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•	Our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs;

•	The ability of our subsidiary, Rose Rock Midstream, L.P., to generate sufficient cash flow from operations to provide the level of cash distributions we expect;

•	Any sustained reduction in demand for, 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 general market conditions and the credit ratings for our debt obligations and equity;

•	The loss of, or a material nonpayment or nonperformance by, any of our key customers;

•	The amount of cash distributions, capital requirements and performance of our investments and joint ventures;

•	The amount of collateral required to be posted from time to time in our purchase, sale or derivative transactions;

•	The impact of operational and developmental hazards and unforeseen interruptions;

•	Our ability to obtain new sources of supply of petroleum products;

•	Competition from other midstream energy companies;

•	Our ability to comply with the covenants contained in our credit agreements and the indentures governing our senior notes, including requirements under our credit agreements to maintain certain financial ratios;

•	Our ability to renew or replace expiring storage, transportation and related contracts;

•	The overall forward markets for crude oil, natural gas and natural gas liquids;

•	The possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases;

•	Changes in currency exchange rates;

•	Weather and other natural phenomena, including climate conditions;

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•	A cyber attack involving our information systems and related infrastructure, or that of our business associates;

•	The risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies;

•	Costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment;

•	The possibility that our hedging activities may result in losses or may have a negative impact on our financial results; and

•	General economic, market and business conditions.

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•	inventory management;

•	distribution; and

•	blending to achieve marketable grades or qualities of crude oil.

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•	the 2% general partner interest and a 55.1% limited partner interest in Rose Rock Midstream, L.P. ("Rose Rock"), a publicly traded master limited partnership, which owns:

◦	an approximately 570-mile crude oil gathering and transportation network in Kansas and Oklahoma with 650,000 barrels of associated storage and a crude oil storage facility in Cushing, Oklahoma with a capacity of 7.6 million barrels, of which 6.5 million barrels are leased to customers and 1.1 million barrels are used for crude oil operations, blending and marketing activities;

◦	a 51% ownership interest in White Cliffs Pipeline, L.L.C ("White Cliffs"), which owns a pipeline system consisting of two 527-mile parallel lines that transport crude oil from Platteville, Colorado to Cushing, Oklahoma (the "White Cliffs Pipeline"), that Rose Rock operates;

◦	a 50% ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain"), which owns a 215-mile crude oil pipeline that transports crude oil in western and north central Oklahoma (the "Glass Mountain Pipeline") that is operated by Rose Rock;

◦	the Wattenberg Oil Trunkline ("WOT"), a 75-mile, 12-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the White Cliffs Pipeline. The WOT has a capacity of 85,000 barrels per day as well as 360,000 barrels of operational storage;

◦	the Tampa pipeline, a 16-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;

◦	a crude oil trucking fleet of over 270 transport trucks and 270 trailers;

◦	a 30-lane crude oil truck unloading facility with 350,000 barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline; and

◦	approximately 61,800 barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.

•	4.7 million common units of NGL Energy Partners LP ("NGL Energy") and an 11.78% interest in NGL Energy Holdings LLC, the general partner of NGL Energy;

•	approximately 1,590 miles of natural gas and NGL transportation, gathering and distribution pipelines in Kansas, Oklahoma, Texas and Alberta, Canada;

•	8.7 million barrels of owned multi-product storage capacity located in the U.K.;

•	11 asphalt cement terminals and modification facilities and two marine terminals in Mexico;

•	majority interest in four natural gas processing plants located in Alberta, Canada, with a combined operating capacity of 695 million cubic feet per day;

•	five natural gas processing plants located in the U.S., with 595 million cubic feet per day of combined capacity; and

•	Maurepas Pipeline, a project underway to build 3 pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016.

•	move petroleum products throughout the U.S., Canada, Mexico and the U.K.;

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•	provide consistently reliable high-quality midstream services under predominantly fee and margin-based contractual arrangements;

•	mitigate commodity price risk exposure;

•	aggressively manage operating costs to maintain and improve operating margins;

•	expand business by improving, enhancing and expanding services at existing facilities and gaining new customers;

•	pursue complementary “bolt-on” growth opportunities having acceptable risks and returns; and

•	generate consistent operating margins, earnings and cash flows.

•	Crude Transportation;

•	Crude Facilities;

•	Crude Supply and Logistics;

•	SemGas;

•	SemCAMS;

•	SemLogistics;

•	SemMexico; and

•	SemStream.

•	a 570-mile crude oil gathering and transportation pipeline system with over 650,000 barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries and our storage terminal in Cushing;

•	the WOT, a 75-mile, 12-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs. The WOT has a capacity of approximately 85,000 barrels per day as well as 360,000 barrels of operational storage;

•	the Tampa pipeline, a 16-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;

•	a crude oil trucking fleet of over 270 transport trucks and 270 trailers;

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•	Maurepas Pipeline, a project underway to build 3 pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016;

•	a 51% ownership interest (through our interest in Rose Rock) in White Cliffs, which owns a 527-mile pipeline, consisting of two 12-inch common carrier, crude oil pipelines, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma; and

•	a 50% ownership interest in Glass Mountain, which owns a 210-mile crude oil pipeline in western and north central Oklahoma.

•	approximately 7.6 million barrels of crude oil storage capacity in Cushing, Oklahoma, of which 6.5 million barrels are leased to customers and 1.1 million barrels are used for crude oil operations and marketing activities; and

•	a 30-lane crude oil truck unloading facility with 350,000 barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline.

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•	approximately 61,800 barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.

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•	identify and communicate our risk appetite and risk tolerances;

•	establish an organizational structure that prudently separates responsibilities for executing, valuing and reporting our business activities;

•	value (where appropriate), report and manage all material business risks in a timely and accurate manner;

•	effectively delegate authority for committing our resources;

•	foster the efficient use of capital and collateral; and

•	minimize the risk of a material adverse event.

•	asset operations;

•	marketing;

•	investments, divestitures, and other capital expenditures and dispositions;

•	credit risk management; and

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Item 1A.	Risk Factors

•	incur additional indebtedness;

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•	incur liens;

•	enter into sale and lease back transactions;

•	make investments;

•	pay dividends or distributions;

•	make certain restricted payments;

•	consummate certain asset sales;

•	enter into certain transactions with affiliates; and

•	merge, consolidate and/or sell or dispose of all, or substantially all, of our assets.

•	general economic, financial and business conditions;

•	industry specific conditions;

•	credit availability from banks and other financial institutions;

•	investor confidence in us;

•	cash flow and earnings before interest, taxes, depreciation and amortization ("EBITDA") levels;

•	competitive, legislative and regulatory matters; and

•	provisions of tax and securities laws that may impact raising capital.

•	make it difficult for us to satisfy our obligations with respect to our indebtedness;

•	make us more vulnerable to general adverse economic and industry conditions;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for operations and other purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and industry in which we operate; and

•	place us at a competitive disadvantage compared to competitors that may have proportionately less indebtedness.

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•	the price of crude oil and the level of production of, and demand for, crude oil in the markets it serves;

•	the volume of crude oil that it gathers, transports, stores and/or markets;

•	the fees with respect to volumes that it handles;

•	the profitability of its marketing operations;

•	damage to pipelines, facilities, related equipment and surrounding properties caused by earthquakes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism or inadvertent damage to pipelines from construction, farm and utility equipment;

•	leaks or accidental releases of crude oil or other materials into the environment, whether as a result of human error or otherwise;

•	demand charges and volumetric fees associated with its transportation services;

•	the level of competition from other midstream energy companies;

•	the level of its operating, maintenance and general and administrative costs;

•	regulatory action affecting the supply of, or demand for, crude oil, the rates it can charge, how it contracts for services, its existing contracts, its operating costs or its operating flexibility;

•	changes in tax laws; and

•	prevailing economic conditions.

•	the level of capital expenditures it makes;

•	the cost of acquisitions;

•	its debt service requirements and other liabilities;

•	fluctuations in its working capital needs;

•	its ability to borrow funds and access capital markets;

•	restrictions contained in debt agreements to which it is a party; and

•	the amount of cash reserves established by its general partner.

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•	an increase in the price of products derived from petroleum products;

•	higher taxes, including federal excise taxes, crude oil severance taxes or sales taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of petroleum based products;

•	adverse economic conditions which result in lower spending by consumers and businesses on products derived from petroleum products;

•	effects of weather, natural phenomena, terrorism, war, or other similar acts;

•	an increase in fuel economy, whether as a result of a shift by consumers to more fuel efficient vehicles, technological advances by manufacturers or federal or state regulations;

•	decision by our customers or suppliers to use alternate service providers for a portion of all of their needs, operate in different markets not served by us, reduce operations or cease operations entirely; and

•	an increase in the use of alternative fuel sources such as ethanol, biodiesel, fuel cells, solar and wind power.

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•	the breakdown or failure of equipment, information systems or processes;

•	the performance of equipment at levels below those originally intended (whether due to misuse, unexpected degradation or design, construction or manufacturing defects);

•	failure to maintain adequate inventories of spare parts;

•	operator error;

•	labor disputes;

•	disputes with connected facilities and carriers; and

•	catastrophic events such as natural disasters, earthquakes, fires, explosions, fractures, acts of terrorism and other similar events, many of which are beyond our control.

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•	performance from the acquired businesses or assets that is below the forecasts we used in evaluating the acquisition;

•	a significant increase in our indebtedness and working capital requirements;

•	the inability to timely and effectively integrate the operations of recently acquired businesses or assets;

•	the incurrence of substantial unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition;

•	risks associated with operating in lines of business that are distinct and separate from our historical operations;

•	loss of customers or key employees of the acquired businesses; and

•	the diversion of management’s attention from other business concerns.

•	perform on-going assessments of pipeline integrity on a recurring frequency schedule;

•	identify and characterize applicable potential threats to pipeline segments that could impact a high consequence area;

•	improve data collection, integration and analysis;

•	repair and remediate the pipeline as necessary; and

•	implement preventive and mitigating actions.

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•	NGL Energy may not have sufficient cash to enable it to pay minimum quarterly distributions on its common units, including the NGL common units owned by us (the "NGL Common Units");

•	The amount of cash NGL Energy has available for distribution to its unitholders, including us, depends primarily on its cash flow rather than on its profitability, which may prevent it from making distributions, even during periods in which it realizes net income;

•	Current conditions in the global capital and credit markets, and general economic pressures, may adversely affect NGL Energy’s financial position and results of operations;

•	If NGL Energy does not successfully identify acquisition candidates, complete accretive acquisitions on economically acceptable terms, or adequately integrate the acquired operations into its existing operations, its future financial performance may be adversely affected and its growth may be limited;

•	Increases in interest rates could adversely impact NGL Energy’s common unit price, its ability to issue equity or incur debt for acquisitions or other purposes, and its ability to make cash distributions at its intended levels;

•	NGL Energy’s partnership agreement limits the fiduciary duties of NGL Energy’s general partner to NGL Energy’s unitholders, including us, and restricts the remedies available to the unitholders for actions taken by its general partner that might otherwise be breaches of fiduciary duty;

•	Cost reimbursements to NGL Energy’s general partner may be substantial and could reduce its cash available to make quarterly distributions on the common units, including the NGL Common Units;

•	NGL Energy’s partnership agreement requires that NGL Energy distribute all of its available cash, which could limit its ability to grow and make acquisitions; and

•	Other factors discussed in NGL Energy’s Annual Report on Form 10-K and as are included from time to time in NGL Energy’s public announcements and other filings with the SEC.

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•	federal and comparable state and foreign laws that impose obligations related to air emissions;

•	federal and comparable state and foreign laws that impose requirements for the handling, storage, treatment or disposal of solid and hazardous waste from our facilities;

•	federal and comparable state and foreign laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or at locations to which our hazardous substances have been transported for disposal; and

•	federal and comparable state and foreign laws that regulate discharges from our facilities require spill protection planning and preparation and set requirements for other actions for protection of waters.

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•	price competition;

•	the perception that another company can provide better service;

•	the availability of alternative supply points, or supply points located closer to the operations of our customers.

•	the level of existing and new competition to provide storage and transportation services to our markets;

•	the macroeconomic factors affecting crude oil storage and transportation economics for our current and potential customers;

•	the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;

•	the extent to which the customers in our markets are willing to contract on a long-term basis; and

•	the effects of federal, state or local regulations on the contracting practices of our customers.

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•	the amount of cash that Rose Rock and our other subsidiaries distribute to us;

•	the amount of cash we generate from our operations, our working capital needs, our level of capital expenditures and our ability to borrow;

•	the restrictions contained in our indentures and credit agreements and our debt service requirements; and

•	the cost of acquisitions, if any.

•	the risk factors described in this report on Form 10-K;

•	our operating and financial results differing from that expected by securities analysts and investors;

•	the financial and stock price performance of our competitors or companies in our industry generally;

•	changes in accounting standards, policies, interpretations or principles;

•	changes in laws or regulations which adversely affect our industry or us;

•	general conditions in our customers’ industries; and

•	general economic conditions and conditions in the securities markets.

Item 1B.	Unresolved Staff Comments

Item 3.	Legal Proceedings

Item 4.	Mine Safety Disclosures

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•	various impairments of long-lived assets and gains/losses on disposal of long-lived assets;

•	the sale of SemStream assets to NGL Energy on November 1, 2011; and

•	the initial public offering for Rose Rock in December 2011.

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•	our operating performance as compared to that of other companies in our industry, without regard to financing methods, historical cost basis, capital structure or the impact of fluctuating commodity prices; and

•	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

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•	we have already sold that product for physical delivery pursuant to sales contracts at a market index price,

•	we sell the product for future physical delivery pursuant to effectively back-to-back sales contracts, or

•	we enter into futures and swaps contracts on the NYMEX or over the counter markets.

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•	operating expenses, maintenance capital expenditures and cash dividends and distributions through existing cash and cash from operating activities;

•	expansion capital expenditures and any working capital deficits through cash on hand, borrowings under our credit facilities and the issuance of debt securities and equity securities;

•	acquisitions through cash on hand, borrowings under our credit facilities and the issuance of debt securities and equity securities; and

•	debt principal payments through cash from operating activities and refinancings when the credit facilities become due.

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•	$21.1 million decrease in net losses on disposals or impairments primarily due to losses recognized in 2014 related to a $20.1 million loss on the sale of certain natural gas gathering assets in eastern Oklahoma and an $11.9 million impairment charge on leaseholds of unproved oil and gas properties located in Kansas,

•	$10.2 million increase in distributions from equity method investees and a $17.2 million increase in earnings from equity method investments primarily due to increased earnings of White Cliffs from expansion projects,

•	a lower gain on the sale of common units of equity method investee of $19.7 million due to fewer common units of NGL Energy sold and lower sales prices in 2015 as compared to 2014,

•	$13.4 million due to prior year losses on the fair value of warrants which expired in November 2014,

•	$7.0 million decrease in deferred tax expense primarily due to lower pre-tax book income net of minority interest in Rose Rock and prior year impact of warrant exercise expense, and

•	$3.1 million decrease in inventory valuation adjustments due to smaller write-downs of crude oil inventories related to price declines in 2015 as compared to 2014.

•	$31.0 million increase in inventory primarily due to increased inventory of our Crude Supply and Logistics segment due to an additional 1.1 million barrels of crude oil on hand which partially relates to a strategic build to capture margins due to forward market crude oil prices being higher than spot market prices,

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•	$20.0 million decrease in accounts receivable, including receivable from affiliates, generally due to lower commodity prices and volumes,

•	$5.9 million decrease in accounts payable, including payable to affiliates, and accrued liabilities generally due to lower prices and volumes and timing of purchases, and

•	restricted cash and payables to pre-petition creditors decreased due to resolution of bankruptcy related matters.

•	$72.4 million increase in deferred tax expense primarily due to the release of the valuation allowance on our net operating loss carryforward in 2013,

•	$32.8 million increase in net losses on disposals or impairments primarily due to a $20.1 million loss on the sale of certain natural gas gathering assets in eastern Oklahoma and an $11.9 million impairment charge on leaseholds of unproved oil and gas properties located in Kansas,

•	$32.0 million increase in depreciation and amortization primarily due to capital projects placed in-service, amortization of intangible assets acquired during 2014 and 2013 and revisions of the useful lives of certain sections of the Kansas and Oklahoma pipeline,

•	$21.6 million increase in distributions from equity method investees and an $11.7 million increase in earnings from equity method investments, including distributions and earnings from Glass Mountain which was placed in-service in 2014 and the partial year impact of the White Cliffs expansion which was completed in August 2014,

•	$34.2 million gain on the sale of common units of equity method investee related to the disposition of common units of NGL Energy,

•	$33.0 million decrease in losses on the fair value of warrants which expired in November 2014, and

•	$5.7 million increase in inventory valuation adjustments due to decreases in crude oil prices to levels below our carrying values.

•	$37.4 million decrease in accounts payable, including payable to affiliates, and accrued liabilities primarily due to decreases in commodity prices and timing of payments partially offset by increased interest payable on our Rose Rock senior unsecured notes,

•	$17.9 million decrease in accounts receivable, including receivable from affiliates, due to decreases related to declining crude oil prices, partially offset by increases in receivables of our SemGas segment due to increased revenues in northern Oklahoma, and

•	$6.2 million increase in inventory primarily due to increased inventory of our SemMexico segment.

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•	expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long-term; or

•	maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets or for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity.

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(1)	Assumes interest rates, fee rates and letters of credit and loans outstanding are as of December 31, 2015, and remain constant thereafter until maturity except for required principal payments.

(2)	Take-or-pay commitments include a five-year transportation take-or-pay agreement with White Cliffs for approximately 5,000 barrels per day which began in October 2015 and a seven-year transportation take-or-pay agreement for 5,000 barrels per day on the Dakota Access Pipeline which is expected to begin in the fourth quarter of 2016.

(3)	The bulk of the commitments shown in the table above relate to agreements to purchase product from a counterparty and to sell a similar amount of product (in a different location) to the same counterparty. Many of the commitments shown in the table above are cancellable by either party, as long as notice is given within the time frame specified in the agreement (generally 30 to 120 days).

(4)	Capital expenditure expansion projects represent our 51% interest in the White Cliffs Pipeline expansion and construction of Maurepas Pipeline.

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•	significant decrease in the market price of a long-lived asset;

•	significant adverse change in the manner an asset is used or its physical condition;

•	adverse business climate;

•	accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;

•	current period loss combined with a history of losses or the projection of future losses; and

•	change in our intent about an asset from an intent to hold such asset through the end of its estimated useful life to a greater than fifty percent likelihood that such asset will be disposed of before then.

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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•	A $0.10 change in natural gas price results in approximately a $2.1 million impact to Adjusted gross margin.

•	A $0.10 change in natural gas liquids prices (Conway and Mont Belvieu) results in approximately a $0.3 million impact to Adjusted gross margin.

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(a)	(1)    Financial Statements. The consolidated financial statements of the Company included in this Form 10-K are listed on page F-1, which follows the signature page to this Form 10-K.

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1.	OVERVIEW

•	Crude Transportation operates crude oil pipelines and truck transportation businesses in the United States. Crude Transportation’s assets include:

•	a 570-mile crude oil gathering and transportation pipeline system with over 650,000 barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries and our storage terminal in Cushing;

•	the Wattenberg Oil Trunkline ("WOT"), a 75-mile, 12-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs Pipeline, L.L.C. ("White Cliffs"). The WOT has a capacity of approximately 85,000 barrels per day as well as 360,000 barrels of operational storage;

•	a 16-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;

•	a crude oil trucking fleet of over 270 transport trucks and 270 trailers;

•	Maurepas Pipeline, a project underway to build three pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016;

•	a 51% ownership interest in White Cliffs, which owns a 527-mile pipeline, consisting of two 12-inch common carrier, crude oil pipelines, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma (the "White Cliffs Pipeline"); and

•	a 50% ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain"), which owns a 210-mile crude oil pipeline in western and north central Oklahoma ("the Glass Mountain Pipeline").

•	Crude Facilities operates crude oil storage and terminal businesses in the United States. Crude Facilities assets include:

•	approximately 7.6 million barrels of crude oil storage capacity in Cushing, Oklahoma, of which 6.5 million barrels are leased to customers and 1.1 million barrels are used for crude oil operations and marketing activities; and

•	a thirty-lane crude oil truck unloading facility with 350,000 barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline.

•	Crude Supply and Logistics operates a crude oil marketing business which utilizes our Crude Transportation and Crude Facilities assets for marketing purposes. Additionally, Crude Supply and Logistics' assets include:

•	approximately 61,800 barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.

•	SemGas, which provides natural gas gathering and processing services in the United States. SemGas owns and operates gathering systems and four processing plants with 595 million cubic feet per day of capacity.

•	SemCAMS, which provides natural gas gathering and processing services in Alberta, Canada. SemCAMS owns working interests in, and operates, four natural gas processing plants with a combined operating capacity of 695 million cubic feet per day.

•	SemLogistics, which provides refined product and crude oil storage services in the United Kingdom. SemLogistics owns a facility in Wales that has multi-product storage capacity of approximately 8.7 million barrels.

•	SemMexico, which purchases, produces, stores, and distributes liquid asphalt cement products in Mexico. SemMexico operates an in-country network of eleven asphalt cement terminals and modification facilities and two marine terminals.

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•	SemStream, which owns 4,652,568 common units representing 4.4% of the total limited partner interests, as of September 30, 2015, in NGL Energy Partners LP ("NGL Energy") (NYSE: NGL) and an 11.78% interest in the general partner of NGL Energy. We report the results of our investment in NGL Energy under the equity method on a one-quarter lag (Note 5).

2.	CONSOLIDATION AND BASIS OF PRESENTATION

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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4.	ROSE ROCK MIDSTREAM, L.P.

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5.	EQUITY METHOD INVESTMENTS

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6.	ACQUISITIONS

•	124 trucks, 122 trailers and miscellaneous equipment; and

•	a long-term transportation agreement with Chesapeake Energy Marketing, Inc.

•	200 miles of gathering pipeline;

•	Rose Valley I plant - A 200 mmcf/d (million cubic feet per day) cryogenic processing plant, placed in operation in the first quarter of 2014;

•	Rose Valley II plant - A 200 mmcf/d cryogenic processing plant placed in operation in mid-2015;

•	Approximately 540,000 net acre dedication in the core of the Mississippi Lime play, supported by a joint venture between Chesapeake and Sinopec International Petroleum Exploration and Production Corporation ("Sinopec"); and

•	A 20-year, 100% fee based, gas gathering and processing agreement with certain affiliates of Chesapeake and Sinopec.

•	114 trucks, 120 trailers and miscellaneous equipment; and

•	a long-term take-or-pay customer transportation agreement, which has expired.

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7.	DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS

8.	SEGMENTS

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9.	INVENTORIES

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10.	OTHER ASSETS

11.	PROPERTY, PLANT AND EQUIPMENT

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12.	GOODWILL AND OTHER INTANGIBLE ASSETS

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13.	FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK

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14.	INCOME TAXES

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15.	LONG-TERM DEBT

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16.	COMMITMENTS AND CONTINGENCIES

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17.	EQUITY

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18.	EARNINGS PER SHARE

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20.	EMPLOYEE BENEFIT PLANS

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25.	CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

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