2. Forward Looking Statements
This presentation contains forward-looking statements and projections, made in reliance on the safe harbor provisions of the
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 these statements reflect the
current views, assumptions and expectations of Crestwood’s management, the matters addressed herein are subject to
numerous risks and uncertainties, which could cause actual activities, performance, outcomes and results to differ materially
from those indicated. However, a variety of factors could cause actual results to materially differ from Crestwood’s current
expectations in financial condition, results of operations and cash flows including, without limitation, changes in general
economic conditions; fluctuations in natural gas prices; the extent and success of drilling efforts, as well as the extent and quality
of natural gas volumes produced within proximity of our assets; failure or delays by our customers in achieving expected
production in their natural gas projects; competitive conditions in our industry; actions or inactions taken or non-performance by
third parties, including suppliers, contractors, operators, processors, transporters and customers; our ability to consummate
acquisitions, successfully integrate acquired businesses, and realize any cost savings and other synergies from any acquisition;
fluctuations in the value of certain of our assets and liabilities; changes in the availability and cost of capital; operating hazards,
natural disasters, weather-related delays, casualty losses and other matters beyond our control; timely receipt of necessary
government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and rights-
of-way and other factors that may impact our ability to complete projects within budget and on schedule; the effects of existing
and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing
and future litigation; and risks related to our substantial indebtedness; and other factors disclosed in Crestwood’s filings with the
Securities and Exchange Commission. The forward-looking statements included in this presentation are made only as of the
date of this presentation, and we undertake no obligation to update any of these forward-looking statements to reflect new
information, future events or circumstances except to the extent required by applicable law.
2
3. Crestwood Overview
Crestwood Midstream Partners LP: (NYSE: CMLP)
General Partner owned by First Reserve and
Crestwood Management team
~$2 billion enterprise value; current yield ~ 8.5%
Midstream services: gathering, processing, treating
and compression
95% fixed-fee portfolio – stable cash flows
Leading midstream player in Marcellus, Granite Wash,
Barnett, Avalon, Fayetteville, Haynesville
unconventional plays
3
4. Experienced Management Team and Sponsor
Crestwood Management Team
World’s leading private equity firm specializing in the energy industry
Over 25 years of investing experience solely in the energy industry
Currently investing out of $8.8 billion Fund XII
$615 MM equity investment in Crestwood
Highly incentivized to support the growth of CMLP through additional
investments at Holdco, joint ventures with CMLP or drop downs to CMLP
34 years Industry Experience
President and CEO and a Director of Enterprise Products Partners L.P. (NYSE:EPD)
Chairman, President and CEO of GulfTerra Energy Partners, L.P. (NYSE:GTM)
President of El Paso Field Services (El Paso Corporation; NYSE:EP)
24 years Industry Experience
Chief Financial Officer of TEPPCO Partners, LP (NYSE:TPP)
Vice President of Strategic Planning at Enterprise Product Partners, LP (NYSE:EPD)
Vice President and Chief Financial Officer of GulfTerra Energy Partners (NYSE:GTM)
32 years Industry Experience
Senior Vice President of Crosstex Energy, L.P. (NASDAQ: XTEX)
Senior Vice President for Enterprise Products Partners, LP (NYSE: EPD)
Responsible for gas processing, fractionation and marketing in El Paso Corporation (NYSE: EP)
16 years Industry Experience
Vice President of Project Development & Engineering for El Paso Corporation (NYSE: EP)
Director of Marketing & Asset Optimization for Tennessee Gas Pipeline – El Paso (NYSE: EP)
Manager of Business Development & Strategy for Southern Natural Gas - El Paso (NYSE: EP)
Robert G. Phillips
Chairman, President and CEO
William G. Manias
Senior Vice President and Chief
Financial Officer
Joel D. Moxley
Senior Vice President – Chief
Operating Officer
J. Heath Deneke
Senior Vice President – Chief
Commercial Officer
4
5. Investment Thesis
5
$200+ billion anticipated midstream infrastructure required to support
upstream development of unconventional assets over the next 2-3
decades
Current Crestwood
Operating Areas
US Shale Plays
6. Future
Greenfield
DevelopmentCrestwood Midstream
Partners LP
(NYSE: CMLP)
Enterprise Value: $2.1 Bn
42% LP/GP
Public and
Class C
Unit holders
Crestwood Holdings LLC
(Holdco)
First Reserve and
Management
58% LP
Strong GP/LP Alignment of Interest
Fayetteville
Shale
CMM
Marcellus
Shale
Granite
Wash
Haynesville
Shale
Barnett
Shale
65%
Interest
Avalon
Shale
6
Barnett
Shale Rich Dry
35%
Interest
Future
Drop-Down
Phase I: Initial Acquisitions
Acquired diverse portfolio of
midstream assets across leading
shale plays
Achieved critical mass in
operations at ~1 Bcf/d throughput
Phase II: M&A Drop-Downs
Equity support from First Reserve
for high-growth acquisitions
Phase III: Greenfield Development
Development team aggressively
pursuing opportunities
Drop-Down to CMLP once in-
service and generating cash flow
Evolving Growth Strategy
7. Track Record of Value Creation
Since establishing Crestwood Holdings, six midstream acquisitions with an
aggregate transaction value of ~$1.6 billion completed
7
Crestwood
Holdings
Formed
KGS Barnett
Shale
Acquisition
CMLP issues
1.8MM
common units
Acquisition of
Fayetteville Shale
and Granite Wash
assets
Acquisition of
Haynesville/Bossier
Shale assets
Formation of CMM
joint venture and
acquisition of
Marcellus Shale
assets
CMLP issues
6.2MM Class C
units and
$200MM of
Senior Notes
Acquisition
of Avalon
Shale assets
CMLP issues
3.5MM
common units
Crestwood
Holdings
establishes
$400MM term
loan (replaced
existing loan)
Crestwood
Joint Venture
establishes
$200MM credit
facility
May
2010
July
2010
February
2011
November
2011
April
2011
May
2011
March
2012
October
2010
January
2012
FRC & Management
Initial Equity and
Crestwood Holdings
establishes
$180MM term loan
30% Total Return to CMLP Unitholders: July 22, 2010 to Sep 30, 2012 (1)
(1) CMLP total return since Crestwood Holdings’ acquisition of KGS announced on 7/22/10, assuming distribution reinvestment. Source: Bloomberg
Bolt-on
Acquisition in
liquids-rich
area of
Barnett Shale
July
2012
CMLP issues
4.6MM
common units
8. Established Field Services Platform
Avalon
Shale
Granite Wash
13,000+ acres;
growing
rich-gas play
55,000 acres;
emerging
liquids-rich area
Fayetteville
Shale
140,000+ acres;
10-20 year
contracts; 55%
developed
Barnett
Shale
20,000 acres;
5-10 year contracts;
HBP phase
Haynesville
Shale
100,000+ acres;
15 year contracts;
10-20% developed
127,000+ acres;
20 year contracts;
7-year minimum
volume contract
Marcellus
Shale
Key Operating Statistics (1)
Miles of Pipeline 830
Processing Plants 5
Compression HP (000’s) 226
Gathering Volume (MMcf/d) 965
Processing Volume (MMcf/d) 220
(1) As of 10/1/12. Includes 100% of Crestwood Marcellus Midstream joint venture
8
9. Growth Drivers for 2012 / 2013
Crestwood built solid operating platform across major shale
plays through 6 acquisitions (2010-2012)
Lower natural gas prices have slowed development of dry gas
systems in Barnett dry, Fayetteville and Haynesville shale plays
2012-2013 growth will come from rich gas areas including
Barnett, Marcellus and Granite Wash systems due to strong
producer drilling economics (NGL upgrade) which drive
development activity
Additional accretive bolt-on acquisitions and drop-downs from
CMM and Holdco will supplement growth 2013+
New green field development projects will position Crestwood for
long term growth 2014+
9
10. Recent Acquisition - Barnett Rich Gas
CMLP’s largest operations are located
in the Barnett Shale
$87MM bolt on acquisition from Devon
Energy substantially increases CMLP’s
gathering and processing assets in the
rich gas portion of the Barnett shale
~5%-8% distributable cash flow
accretion in 2H 2012 and 2013
20-year fixed-fee contract with Devon
20,500 acreage dedication
Annual fee escalator
74 mile gathering system and 100
MMcf/d gas processing plant
Current volumes of ~78 MMcf/d (1)
Transaction closed on 8/24/12
Corvette Plant
Devon Plant
Cowtown Plant
Legend
Processing Plants
CMLP Cowtown
Gathering System
Devon Gathering System
10
(1) As of 10/1/12
11. Recent Acquisition - Marcellus Shale
Marcellus Shale in the Northeast US is the
industry’s fasting growing natural gas play
Crestwood Marcellus Midstream (CMM) is a
joint venture between CMLP and Crestwood
Holdings formed to acquire gathering
assets
CMM Ownership: Crestwood Holdings
65%; CMLP 35% with quarterly
distributions
$377MM acquisition by CMM in March 2012
~340 MMcf/d currently flowing through
CMM systems (1)
$200MM revolver at CMM to fund growth
capital needs to build-out system
20-year fixed-fee contract with Antero
Resources
127,000 acre area of dedication
7-year minimum volume guarantee
Annual fee escalator
11
Rich Gas Area Dry Gas Area
Legend
Area of Dedication (AOD)
Planned MWE Sherwood Plant
Pipeline in Service at YE 2012
Planned Pipeline (2013 –
2016)
Existing and Planned Third
Party Pipeline
(1) As of 10/1/12
12. Development Update - Granite Wash
Granite Wash is an expanding
unconventional play located in the
Texas Panhandle
CMLP acquired gathering and
processing assets in April 2011
Le Norman Operating, a First Reserve
portfolio E&P company, is developing
acreage adjacent to CMLP facilities
First two Le Norman completions IP’d
at combined rate of ~10.5 MMcf/d and
~1,600 Bpd of oil
Le Norman drilling plan
Phase 1: 13 wells over next 18 months
(37 locations over next 5 years)
Phase 2: Potential 37,000 acreage
expansion based on 2H 2012 and 2013
drilling results
Potential to exceed current Indian
Creek plant capacity of 38 MMcf/d
Phase 1
Phase 2
Current
Indian
Creek Plant
12
13. $1.39
$1.52
$1.66
$1.87
$2.02
$1.00
$1.25
$1.50
$1.75
$2.00
$2.25
2008 2009 2010 2011 2012
Guidance
$148
$55
$149
$462
$250
$-
$100
$200
$300
$400
$500
2008 2009 2010 2011 2012
Guidance
$ MM
$50
$64
$77
$110
$128
$-
$25
$50
$75
$100
$125
$150
2008 2009 2010 2011 2012
Guidance
$ MM
193
257
343
570
900
0
200
400
600
800
1,000
2008 2009 2010 2011 2012
Guidance
MMcf/day
Building Impressive Growth Story
Gathering Volumes Adjusted EBITDA
Capital Expenditures Distributions Paid per Unit
(1) Represents midpoint of 2012 guidance. Volume data includes 100% of CMM gathering volumes since acquisition (~300 MMcf/d).
(2) Adjusted EBITDA includes net 35% ownership contribution from CMM.
(3) Does not include additional acquisitions after 8/24/12.
(1) (2)
(3)
13
14. 14
Key Financial Metrics - 1H 2012
2012 2011 % Increase
Gathering (MMcf/d) (1)
843.4 499.0 + 69%
Processing (MMcf/d) 145.8 141.0 + 3%
Revenues ($MMs) $101.9 $87.9 + 16%
Adjusted EBITDA ($MMs) $56.9 $50.4 + 13%
Distributions per Unit $1.00 $0.90 + 11%
Total Debt ($MMs) $550.5 $437.5
Debt to Capitalization 46% 48%
Debt to Pro Forma LTM EBITDA 4.1x 4.3x
Borrowing Capacity ($MMs) $165.5 $185.1
(1)
2012 includes 257 MMcf/d of gathering volumes by CMM, which represents 100% of gathering volumes since acquistion on March 26, 2012.
(2)
As defined in CMLP's credit agreement. Debt includes capital lease obligations, $8.0 million deferred purchase of Tristate acquisition that will be paid Q4 2012,
$90 million for the pending Devon Acquisition, offset by $116.9 million of equity proceeds received in Q3 2012. Latest twelve months EBITDA is pro forma for the
Tristate Acquisition and the pending Devon Acquisition.
Six Months Ended June 30,
Operating Statistics:
Leverage Metrics (2)
:
15. Key Investment Considerations
Over $600 million invested by First Reserve and Crestwood
Management
Highly experienced management team with history of
creating investor value
Long term contracts with top-tier shale producers (Antero,
BHP Billiton, BP, Chesapeake, Devon, Exxon Mobil,
Quicksilver)
95% fixed-fee portfolio – stable cash flows
Operations in leading unconventional plays (Marcellus,
Granite Wash, Barnett, Avalon, Fayetteville, Haynesville)
Bolt-on acquisitions with operating synergies
Business development team to generate greenfield
infrastructure investment opportunities
Drop-down opportunities from the general partner
Established
Field Services
Platform
Visible
Growth
Strategy
Strong GP/LP
Alignment
Of Interest
15
16. Non-GAAP Financial Measures
The following slides of this presentation provide reconciliations of the non-GAAP financial measures adjusted EBITDA to its
most directly comparable financial measures calculated and presented in accordance with generally accepted accounting
principles in the United States of America ("GAAP"). Our non-GAAP financial measures should not be considered as
alternatives to GAAP measures such as net income or operating income or any other GAAP measure of liquidity or financial
performance.
We define adjusted EBITDA as net income from continuing operations adjusted for interest expense, income taxes,
depreciation, amortization and accretion expense and certain non-recurring expenses, including but not limited to items such
as transaction related expenses and gains/losses on the exchange of property, plant and equipment. Adjusted EBITDA is
commonly used as a supplemental financial measure by senior management and by external users of our financial
statements, such as investors, research analysts and rating agencies, to assess the financial performance of our assets
without regard to financing methods, capital structures or historical cost basis.
16
17. Non-GAAP Reconciliations
17
2008 2009 2010 2011 2011 2012
Total revenues 76,084$ 95,881$ 113,590$ 205,820$ 87,915$ 101,935$
Product purchases - - - (38,787) (12,528) (16,414)
Operations and maintenance expense (19,395) (21,968) (25,702) (36,303) (15,592) (18,598)
General and administrative expense (6,407) (9,676) (17,657) (24,153) (12,430) (13,674)
Gain from exchange of property, plant and equipment and other 11 1 - 1,106 - -
EBITDA 50,293 64,238 70,231 107,683 47,365 53,690
Add: Non-recurring expenses - - 6,318 2,279 3,037 1,778
Less: Equity earnings from unconsolidated affiliates - - - - - (441)
Add: Adjusted earnings from unconsolidated affiliates - - - - - 1,876
Adjusted EBITDA 50,293 64,238 76,549 109,962 50,402 56,903
Less:
Depreciation and accretion expense 13,131 20,829 22,359 33,812 14,386 21,484
Interest expense 8,437 8,519 13,550 27,617 12,825 15,843
Income tax provision (benefit) 253 399 (550) 1,251 551 578
Non-recurring items impacting net income - - 6,318 2,279 3,037 3,213
Net income from continuing operations 28,472$ 34,491$ 34,872$ 45,003$ 19,603$ 15,785$
Six Months Ended
Year Ended December 31, June 30,
($ in thousands)
18. Non-GAAP Reconciliation: 2012 Forecast
18
Net income $38 to $43
Add: Depreciation, amortization and accretion expense $45
Add: Interest expense $35
Add: Income tax provision $1
EBITDA $119 to $124
Add: Non-recurring expenses (1)
$2
Deduct: Equity earnings from Crestwood Marcellus Midstream ("CMM") ($3)
Add: 35% of CMM's Adjusted EBITDA $7
Adjusted EBITDA $125 to $130
(1)
Includes approximately $2 million of non-recurring expenses primarily related to due diligence activities
of a potential acquisition that is not expected to be completed.
Reconciliation of Net Income to Adjusted EBITDA
(in millions)
