Semgroup (SEMG) 8-K Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99

SEMGROUP CORPORATION

Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 1, 2011, SemGroup Corporation contributed certain assets and liabilities of its subsidiary, SemStream, L.P. (“SemStream”), to NGL Energy Partners LP (“NGL Energy”) in exchange for equity interests in NGL Energy and cash, pursuant to a Contribution Agreement entered into on August 31, 2011. The accompanying unaudited pro forma condensed consolidated financial statements of SemGroup Corporation have been prepared in accordance with Article 11 of Regulation S-X. The accompanying unaudited pro forma condensed consolidated balance sheet reflects the transaction with NGL Energy as if it had occurred on June 30, 2011. The accompanying unaudited pro forma condensed consolidated statements of operations reflect the transaction with NGL Energy as if it had occurred on January 1, 2010. The terms “we”, “our”, “us”, and similar language used in these unaudited pro forma condensed consolidated financial statements refer to SemGroup Corporation and its subsidiaries.

These unaudited pro forma condensed consolidated financial statements have been derived from our historical financial statements, which are included in our quarterly report on Form 10-Q for the quarter ended June 30, 2011 and our annual report on Form 10-K for the year ended December 31, 2010. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical financial statements and related notes thereto.

These unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and do not purport to represent what our actual results of operations or financial position would have been if the transaction had occurred on the dates assumed, nor are they necessarily indicative of our future operating results or financial position. However, the pro forma adjustments shown in these unaudited condensed consolidated pro forma financial statements reflect estimates and assumptions that we believe to be reasonable.

SEMGROUP CORPORATION

Unaudited Pro Forma Condensed Consolidated Balance Sheet

June 30, 2011

(Dollars in thousands)

				Pro Forma
	Historical			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	88,737		$	30,716	(a)	$	88,737
					(30,716	)(b)
Restricted cash		46,546			—			46,546
Accounts receivable, net of allowance		236,118			—			236,118
Inventories		89,393			(60,715	)(c)		28,678
Current assets of discontinued operations		171			—			171
Other current assets		31,913			(9,993	)(c)		21,920
Total current assets		492,878			(70,708	)		422,170
Property, plant and equipment, net		801,022			(47,306	)(c)		753,716
Equity method investments		147,734			183,961	(d)		331,695
Goodwill		110,016			(50,071	)(c)		59,945
Other intangible assets, net		30,022			(12,787	)(c)		17,235
Other assets, net		18,780			(719	)(b)		15,024
					(3,037	)(c)
Total assets	$	1,600,452		$	(667	)	$	1,599,785
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable	$	157,514		$	—		$	157,514
Accrued liabilities		50,810			—			50,810
Payables to pre-petition creditors		43,989			—			43,989
Other current liabilities		30,297			(12,528	)(c)		17,769
Current liabilities of discontinued operations		1,163			—			1,163
Current portion of long-term debt		9,150			(12	)(c)		9,138
Total current liabilities		292,923			(12,540	)		280,383
Long-term debt		307,456			(30,716	)(b)		276,663
					(77	)(c)
Deferred income taxes		92,262			—			92,262
Other noncurrent liabilities		55,811			(90	)(c)		55,721
Owners’ equity:
Common stock		416			—			416
Additional paid-in capital		1,026,287			—			1,026,287
Accumulated deficit		(182,456	)		(719	)(b)		(139,700	)
					43,475	(e)
Accumulated other comprehensive income		7,753			—			7,753
Total owners’ equity		852,000			42,756			894,756
Total liabilities and owners’ equity	$	1,600,452		$	(667	)	$	1,599,785

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SEMGROUP CORPORATION

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2011

(Dollars in thousands, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Revenues:
Product	$	634,757		$	(359,808	)(f)	$	274,949
Service		68,610			(542	)(f)		68,068
Other		47,806			(132	)(f)		47,674
Total revenues		751,173			(360,482	)		390,691
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below		588,370			(355,524	)(f)		232,846
Operating		75,628			(4,370	)(f)		71,258
General and administrative		40,380			(2,203	)(f)		38,177
Depreciation and amortization		26,260			(2,623	)(f)		23,637
Gain on disposal of long-lived assets, net		(136	)		(65	)(f)		(201	)
Total expenses		730,502			(364,785	)		365,717
Equity in earnings of White Cliffs		6,150			—	(g)		6,150
Operating income		26,821			4,303			31,124
Other expenses (income):
Interest expense		43,370			(1,382	)(h)		41,988
Foreign currency transaction gain		(556	)		(28	)(f)		(584	)
Other income, net		(5,591	)		1	(f)		(5,590	)
Total other expenses, net		37,223			(1,409	)		35,814
Loss from continuing operations before income taxes		(10,402	)		5,712			(4,690	)
Income tax expense		1,894			—			1,894
Loss from continuing operations	$	(12,296	)	$	5,712		$	(6,584	)
Basic and diluted loss from continuing operations per common share	$	(0.30	)				$	(0.16	)

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SEMGROUP CORPORATION

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2010

(Dollars in thousands, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Revenues:
Product	$	1,354,765		$	(712,270	)(f)	$	642,495
Service		181,913			(1,332	)(f)		180,581
Other		93,656			(862	)(f)		92,794
Total revenues		1,630,334			(714,464	)		915,870
Expenses:
Costs of products sold, exclusive of depreciation and amortization shown below		1,265,932			(691,823	)(f)		574,109
Operating		153,440			(7,019	)(f)		146,421
General and administrative		87,237			(3,133	)(f)		84,104
Depreciation and amortization		70,882			(5,040	)(f)		65,842
Loss on disposal or impairment of long-lived assets, net		105,050			34	(f)		105,084
Total expenses		1,682,541			(706,981	)		975,560
Equity in earnings of White Cliffs		1,949			—	(g)		1,949
Operating loss		(50,258	)		(7,483	)		(57,741	)
Other expenses (income):
Interest expense		86,133			(2,764	)(h)		83,369
Foreign currency transaction loss		2,899			2	(f)		2,901
Other expense, net		1,439			2,981	(f)		4,420
Total other expenses, net		90,471			219			90,690
Loss from continuing operations before income taxes		(140,729	)		(7,702	)		(148,431	)
Income tax benefit		(6,223	)		—			(6,223	)
Loss from continuing operations	$	(134,506	)	$	(7,702	)	$	(142,208	)
Basic and diluted loss from continuing operations attributable to SemGroup per common share	$	(3.25	)				$	(3.44	)

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(a) Reflects the receipt of cash proceeds in return for assets contributed to NGL Energy. The amount shown herein was calculated based on the working capital as of June 30, 2011. Actual cash proceeds were based on working capital as of the date of the contribution.

(b) Reflects the use of cash proceeds to reduce the principal balance on our term loans that were in place at June 30, 2011 and the related acceleration of amortization of debt issuance costs.

(c) Reflects the contribution of assets and liabilities to NGL Energy.

(d) Reflects the estimated fair value of our investment in NGL Energy received upon completion of the transaction.

(e) Represents the pro forma gain resulting from the transaction, calculated as the excess of the estimated fair value of the consideration we received over the net book value of the assets and liabilities we contributed to NGL Energy, determined using the June 30, 2011 net book value of the assets. The actual gain recorded upon completion of the transaction will differ from the pro forma gain reflected in these unaudited condensed consolidated pro forma financial statements.

(f) Reflects adjustments to remove the revenue and expenses directly attributable to the contributed assets, including revenue related to changes in the fair value of derivative instruments. No pro forma effect was given to potential reductions of indirect allocated general and administrative expense. No pro forma effect was given to the gain recorded upon completion of the transaction.

(g) No pro forma effect was given to equity in earnings or losses of our acquired investment in NGL Energy, as our acquisition of the investment in NGL Energy did not meet the significance tests to require pro forma presentation.

(h) Reflects pro forma interest savings resulting from the use of cash proceeds to reduce the outstanding principal balance on our term loan, using the 9% interest rate on the term loan that was in place until it was refinanced in June 2011.

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