393	)	$	2,853,909
LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable	$	734	$	11,221		$	261,711	$	—		$	273,666
Payable to affiliates	78		155			7,762		(2,962		)	5,033
Accrued liabilities	5,551		10,957			68,534		5			85,047
Other current liabilities	569		—			12,712		—			13,281
Total current liabilities	6,932		22,333			350,719		(2,957		)	377,027
Long-term debt, net	325,460		7,340			748,856		(23,840		)	1,057,816
Deferred income taxes	155,411		—			45,542		—			200,953
Other noncurrent liabilities	2,528		—			19,229		—			21,757
Commitments and contingencies
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries	1,115,527		1,113,317			725,279		(1,838,596		)	1,115,527
Noncontrolling interests in consolidated subsidiaries	—		—			80,829		—			80,829
Total owners’ equity	1,115,527		1,113,317			806,108		(1,838,596		)	1,196,356
Total liabilities and owners’ equity	$	1,605,858	$	1,142,990		$	1,970,454	$	(1,865,393	)	$	2,853,909

Condensed Consolidating Guarantor Statements of Operations



	Three Months Ended March 31, 2016
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Revenues:
Product	$	—		$	33,398		$	206,244		$	(2,746	)	$	236,896
Service	—			12,868			51,205			—			64,073
Other	—			—			13,882			—			13,882
Total revenues	—			46,266			271,331			(2,746		)	314,851
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	—			24,609			175,084			(2,746		)	196,947
Operating	—			7,693			42,499			—			50,192
General and administrative	5,872			2,246			12,942			—			21,060
Depreciation and amortization	380			8,874			14,793			—			24,047
Loss on disposal or impairment of long-lived assets, net	—			13,052			255			—			13,307
Total expenses	6,252			56,474			245,573			(2,746		)	305,553
Earnings from equity method investments	6,590			19,180			20,839			(23,538		)	23,071
Loss on issuance of common units by equity method investee	(41		)	—			—			—			(41		)
Operating income	297			8,972			46,597			(23,538		)	32,328
Other expenses (income), net:
Interest expense (income)	(577		)	8,003			11,746			(237		)	18,935
Foreign currency transaction loss	—			—			1,469			—			1,469
Loss on sale or impairment of equity method investment	39,764			—			—			—			39,764
Other income, net	(237		)	—			(187		)	237			(187		)
Total other expenses, net	38,950			8,003			13,028			—			59,981
Income (loss) from continuing operations before income taxes	(38,653		)	969			33,569			(23,538		)	(27,653		)
Income tax expense (benefit)	(23,385		)	—			1,978			—			(21,407		)
Income (loss) from continuing operations	(15,268		)	969			31,591			(23,538		)	(6,246		)
Loss from discontinued operations, net of income taxes	—			(2		)	—			—			(2		)
Net income (loss)	(15,268		)	967			31,591			(23,538		)	(6,248		)
Less: net income attributable to noncontrolling interests	—			—			9,020			—			9,020
Net income (loss) attributable to SemGroup	$	(15,268	)	$	967		$	22,571		$	(23,538	)	$	(15,268	)
Net income (loss)	$	(15,268	)	$	967		$	31,591		$	(23,538	)	$	(6,248	)
Other comprehensive income (loss), net of income taxes	(20,466		)	216			16,141			—			(4,109		)
Comprehensive income (loss)	(35,734		)	1,183			47,732			(23,538		)	(10,357		)
Less: comprehensive income attributable to noncontrolling interests	—			—			9,020			—			9,020
Comprehensive income (loss) attributable to SemGroup	$	(35,734	)	$	1,183		$	38,712		$	(23,538	)	$	(19,377	)



	Three Months Ended March 31, 2015
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Revenues:
Product	$	—		$	51,053		$	175,052		$	(5,974	)	$	220,131
Service	—			14,459			47,418			—			61,877
Other	—			—			16,302			—			16,302
Total revenues	—			65,512			238,772			(5,974		)	298,310
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	—			40,668			157,378			(5,974		)	192,072
Operating	—			8,114			44,976			—			53,090
General and administrative	17,602			2,064			12,644			—			32,310
Depreciation and amortization	294			7,033			16,407			—			23,734
Loss (gain) on disposal or impairment of long-lived assets, net	—			(1		)	1,059			—			1,058
Total expenses	17,896			57,878			232,464			(5,974		)	302,264
Earnings from equity method investments	14,805			12,528			20,864			(27,638		)	20,559
Operating income (loss)	(3,091		)	20,162			27,172			(27,638		)	16,605
Other expenses (income), net:
Interest expense	1,422			5,491			8,444			(766		)	14,591
Foreign currency transaction gain	—			—			(519		)	—			(519		)
Gain on sale or impairment of equity method investment	(7,894		)	—			—			—			(7,894		)
Other income, net	(792		)	—			(65		)	766			(91		)
Total other expense (income), net	(7,264		)	5,491			7,860			—			6,087
Income from continuing operations before income taxes	4,173			14,671			19,312			(27,638		)	10,518
Income tax expense	2,707			—			2,035			—			4,742
Net income	1,466			14,671			17,277			(27,638		)	5,776
Less: net income attributable to noncontrolling interests	—			—			4,310			—			4,310
Net income attributable to SemGroup	$	1,466		$	14,671		$	12,967		$	(27,638	)	$	1,466
Net income	$	1,466		$	14,671		$	17,277		$	(27,638	)	$	5,776
Other comprehensive income (loss), net of income taxes	8,646			—			(17,706		)	—			(9,060		)
Comprehensive income (loss)	10,112			14,671			(429		)	(27,638		)	(3,284		)
Less: comprehensive income attributable to noncontrolling interests	—			—			4,310			—			4,310
Comprehensive income (loss) attributable to SemGroup	$	10,112		$	14,671		$	(4,739	)	$	(27,638	)	$	(7,594	)

Condensed Consolidating Guarantor Statements of Cash Flows



	Three Months Ended March 31, 2016
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Net cash provided by operating activities	$	24,745		$	10,727		$	29,516		$	(17,448	)	$	47,540
Cash flows from investing activities:
Capital expenditures	(518		)	(9,781		)	(63,221		)	—			(73,520		)
Proceeds from sale of long-lived assets	—			—			40			—			40
Contributions to equity method investments	—			—			(1,356		)	—			(1,356		)
Distributions in excess of equity in earnings of affiliates	2,158			—			6,074			(2,158		)	6,074
Net cash provided by (used in) investing activities	1,640			(9,781		)	(58,463		)	(2,158		)	(68,762		)
Cash flows from financing activities:
Borrowings on credit facilities	90,500			—			83,500			—			174,000
Principal payments on credit facilities and other obligations	(50,500		)	—			(59,511		)	—			(110,011		)
Distributions to noncontrolling interests	—			—			(10,833		)	—			(10,833		)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation	(807		)	—			—			—			(807		)
Dividends paid	(19,887		)	—			—			—			(19,887		)
Proceeds from issuance of common stock under employee stock purchase plan	269			—			—			—			269
Intercompany borrowings (advances), net	(47,911		)	(946		)	29,775			19,082			—
Net cash provided by (used in) financing activities	(28,336		)	(946		)	42,931			19,082			32,731
Effect of exchange rate changes on cash and cash equivalents	—			—			2,884			—			2,884
Change in cash and cash equivalents	(1,951		)	—			16,868			(524		)	14,393
Cash and cash equivalents at beginning of period	4,559			—			55,101			(1,564		)	58,096
Cash and cash equivalents at end of period	$	2,608		$	—		$	71,969		$	(2,088	)	$	72,489



	Three Months Ended March 31, 2015
	Parent			Guarantors			Non-guarantors			Consolidating Adjustments			Consolidated
Net cash provided by operating activities	$	5,224		$	4,610		$	15,719		$	(7,009	)	$	18,544
Cash flows from investing activities:
Capital expenditures	(769		)	(34,152		)	(49,406		)	—			(84,327		)
Proceeds from sale of long-lived assets	—			12			105			—			117
Proceeds from the sale of Wattenberg Holding, LLC and Glass Mountain Holding, LLC to Rose Rock Midstream L.P.	251,181			—			—			(251,181		)	—
Contributions to equity method investments	—			—			(15,182		)	—			(15,182		)
Proceeds from sale of common units of equity method investee	29,012			—			—			—			29,012
Distributions in excess of equity in earnings of affiliates	5,435			—			5,201			(5,435		)	5,201
Net cash provided by (used in) investing activities	284,859			(34,140		)	(59,282		)	(256,616		)	(65,179		)
Cash flows from financing activities:
Debt issuance costs	(601		)	—			—			—			(601		)
Borrowings on credit facilities	110,000			—			312,000			—			422,000
Principal payments on credit facilities and other obligations	(79,000		)	—			(83,012		)	—			(162,012		)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs	—			—			89,119			—			89,119
Distributions to noncontrolling interests	—			—			(8,953		)	—			(8,953		)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation	(3,630		)	—			—			—			(3,630		)
Dividends paid	(14,846		)	—			—			—			(14,846		)
Proceeds from issuance of common stock under employee stock purchase plan	313			—			—			—			313
Intercompany borrowing (advances), net	(59,161		)	29,530			(235,187		)	264,818			—
Net cash provided by (used in) financing activities	(46,925		)	29,530			73,967			264,818			321,390
Effect of exchange rate changes on cash and cash equivalents	—			—			172			—			172
Change in cash and cash equivalents	243,158			—			30,576			1,193			274,927
Cash and cash equivalents at beginning of period	9,254			—			35,445			(4,101		)	40,598
Cash and cash equivalents at end of period	$	252,412		$	—		$	66,021		$	(2,908	)	$	315,525