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Crestwood Midstream Partners LP Morgan Stanley Midstream MLP Corporate Access Event March 5, 2013

Crestwood Midstream Partners LP

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Page 1: Crestwood Midstream Partners LP

Crestwood Midstream Partners LPMorgan Stanley Midstream MLP

Corporate Access EventMarch 5, 2013

Page 2: Crestwood Midstream Partners LP

Forward Looking Statements

2

This presentation contains forward-looking statements and projections, made in reliance on the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995, regarding future events, occurrences, circumstances, activities,performance, outcomes and results of Crestwood Midstream Partners LP (“Crestwood” or “CMLP”). Although thesestatements reflect the current views, assumptions and expectations of Crestwood’s management, the matters addressedherein are subject to numerous risks and uncertainties, which could cause actual activities, performance, outcomes andresults to differ materially from those indicated. However, a variety of factors could cause actual results to materiallydiffer from Crestwood’s current expectations in financial condition, results of operations and cash flows including, withoutlimitation, changes in general economic conditions; fluctuations in oil, natural gas and natural gas liquids prices; theextent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within areas ofacreage dedicated on and within proximity of our assets; failure or delays by our customers in achieving expectedproduction in their natural gas projects; competitive conditions in our industry and their impact on our ability to connectnatural gas supplies to our gathering and processing assets or systems; actions or inactions taken or non-performanceby third parties, including suppliers, contractors, operators, processors, transporters and customers; our ability toconsummate acquisitions, successfully integrate acquired businesses, realize any cost savings and other synergies fromany acquisition; changes in the availability and cost of capital; operating hazards, natural disasters, weather-relateddelays, casualty losses and other matters beyond our control; timely receipt of necessary government approvals andpermits, our ability to control the costs of construction, including costs of materials, labor and rights-of-way and otherfactors that may impact our ability to complete projects within budget and on schedule; the effects of existing and futurelaws and governmental regulations, including environmental and climate change requirements; the effects of existingand future litigation; risks related to our substantial indebtedness; and other factors disclosed in Crestwood’s filings withthe Securities and Exchange Commission. The forward-looking statements included in this presentation are made onlyas of the date of this presentation, and we undertake no obligation to update any of these forward-looking statements toreflect new information, future events or circumstances except to the extent required by applicable law.

Page 3: Crestwood Midstream Partners LP

Current Crestwood Operations

(1) Key Operating Statistics as of 2/1/13

Key Operating Statistics (1)

Miles of Pipeline 849

Processing Plants 6

Compression HP (000’s) 259

Gathering Volume (MMcf/d) 975

Processing Volume (MMcf/d) 220

Fayetteville Shale100,000+ acres

15 year contracts

Haynesville Shale20,000+ acres

5-10 year contracts

Barnett Shale140,000+ acres

10-20 year contracts

Marcellus Shale127,000+ acres

20 year contract+ ROFO on Antero’s

Western rich gas AODGranite Wash13,000+ acres

10-13 year contracts

Avalon Shale55,000 acres

5 year contracts

3

Page 4: Crestwood Midstream Partners LP

Significant TransformationRepositioned Crestwood to be a leading diversified rich gas

focused partnership with assets in six world-class shale plays

4

Crestwood Holdings

(“HoldCo”)formed

KGS Barnett Shale

acquisition

CMLP issues $53MM equity

Fayetteville Shale and

Granite Wash acquisition

Haynesville Shale

acquisition

Marcellus Shale

acquisition (CMM Joint

Venture formed)

CMLP issues $153MM equity, $200MM Senior

Notes, increases revolver capacity to

$500MM

Avalon Shale

acquisition

CMLP issues $103MM equity

HoldCo $400MM term loan (replaced

existing loan)

CMM Joint Venture arranges $200MM

revolver

May 2010

Feb 2011

Nov 2011

Apr 2011

May 2011

March 2012

Oct 2010

Jan 2012

FRC & Management $535MM equity; HoldCo

$180MM term loan, arranges $400MM

revolver

Bolt-on Devon acquisition in rich Barnett

Shale

Aug 2012

CMLP issues $115MM equity

1

Nov 2012

CMLP issues $150MM Senior

Notes, increases revolver capacity to

$550MM

Dec2012

Bolt-on Enerven

acquisition by CMM in

Marcellus Shale

Drop Down of HoldCo’s 65%

interest in CMM to CMLP

Jan2013

CMLP issues $129MM Class

D Equity to HoldCo

2 3 4 5 6 7 8

Page 5: Crestwood Midstream Partners LP

Transitioning for Long Term Growth

5

Repositioning the Partnership through Diversification

Increased presence in liquids rich plays, representing 62% of Q4 2012 gathering volumes Increased exposure to broader fee-based services down the midstream value chain

Building Scale while Maintaining Cash Flow Stability

Increased fixed fee exposure to 98% of portfolio Added significant minimum volume commitment with Antero acquisition (increasing to

450 MMcf/d in 2016)

Balancing Growth between M&A and Greenfield Development

Focused on bolt-on acquisitions with operating synergies World-class business development team generating greenfield opportunities Established producer credibility and operational critical mass across six resource

plays

Managing Capitalization and Leverage Ratios Strong strategic and financial alignment with well capitalized general partner Commitment to maintain long-term capitalization of ~50% equity and ~50% debt

and long-term leverage of <4.0x

Page 6: Crestwood Midstream Partners LP

(1) Midpoint of CMLP Guidance.

Processing14% Gathering

66%

Compression20%

Increasing Diversification and Scale

2010

343 MMcfd Gathering

6

20132012

Processing25%

Gathering75%

Processing15%

Gathering84%

823 MMcfd Gathering 1,050 MMcfd Gathering(1)

By

Are

aB

y Se

rvic

e

BarnettDry

33%

Barnett Rich20%

Marcellus 28%

Fayetteville10%

Other6%

Other3%

Barnett Dry

20-25%

Barnett Rich

20-25%

Marcellus 40-45%

Fayetteville8-12%

Other5%

Other5%

In 2013, Antero expected to become Crestwood’s largest producer by volumes and Quicksilver will account for < 40% of total revenues

Page 7: Crestwood Midstream Partners LP

Long-Term Cash Flow Stability98% of Revenues covered by Fixed Fee Contracts

7

0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000

2032

2024

2022

2021

2020

2017 Avalon Shale

Barnett (1)

Haynesville / Bossier

Granite Wash

Fayetteville

Marcellus

Dedicated Acreage

Con

trac

t Ter

m o

f Maj

or P

rodu

cers

(1) Includes KWK and Devon Barnett acreage dedications to CMLP.

Page 8: Crestwood Midstream Partners LP

Leveraging Existing Relationships Towards New Opportunities

8

Page 9: Crestwood Midstream Partners LP

Infrastructure Investment Opportunity

Area with existing assets and operationsArea with greenfield or development projects being evaluated

$200+ billion anticipated midstream infrastructure required to support upstream development of unconventional assets over the next 2-3 decades

9

Established producer credibility and operational critical mass across six resource plays Seasoned business

development team draws from significant experiences at El Paso, Williams and Kinder Morgan Private equity support to

finance large-scale development projects

Crestwood Well Positioned to Participate in Long‐term 

Infrastructure Development

Page 10: Crestwood Midstream Partners LP

CMM Drop-Down and Marcellus Outlook

10

Page 11: Crestwood Midstream Partners LP

Transformational Transaction Repositions Crestwood to become one of the largest midstream service

providers in the rich gas area of the Marcellus Shale Further diversification into rich gas plays where near-term growth

prospects and organic opportunities are robust By year-end 2013, Antero expected to become Crestwood’s largest

producer by volumes

Over 3,000 future Marcellus drilling locations for Antero in its core acreage position

Backlog of 2013 organic growth opportunities around existing dedicated Marcellus acreage

Significant bolt-on acquisition opportunities

Significant minimum volume commitments from Antero through 2018 Guaranteed minimum revenues growing to >$50 million by 2016

Volumes have doubled since beginning of 2012 from 200 MMcf/d to 400 MMcf/d

Completes drop-down cycle by consolidating Marcellus opportunities into CMLP

Simplifies the capital structure providing increasing flexibility for HoldCo to pursue additional drop-down opportunities

Repositions the Company

11

High Visibility to Future Growth

Re-Loads HoldCofor Future

Drop-Downs

Increased Cash Flow

Stability

Page 12: Crestwood Midstream Partners LP

Crestwood acquired HoldCo’s 65% interest in CMM for $258 million

Enterprise valuation of $525 million for 100% of CMM (9x 2013E EBITDA)

Transaction financed with $129 million of cash drawn from Crestwood’s revolving credit facility plus 6.2 million of new Class D Units and 133,060 general partner units issued to HoldCo

Class D Units substantially similar to existing Class C Units

Distributions to Class D units are payable in cash or through the issuance of additional Class D Units at Crestwood’s discretion

Class D Units begin receiving distributions with the Q1 2013 distribution and convert to common units on March 1, 2014

After the transaction, HoldCo holds ~47% of the outstanding LP units of Crestwood providing further incentive for continued support of Crestwood growth

12

CMM Drop-Down Transaction Overview

Sources of Funds ($MM)

CMLP Revolving Credit Facility $129

Class D Unit & GP Equity Issuance $129

Total Sources of Funds $258

Uses of Funds ($MM)

CMM Drop Down Purchase Price $258

Total Uses of Funds $258

Page 13: Crestwood Midstream Partners LP

CMM substantially de-risked quicker than anticipated but still in “high-growth” phase Throughput growth from ~200 MMcf/d

in early 2012 to ~400 MMcf/d currently Drop-down exposes Crestwood to

100% of significant organic and bolt-on growth opportunities

7 - 8% accretion to Crestwood 2013 DCF / LP Unit Attractive purchase multiple of 9x

2013 EBITDA Valuation and transaction terms

unanimously approved by CMLP Conflicts Committee

Positions HoldCo for continuation of drop-down strategy with future M&A and greenfield development opportunities

Delivering on the Strategy

13

Drop-Down Strategy at Work

Future Greenfield

Development

Crestwood Midstream Partners LP (NYSE: CMLP)

49% LP/GP

Public and Class C

Unit holders

HoldCo

First Reserve and Management

51% LP

CMM Marcellus 

Shale

FutureDrop‐Down

CurrentCMLP Assets

Drop-Down #1

Page 14: Crestwood Midstream Partners LP

14

High Growth Marcellus Assets 20 year 100% fixed fee contract

structure with annual escalator

Provides low pressure gathering and compression services

Approximately 136,000 net acres area of dedication from Antero (East AOD) vs 104,000 net acres (127,000 gross acres) at acquisition

7 year minimum volume guarantee in East AOD (300-450 MMcf/d)

7 year right-of-first-offer on adjacent acreage (Western Area)

In early discussions regarding infrastructure development in Western Area

Illustrates strength of Crestwood’s relationship with Antero

East AOD

Western Area

Existing pipeline2013 PipelinesPlanned build out 2014-20163rd Party take away

Area of DedicationCMM compressor stations3rd Party compressor stationsMWE Sherwood Processing Plant

Page 15: Crestwood Midstream Partners LP

Ed Arnold Unit1H: 12.9 MMcf/d and 79 Bbl/d oil IP2H: 14.4 MMcf/d and 31 Bbl/d oil IP

Anna Unit2H: 5.8 MMcf/d and

175 Bbl/d oil IP

Nicholson Unit2H: 6.6 MMcf/d and

29 Bbl/d oil IP

Leatherman Unit1H: 14.7 MMcf/d IP2H: 11.8 MMcf/d IP

Highly Rich Gas88,000 Net Acres

960 Gross Locations

Rich Gas128,000 Net Acres

1,412 Gross Locations

Dry Gas60,000 Net Acres

674 Gross Locations

Valentine Unit1H: 19.7 MMcf/d and 73 Bbl/d oil IP2H: 13.9 MMcf/d and 33 Bbl/d oil IP

Heirs Unit1H: 17.0 MMcf/d IP2H: 18.6 MMcf/d IP

SherwoodProcessing

Plant

121 Horizontals Completed11.0 Bcfe avg EUR14.1 MMcf/d avg IP

6,923’ avg lateral length

Erwin Hilltop Unit1H: 13.3 MMcf/d IP

Tom’s Fork Unit2H: 13.6 MMcf/d IP

15

Strong Antero Results / Rich Gas Focus

Page 16: Crestwood Midstream Partners LP

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

2012 EBITDA Growth inGatheringVolumes

Addition ofCompression

Services

2013E EBITDA

16

13 Antero rigs running in area and 3 fraccrews 24/7

Significant gathering volume growth

Jan 1, 2012: ~200 MMcf/d

Current: ~400 MMcf/d

2013 average: ~460 MMcf/d

East AOD well IP’s running ~20% better than initial type curve assumptions

Antero currently committed to ~600 MMcf/d processing capacity and ~850 MMcf/d downstream transport capacity

Drop-down provides CMLP 100% exposure to tremendous Marcellus Shale growth

~122% growth in 2013 EBITDA relative to 2012 annualized

Enerven acquisition provides platform for incremental service offerings across the value chain

Marcellus Activity Outlook

2013 EBITDA Build-Up35% Interest

($000s)

0

100

200

300

400

500

600

Jan‐12 Jan‐13

MMcf/d

Actual Forecast

2012 2013

East AOD Gathering Volumes

350 MMcf/d300 MMcf/d

Min Volumes

Page 17: Crestwood Midstream Partners LP

Bolt-On Enerven Acquisition

17

Map Placeholder``

Tichenal

Jarvisville

Ike & MikeSalem

Existing pipeline

Planned build out 2012-2016

3rd Party take away

Enerven stations

$95 million acquisition by CMM of Enerven compression assets – Dec 2012 4 compressor stations on CMM gathering

systems in East AOD under 5 year Antero contract

31 total compressor units and 10 glycol dehydration units - 43,100 total HP (expanding to 46,200 HP)

295 MMcf/d total capacity (expanding to 320 MMcf/d)

Immediately accretive ~8.5x multiple; adds $11-12MM 2013 EBITDA

Bolt-on acquisition extends CMM’s value chain services to Antero in East AOD and across Marcellus region Meaningful incremental margin per Mcf of

throughput (~60% increase)

Funded by CMM $200MM revolver

Page 18: Crestwood Midstream Partners LP

2013 Marcellus Projects Underway Antero is shifting development to the

higher BTU areas in SW portion of the East AOD and the Western Area

CMM’s 2013 capital projects to increase system capacity to ~500 MMcf/d to support Antero 2013 drilling program of 60+ new well connects

2013 budgeted capital of $105 –$115 million

2013 compression expansion projects

~$55 million budgeted capex

~255 MMcf/d of new compression capacity

Targeted in-service 2Q13 – 4Q13

2013 pipeline expansion projects

~$50 million budgeted capex

~18 miles of pipeline + laterals

Target in-service 2Q13 – 3Q13

18

Existing pipelinesPlanned build out 2014-20162013 Projects

Area of DedicationCMM compressor stations3rd Party compressor stations

Morgan

Tichenal

Perkins

JarvisvilleMarkWest Zinnia

SalemIke & Mike

Page 19: Crestwood Midstream Partners LP

19

Long-Term Growth Opportunities

Significant long term development for Antero within the East AOD under a 20-yr fixed fee contract

Bolt-on acquisitions of third party compression and pipeline assets within the East AOD

Inside Antero East AOD

Western Area

Exercise ROFO to acquire and develop significant rich-gas gathering and compression infrastructure for Antero in Western Area Early traction on incremental

business opportunities with Antero in Western Area

Eastern Dry Gas Area

Currently constructing Mackey Wolfe gathering system for Mountaineer Keystone in Barbour County

Potential to consolidate all eastern producer acreage through construction of the Tygart Valley Pipeline (TVP)

Existing pipelinePlanned build out 2013-20163rd Party take away

Areas of Dedication

Producer Acreage Areas

Tygart Valley

Momentum M3ETC, MarkWestCompressor stations

Mountaineer Keystone

Triana

HG

Triana

XTO, Hunt, Statoil

CNX

EnerPlus

Statoil

PDC

Antero Resources

Mackey Wolfe gathering system

Page 20: Crestwood Midstream Partners LP

Business Development Update

20

Page 21: Crestwood Midstream Partners LP

RKI Niobrara Shale Leasehold PositionCHK/RKI Leasehold

CHK Operated Rigs

Industry Rigs

Non‐Operated Rigs

Combined CHK/RKI footprint of ~750,000 acres in the Powder River Basin (PRB)

CHK currently operating 10 rigs

55 wells complete at year end 2012

Only 16 wells on production primarily due to limited midstream infrastructure

$480 million drilling carry from CNOOC drives CHK activity through 2014

Multiple PRB stacked crude oil formations (Teapot, Parkman, Sussex / Shannon, Niobrara / Frontier)

Jackalope Operating Area

Selected Completion Data from CHK (1)

Oil NGLs Gas Well Name County, State (bbls) (bbls) (mmcf) BOE

Wallis 23-33-71 A 3H Converse, WY 1,105 385 3.0 1,990

York Ranch 26-33-70 A 1H Converse, WY 745 440 3.4 1,750

Clausen Ranch 25-34-71 ST A 1H Converse, WY 1,075 280 2.2 1,720

21

(1) Source: Chesapeake Energy Corporation December 2012 investor presentation.

Page 22: Crestwood Midstream Partners LP

Crestwood – RKI Niobrara Project Status Crestwood signed letter agreements in 4Q 2012 to: Acquire RKI’s 50% non-op interest in the existing Jackalope gathering

system

Obtain long term dedications of gas gathering and processing rights of potentially all of RKI’s 50% interest in the approximately 750,000 acre footprint

Initiate certain development activities with respect to planned processing facilities required for the eventual build-out of the Jackalope system, subject to reimbursement by RKI

Negotiation and execution of definitive agreements expected to be completed during first half of 2013

Expect multi-year capital build-out Majority of investment expected to be warehoused at the GP/JV level at

HoldCo throughout the early development period

CMLP drop-down opportunities as build-out matures

22

Page 23: Crestwood Midstream Partners LP

Utica Shale / Point Pleasant Development Currently in discussions with

Utica Shale/Point Pleasant producers for development of gathering and processing facilities

Potential for condensate, rich gas gathering and NGL pipelines in northeast Ohio and northwest Pennsylvania

Extension of value chain services for storage and terminaling

Initial development by HoldCoor joint venture expands drop-down growth at CMLP as cash flows mature

23

Page 24: Crestwood Midstream Partners LP

Permian Basin Development

24

Significant ramp up of producer activity in the Avalon Shale area

Crestwood’s Las Animas “starter-kit” system provides early traction with area producers as lack of midstream infrastructure currently exists to support potential rich gas production

Opportunity for potential conversion of existing system to rich gas service and installation of existing spare processing capacity

Crestwood Target Area

Existing Las Animas Gathering System

Page 25: Crestwood Midstream Partners LP

25

Greenfield Development Financing Plan

Crestwood Financing

Plan

Utilize private capital to acquire high growth assets and/or develop greenfield projects

Continued support from First Reserve

Raise incremental private equity capital from third parties

Utilize First Reserve / Sponsor Equity

Acquire / consolidate assets at CMLP when cash flow profile is appropriate

Apply targeted long-term capital structure for long-term assets

Drop-downs allow for opportunistic access to capital markets

Bolt‐On M&A / Drop‐Downs to CMLP

Opportunistically term-out revolver to maintain liquidity

Build in capacity as appropriate to allow for planned growth

Negative covenant flexibility to permit joint venture drop-down strategy

Manage Liquidity

Joint venture / HoldCo structure to warehouse high growth assets

Follow-on private equity and project financing to support capital build-out

CMLP to operate joint venture assets

Warehouse High Growth Assets

Page 26: Crestwood Midstream Partners LP

Financial Overview

26

Page 27: Crestwood Midstream Partners LP

CMLP Financial Forecast

27

Throughput (MMcf/d)

Adjusted EBITDA ($MM)

Growth Capital Expenditures ($MM)

Adjusted Distributable Cash Flow ($MM)

343

570

823

1,050

$55 $63$47

$32

$125

215

RichDry

RichDry

(1) Represents mid-point of 2013 guidance

(1) (1)

(1)(1)

Page 28: Crestwood Midstream Partners LP

2012 Financial Highlights

28

(1) Includes 100% of CMM gathering volumes.

Improvements in all key financial and operational metrics

Gathering and processing volume growth driven by rich gas areas

Continued growth in Adjusted EBITDA, 9% increase to a record annual performance of $119 million

8% distribution growth; on target with previously announced guidance

2012 Highlights%

IncreaseYear Ended

2012 2011

Operating Statistics:Gathering (Bcf) (1) 301.1 208.1 + 45%

Processing (Bcf) 63.3 52.6 + 20%

Financial Metrics:

Revenues ($MMs) 214.0$ 205.8$ + 4%

Adjusted EBITDA ($MMs) 119.3$ 110.0$ + 9%

Adjusted distributable cashflow ($MMs) 91.2$ 87.8$ + 4%

Distributions per Unit 2.02$ 1.87$ + 8%

Page 29: Crestwood Midstream Partners LP

CMLP Capitalization

29

(1) Adjustments reflect the $258MM drop down of remaining 65% interest in Q1 2013. Transaction financed with 50% debt and 50% with issuance of Class D Units. Distributions on the Class D Units will be paid with additional Class D Units, not cash, throughout 2013.

(2) Represents latest twelve months as defined in CMLP’s credit agreement, further adjusted to reflect annualized fourth quarter 2012 distributions from CMM and pro forma impact of Enerven acquisition. Pro Forma CMM drop down represents the acquisition of the remaining 65% interest.

(3) Remaining liquidity calculated as maximum facility capacity of $550 million, less current amount outstanding.(4) The Class C Units will begin receiving cash distributions effective with the first quarter 2013 distribution to be paid in May 2013.

Pro FormaCMM As Adjusted

($ millions) 12/31/2012 Drop Down (1) 12/31/2012

Capitalization

Revolving credit facility $206.7 $129.0 $335.77.75% Senior Notes, due 2017 350.0 – 350.0Capitalized leases 7.0 – 7.0

Total CMLP Debt $563.7 $129.0 $692.7

Partners' capital 620.7 129.0 749.7

Total Crestwood capitalization $1,184.4 $258.0 $1,442.4

Pro Forma LTM Adjusted EBITDA (2) $140.6 $26.5 $167.1

Credit Statistics:

Debt / Total capitalization 48% 48%Debt / Pro Forma LTM Adjusted EBITDA 4.0x 4.1xRemaining Liquidity (3) $343.3 $214.3

Units Outstanding

Common Units 41.2 – 41.2Class C Units (4) 7.2 – 7.2Class D Units – 6.2 6.2

Total Limited Partner Units 48.4 6.2 54.6

Page 30: Crestwood Midstream Partners LP

Key Investment Considerations

30

Well positioned assets poised for both near-term and long-term cash flow growth

98% fee-based revenues mitigates direct commodity price risk

Management team with strong track record of execution of strategic objectives

Strong general partner sponsorship and structure supports growth strategy

Page 31: Crestwood Midstream Partners LP

The following slides of this presentation provide reconciliations of the non-GAAP financial measures adjusted EBITDA and adjusted distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income or operating income or any other GAAP measure of liquidity or financial performance.

We define adjusted EBITDA as net income from continuing operations adjusted for interest expense, income taxes, depreciation, amortization and accretion expense and certain non-recurring expenses, including but not limited to items such as transaction related expenses and gains/losses on the exchange of property, plant and equipment. Adjusted EBITDA is commonly used as a supplemental financial measure by senior management and by external users of our financial statements, such as investors, research analysts and rating agencies, to assess the financial performance of our assets without regard to financing methods, capital structures or historical cost basis. We define adjusted distributable cash flow as net income from continuing operations adjusted for: (i) the addition of depreciation, amortization and accretion expense; (ii) the addition of income taxes; (iii) the addition of non-cash interest expense; (iv) the subtraction of maintenance capital expenditures and (v) certain non-recurring expenses, including but not limited to items such as transaction related expenses and gains/losses on the exchange of property, plant and equipment. The GAAP measure most directly comparable to adjusted distributable cash flow is net income from continuing operations.

Non-GAAP Financial Measures

31

Page 32: Crestwood Midstream Partners LP

Non-GAAP Reconciliations

32

Year Ended December 31, 2008 2009 2010 2011 2012

($ in thousands)

Total revenues 76,084$ 95,881$ 113,590$ 205,820$ 213,961$ Product purchases - - - (38,787) (39,005) Operations and maintenance expense (19,395) (21,968) (25,702) (36,303) (40,617) General and administrative expense (6,407) (9,676) (17,657) (24,153) (25,890) Gain from exchange of property, plant and equipment - - - 1,106 - Earnings from unconsolidated affiliate - - - - 3,847 Other income 11 1 - - -

EBITDA 50,293 64,238 70,231 107,683 112,296 Non-recurring transaction related expenses - - 6,318 2,279 3,805 Less: Equity earnings from unconsolidated affiliate - - - - (3,847) Add: Adjusted earnings from unconsolidated affiliate - - - - 7,074

Adjusted EBITDA 50,293 64,238 76,549 109,962 119,328 Less:

Depreciation, amortization and accretion expense 13,131 20,829 22,359 33,812 45,726 Interest expense 8,437 8,519 13,550 27,617 33,618 Income tax provision (benefit) 253 399 (550) 1,251 1,206 Non-recurring transaction related expenses - - 6,318 2,279 7,032

Net income from continuing operations 28,472$ 34,491$ 34,872$ 45,003$ 31,746$

Net income from continuing operations 28,472$ 34,491$ 34,872$ 45,003$ 31,746$ Depreciation, amortization and accretion expense 13,131 20,829 22,359 33,812 45,726 Income tax provision (benefit) 253 399 (550) 1,251 1,206 Non-cash interest expense 6,096 3,836 4,961 3,473 4,506 Non-cash equity compensation 1,017 1,705 5,522 916 1,877 Maintenance capital expenditures (1,890) (10,000) (6,600) (1,409) (4,084)

Distributable cash flow 47,079 51,260 60,564 83,046 80,977 Transaction related expenses and non-recurring gains - - 2,737 4,779 3,805 Significant minimum volume deficiency payment - - - - 2,718 Less: Equity earnings from unconsolidated affiliate - - - - (3,847) Add: Adjusted DCF from unconsolidated affiliate - - - - 7,500

Adjusted distributable cash flow 47,079$ 51,260$ 63,301$ 87,825$ 91,153$

Cash distributions declared for respective period 33,736 39,428 52,423 70,453 95,983

Distribution coverage 1.40x 1.30x 1.21x 1.25x 0.95x

Page 33: Crestwood Midstream Partners LP

Non-GAAP Reconciliations

33

2013Guidance

Net income: $38 million to $53 million

Add/Deduct:

Depreciation, amortization and accretion expense $80 million

Interest expense, net $50 million

Income tax provision $2 million

Adjusted EBITDA $170 million to $185 million

Note: Information as provided in Crestwood's February 26, 2013 news release.