Exhibit




		Page
White Cliffs Pipeline, L.L.C.
Reports of Independent Certified Public Accountants		2
Balance Sheets as of December 31, 2017 and 2016		4
Statements of Operations for the years ended December 31, 2017, 2016 and 2015		5
Statements of Changes in Members’ Equity for the years ended December 31, 2017, 2016 and 2015		6
Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015		7
Notes to Financial Statements		8

We have audited the accompanying financial statements of White Cliffs Pipeline, L.L.C (a Delaware limited liability company), which comprise the balance sheets as of December 31, 2017, and the related statement of operations, changes in members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of White Cliffs Pipeline, L.L.C. as of December 31, 2017, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

We have audited the accompanying financial statements of White Cliffs Pipeline, L.L.C., which comprise the balance sheet as of December 31, 2016, and the related statements of operations, changes in members' equity and cash flows for each of the two years in the period then ended, and the related notes to the financial statements.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of White Cliffs Pipeline, L.L.C., as of December 31, 2016, and the results of its operations and its cash flows for each of the two years in the period then ended in accordance with accounting principles generally accepted in the United States of America.



	December 31, 2017		December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	7,078	$	4,672
Accounts receivable	13,028		16,103
Receivable from affiliate	4,149		5,261
Inventories	768		7,743
Other current assets	945		942
Total current assets	25,968		34,721
Property, plant and equipment, net	480,327		508,043
Goodwill	17,000		17,000
Other intangible assets (net of accumulated amortization of $48,476 and $45,504 at December 31, 2017 and 2016, respectively)	5,524		8,496
Other noncurrent assets, net	5		13
Total assets	$	528,824	$	568,273
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	41	$	843
Payable to affiliate	478		4,172
Accrued liabilities	5,986		10,797
Total current liabilities	6,505		15,812
Commitments and contingencies (Note 5)
Members’ equity (240,610 units at December 31, 2017 and 2016)	522,319		552,461
Total liabilities and members’ equity	$	528,824	$	568,273



	Year Ended December 31, 2017		Year Ended December 31, 2016			Year Ended December 31, 2015
Revenues	$	188,418	$	212,359		$	206,395
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below	10,987		3,223			2,913
Operating	20,608		33,924			28,835
General and administrative	1,979		1,748			1,535
Depreciation and amortization	37,212		35,439			34,105
Total expenses	70,786		74,334			67,388
Operating income	117,632		138,025			139,007
Other expenses (income), net	40		(7		)	7
Net income	$	117,592	$	138,032		$	139,000



	Members’ Equity
Balance at December 31, 2014	$	528,737
Net income	139,000
Distributions to members	(171,584		)
Contributions from members	86,489
Balance at December 31, 2015	582,642
Net income	138,032
Distributions to members	(174,194		)
Contributions from members	5,981
Balance at December 31, 2016	552,461
Net income	117,592
Distributions to members	(151,982		)
Contributions from members	4,248
Balance at December 31, 2017	$	522,319



	Year Ended December 31, 2017			Year Ended December 31, 2016			Year Ended December 31, 2015
Cash flows from operating activities:
Net income	$	117,592		$	138,032		$	139,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	37,212			35,439			34,105
Inventory valuation adjustment	133			—			640
Loss on disposal of long-lived assets	—			—			60
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	3,075			9,186			(8,675		)
Decrease (increase) in receivable from affiliate	1,112			(4,347		)	246
Decrease (increase) in inventories	6,842			(5,198		)	(948		)
Decrease (increase) in other assets	5			(35		)	(223		)
Increase (decrease) in accounts payable and accrued liabilities	(5,113		)	2,572			5,229
Increase (decrease) in payable to affiliate	(3,694		)	3,999			11
Net cash provided by operating activities	157,164			179,648			169,445
Cash flows from investing activities:
Capital expenditures	(7,024		)	(31,186		)	(74,835		)
Net cash used in investing activities	(7,024		)	(31,186		)	(74,835		)
Cash flows from financing activities:
Distributions to members	(151,982		)	(174,194		)	(171,584		)
Contributions from members	4,248			5,981			86,489
Net cash used in financing activities	(147,734		)	(168,213		)	(85,095		)
Net increase (decrease) in cash and cash equivalents	2,406			(19,751		)	9,515
Cash and cash equivalents at beginning of period	4,672			24,423			14,908
Cash and cash equivalents at end of period	$	7,078		$	4,672		$	24,423

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates.

CASH AND CASH EQUIVALENTS—Cash includes currency on hand and demand and time deposits with banks or other financial institutions. Cash equivalents include highly liquid investments with maturities of three months or less at the date of purchase. Balances at financial institutions may exceed federally insured limits.

ACCOUNTS RECEIVABLE - Accounts receivable are reported net of the allowance for doubtful accounts. White Cliffs’ assessment of the allowance for doubtful accounts is based on several factors, including the overall creditworthiness of its customers, existing economic conditions, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. The allowance for doubtful accounts was $0 at December 31, 2017 and 2016.

INVENTORIES—Inventories primarily consist of crude oil. Inventories are valued at the lower of cost or net realizable value, with cost generally determined using the weighted-average method. The cost of inventory includes applicable transportation costs. During the years ended December 31, 2017 and 2015, White Cliffs recorded $0.1 million and $0.6 million, respectively, of non-cash adjustments to reduce the carrying value of inventory to the lower of cost or net realizable value. No adjustments were necessary in 2016.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is recorded at cost. White Cliffs capitalizes costs that extend or increase the future economic benefits of property, plant and equipment, and expenses maintenance costs that do not. When assets are disposed of, their cost and related accumulated depreciation are removed from the balance sheet, and any resulting gain or loss is recorded within operating expenses in the statements of operations.

GOODWILL – White Cliffs tests goodwill for impairment each year as of October 1, or more often if circumstances warrant, by estimating the fair value of the reporting unit to which the goodwill relates and comparing this fair value to the net book value of the asset group. White Cliffs has a single reporting unit. If fair value is less than net book value, White Cliffs reduces the book value accordingly and records a corresponding impairment loss.

IMPAIRMENT OF LONG-LIVED ASSETS – White Cliffs tests long-lived asset groups for impairment when events or circumstances indicate that the net book value of the asset group may not be recoverable. White Cliffs tests an asset group for impairment by estimating the undiscounted cash flows expected to result from its use and eventual disposition. If the estimated undiscounted cash flows are lower than the net book value of the asset group, White Cliffs then estimates the fair value of the asset group and records a reduction to the net book value of the assets and a corresponding impairment loss.

CONTINGENT LOSSES – White Cliffs records a liability for a contingent loss when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. White Cliffs records attorneys’ fees incurred in connection with a contingent loss at the time the fees are incurred, and does not record liabilities for attorneys’ fees that are expected to be incurred in the future.

ASSET RETIREMENT OBLIGATIONS – Asset retirement obligations include legal or contractual obligations associated with the retirement of long-lived assets, such as requirements to incur costs to dispose of equipment or to remediate the environmental impacts of the normal operation of the assets. White Cliffs records liabilities for asset retirement obligations when a known obligation exists under current law or contract and when a reasonable estimate of the value of the liability can be made.

LINE LOSS DEDUCTIONS AND INVENTORY – The White Cliffs tariff allows White Cliffs to retain a pipeline loss allowance ("PLA") in the amount of two-tenths of one percent of any customer product placed in the system. The PLA is intended to compensate for expenses associated with product shrinkage and evaporation. If the PLA exceeds the actual amount of product loss, White Cliffs is entitled to sell the product overage for its own gain. The PLA is recorded to revenue and inventory in the month in which the shipment occurs. Gains or losses resulting from actual product overages or shortages are also recorded to costs of products sold and inventory during the month the overage or shortage occurs.

White Cliffs recorded $3.6 million, $3.3 million and $3.5 million of revenue related to PLA during the years ended December 31, 2017, 2016 and 2015, respectively. White Cliffs recorded $0.1 million, $0.1 million and $2.3 million of costs of products sold related to actual product shortages for the years ended December 31, 2017, 2016 and 2015, respectively. During the years ended December 31, 2017 and 2016, White Cliffs sold $11.9 million and $4.8 million of inventory to and purchased $11.0 million and $5.0 million of inventory from SemGroup.



	December 31, 2017			December 31, 2016
Land	$	31,770		$	31,770
Pipelines and related facilities	600,837			588,206
Storage and terminal facilities	1,830			1,830
Other property and equipment	3,669			3,550
Construction-in-progress	10,227			16,452
Property, plant and equipment, gross	648,333			641,808
Accumulated depreciation	(168,006		)	(133,765		)
Property, plant and equipment, net	$	480,327		$	508,043

White Cliffs recorded depreciation expense of $34.2 million, $31.9 million and $30.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Property, plant and equipment includes accruals for construction costs incurred but not yet paid of $0.5 million and $0.8 million at December 31, 2016 and 2015, respectively. No amounts were incurred but not yet paid at December 31, 2017.

Other intangible assets consist of customer relationships. They are generally amortized on an accelerated basis over the estimated period of benefit and may be subject to impairments in the future if White Cliffs is unable to maintain the relationships with the customers to which the assets relate. The following table shows the changes in the other intangible asset balances (in thousands):

White Cliffs may from time to time experience leaks of petroleum products from its facilities, as a result of which it may incur remediation obligations or property damage claims. In addition, White Cliffs is subject to numerous environmental regulations. Failure to comply with these regulations could result in the assessment of fines or penalties by regulatory authorities.

White Cliffs may be subject to removal and restoration costs upon retirement of our facilities. However, White Cliffs is unable to predict when, or if, its pipelines, storage tanks and related facilities would become completely obsolete and require decommissioning. Accordingly, White Cliffs has not recorded a liability or corresponding asset, as both the amount and timing of such potential future costs are indeterminable.

White Cliffs is a party to various other claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, will not have a material adverse effect on White Cliffs’ financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of consolidated liabilities may change materially as circumstances develop.

During the years ended December 31, 2017, 2016 and 2015, White Cliffs generated service revenues from its owners in the amounts of $140.4 million, $171.5 million and $184.4 million, respectively. During the years ended December 31, 2017 and 2016, White Cliffs sold crude oil to its owners in the amount of $11.9 million and $4.8 million, respectively. There were no crude oil sales to its owners during the years ended December 31, 2015. During the years ended December 31, 2017 and 2016, White Cliffs purchased crude oil from its owners in the amounts of $11.0 million and $5.0 million, respectively. There were no purchases from its owners during the year ended December 31, 2015. White Cliffs has storage and management services agreements with SemGroup. White Cliffs paid $4.9 million, $4.8 million and $4.8 million for such services during the years ended December 31, 2017, 2016 and 2015, respectively.

SemGroup incurs certain general and administrative expenses on behalf of White Cliffs for which the other owners of White Cliffs are not responsible. White Cliffs records the expense and a corresponding member contribution from SemGroup, since White Cliffs is not required to reimburse SemGroup for these expenses. White Cliffs recorded $1.5 million, $1.6 million and $1.3 million of such general and administrative expense during the years ended December 31, 2017, 2016 and 2015, respectively.



Balance, December 31, 2014	$	16,043
Amortization	(4,069		)
Balance, December 31, 2015	11,974
Amortization	(3,478		)
Balance, December 31, 2016	8,496
Amortization	(2,972		)
Balance, December 31, 2017	$	5,524



For the year ending:
December 31, 2018	$	2,541
December 31, 2019	1,133
December 31, 2020	748
December 31, 2021	468
December 31, 2022	268
Thereafter	366
Total estimated amortization expense	$	5,524



Years ending:
December 31, 2018	$	2,700
December 31, 2019	2,088
December 31, 2020	187
December 31, 2021	—
December 31, 2022	—
Thereafter	—
Total future minimum lease payments	$	4,975



Pipelines and related facilities	20 years
Storage and terminal facilities	10 –25 years
Other property and equipment	3 – 15 years