1. Investor Presentation
August 2012

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. Key Investment Considerations
 First Reserve and Crestwood Management own 100% of the
General Partner and 41% of the outstanding LP units
Strong GP/LP
 Raised ~$1.7 billion and invested ~$1.6 billion over past 18
Alignment months to create Crestwood’s operating platform
Of Interest  Distribution growth of 19% since the acquisition of Quicksilver
Gas Services (1)
 6 acquisitions in leading unconventional plays (Marcellus,
Granite Wash, Barnett, Avalon, Fayetteville, Haynesville)
Established
 Long term contracts with top-tier shale producers (Antero, BHP
Field Services Billiton, BP, Chesapeake, Devon, Exxon Mobil, Quicksilver)
Platform  95% fixed-fee portfolio – stable cash flows
 Field services acquisitions established CMLP’s initial platform
 Now focused on bolt-on acquisitions with operating synergies
Evolving  Will evaluate value chain acquisitions to diversify cash flows
Growth Strategy  Building experienced business development team to generate
greenfield infrastructure investment opportunities that offer
better return potential than acquisitions at current valuations
(1) 4th quarter 2010 through 2nd quarter 2012
3

4. Strong GP/LP Alignment of Interest
Public and Crestwood Holdings LLC
Class C
Unit holders First Reserve and
Management
Continued Equity Support from Our
General Partner
58% LP 42% LP/GP
 First Reserve and Management have
65% invested $600MM+ in equity capital to
Interest support CMLP growth
Phase I: M&A Drop-Downs
Crestwood Midstream  Continued equity support from First
Partners LP 35%
CMM
Reserve for early stage, high-growth
Interest acquisitions
(NYSE: CMLP) Marcellus
Shale  CMM, our Marcellus Shale joint venture,
Enterprise Value: $2.1 Bn provides model
Phase II: Greenfield Development
 New greenfield development team
aggressively chasing opportunities
 Projects financed outside CMLP with
Barnett Fayetteville Granite Haynesville Avalon
equity capital from First Reserve and
Shale Shale Wash Shale Shale
other private investors
Barnett  Drop-Down to CMLP once in-service
Shale Rich Dry and generating cash flow
4

5. Established Field Services Platform
100,000+ acres; Marcellus
15 year contracts; Shale
13,000+ acres; 10-20% developed
growing
rich-gas play
Fayetteville
Granite Wash Shale
127,000+ acres;
Avalon 20 year contracts;
Shale Barnett 7-year minimum
Shale Haynesville volume contract
Shale
55,000 acres;
emerging
liquids-rich area 140,000+ acres;
10-20 year
20,000 acres;
Key Operating Statistics (1)
contracts; 55%
5-10 year contracts;
developed Miles of Pipeline 830
HBP phase
Processing Plants 5
Compression HP (000’s) 226
Gathering Volume (MMcf/d) 945
Processing Volume (MMcf/d) 235
(1) As of 8/15/12 Pro Forma for the pending Devon Acquisition
5

6. Evolving Growth Strategy
 M&A strategy focused exclusively on high-growth midstream assets at the wellhead faces
near-term challenges
 Competitive landscape and abundant access to capital continues to support “blow-
out” asset valuations
 More competitive economics across the value chain and from bolt-on transactions
where built-in synergies provide competitive advantage
 Producer demand for required infrastructure creating significant greenfield opportunity
 Drilling activity focused on unconventional crude oil and rich gas plays -- significant
demand for infrastructure to transport associated natural gas and NGLs
 $200+ billion in potential midstream infrastructure required to support the anticipated
upstream development of unconventional assets over the next 2-3 decades
 Talented managers currently in the market
 Primarily the result of the Kinder Morgan / El Paso transaction
 Abundance of private capital currently targeting midstream infrastructure
 The opportunity for investment created by the scale of the expected future
infrastructure build-out has captured the attention of the financial community
 Significant private capital seeking qualified teams to provide creative financing
solutions
6

7. Disciplined Approach to M&A
 Competitive landscape and abundant access to capital continues to support “blow-out”
asset valuations
 Sellers of assets continue to utilize large auction processes to drive increased
competition resulting in higher valuations (10x – 11x EBITDA now on the cheap side!)
 Volatility in natural gas, NGL and even crude oil prices exploits near-term challenges in
midstream M&A strategy at the wellhead
 While long-term growth prospects and economics remain intact, producers are
rationally allocating capital today to the highest return plays
 M&A will always be a key component of CMLP’s growth strategy; however, current
market conditions require a disciplined approach to evaluating new opportunities
M&A strategy shifting away from…
 Wellhead gathering where growth prospects are solely dependent on producer activity
M&A strategy shifting towards…
 Bolt-on acquisitions around existing assets where synergies drive meaningful accretion
 Diversification throughout the value chain and across commodities
7

8. Investing in the Value Chain
 Enhance Crestwood’s customer service offerings with integrated solutions from
wellhead to end market
 Diversify Crestwood's operating platform functionally throughout the value chain
 Improve Crestwood’s long-term cash flow growth profile
 Broaden Crestwood’s opportunity set
Intrastate Intrastate &
Gas Gathering CO2
& Interstate Gas Storage Interstate
Pipelines Treating
Pipelines Pipelines
Residue
Gas
Ethane
Propane
NGL
Gas Gathering Gas Mixed NGL NGL Iso-Butane Storage & NGL
Rich Gas Pipelines Processing Pipelines Fractionation Butane Pipelines
Nat Gasoline
Where We Are Where We Are Going
Barges &
Trucks, Barges
Crude Oil Crude Oil Refined
& Crude Oil Storage
Storage Refining Products
Pipelines
Pipelines
8

9. Positioning for Greenfield Growth
 $200+ billion in potential midstream infrastructure required to support the
anticipated upstream development of unconventional assets over the
Significant next 2-3 decades
Greenfield Growth  Currently evaluating $1.0+ billion in greenfield opportunities in
Opportunities developing plays (Utica, Marcellus, Niobrara and Avalon / Permian)
 Heath Deneke, former VP Project Development and Engineering at
El Paso, joins CMLP as SVP and Chief Commercial Officer bringing
Building a significant technical and commercial expertise to lead the
World-Class development efforts
Team  Development team will leverage the CMLP platform, including industry
relationships and existing asset footprint, to aggressively pursue new
opportunities
 Abundant pool of private capital (private equity, infrastructure funds,
asset managers and sovereign wealth) chasing the midstream
infrastructure opportunity
Financing the  Continued support from First Reserve, coupled with increasing appetite
Growth Strategy from new private capital sources, provides ability to pursue and finance
early stage greenfield build-out at the general partner level
 Strategy to build significant backlog of future growth at CMLP through
the drop-down strategy
9

10. Recent Acquisition - Marcellus Shale
 Crestwood Midstream Marcellus (CMM)
acquired Antero Resources’ Marcellus Shale
gathering systems on March 26, 2012
 Purchase price: ~$377MM
 CMM Ownership: Crestwood Holdings
65% - CMLP 35% with quarterly
distributions
 Growth Capital: $200MM revolver at
CMM level to fund growth capital needs
 Operations: CMLP assumed operations
from Antero in June 2012
 Long Term Strategy: CMM is an appropriate
ownership vehicle during the development
Rich Gas Area Dry Gas Area
phase of the Marcellus assets
 Provides visible CMLP growth through
planned drop downs from CMM
Legend
Area of Dedication (AOD) Planned Pipeline (2013 –
2016)
Planned MWE Sherwood Plant
Existing and Planned Third
Pipeline in Service at YE 2012 Party Pipeline
10

11. Marcellus Transaction Merits
 Very reasonable purchase price of ~11X 2012E EBITDA
 Acquired early phase gathering and compression assets with significant long term
growth potential based on producer plans, minimum volume commitments, current
drilling economics and downstream infrastructure build-out
 Assets located in core fairway of the Marcellus Shale with rich gas exposure
 High BTU value provides processing upgrade which enhances drilling
economics
 127,000 acre Area of Dedication (AOD) de-risked through substantial production
history and future development potential
 63 wells producing ~ 200 MMcf/d at acquisition close
 Over 800 Antero well locations and 300+ third party well locations in AOD
 20 year 100% fixed fee contract structure with annual escalator
 7 year Minimum Throughput Volume Guarantee by Antero ensures minimum
quarterly cash flow to CMM and distributions to CMLP
 7 year ROFO on Antero gathering systems on additional rich gas acreage located
due west in Doddridge County, WV
11

12. Marcellus Development Update
400,000
Antero CMM Volumes  System volumes averaged 257
350,000 MMcf/d for 2Q 2012 with 11 new
300,000 wells and one new production area
250,000 connected
Mcfd
200,000
150,000  Antero currently running 9 rigs on the
100,000 Antero acreage & AOD
50,000
0  ~286 MMcf/d currently flowing
through CMM systems (1)
Minimum Annual Volume  ~ 40 additional wells expected to be
connected in 2H 2012
Antero CMM Wells 1st 90 Days
10,000  Expected FYE exit rate 380 MMcf/d
(average 300 MMcf/d for 2012)
8,000
 AOD well IP’s running ~ 20% better
Mcfd
6,000 than acquisition forecast
4,000  Markwest Sherwood plant on track
for 3Q 2012 in-service date
2,000
30 60 90 (1) As of 8/15/12
Acquisition Type Curve
12

13. Marcellus Operations Update
 Opened Charleston, West Virginia
(Commercial office) and Clarksburg
WV (Operations office) in 2Q 2012
 Fully staffed Marcellus team
 Completing first new compression
station installation in 4Q 2012
 Currently building first full scale
gathering system extension project
 Target in-service Nov 2012
 CMM building new Greenbrier
compression station
 Target in-service 2Q 2013
 Revised CMM 2H 2012 capex of
$20MM ($50MM original est.) due to
increased pad drilling versus HBP
drilling
13

14. Pending Acquisition – Barnett Rich
 Located in southwestern rich gas portion of
the Barnett Shale
 $90MM pending acquisition of Devon Energy’s
Corvette Plant
West Johnson County gathering and
processing assets Devon Plant
 HSR approval 8/13/2012
 Expected to close by 9/1/2012
 Acquiring 74 miles of gathering system and a
100 MMcf/d gas processing plant
Cowtown Plant
 Constructed in 2006-08
 System capacity of 100 MMcf/d
 Current volumes of ~95 MMcf/d
 ~230 Devon wells connected
 Signed 20-year fixed fee contract with Devon
 20,500 acreage dedication
 Annual fee escalator Legend
Processing Plants Devon Gathering System
CMLP Cowtown
Gathering System
14

15. Barnett Rich Transaction Merits
 ~5%-8% accretive transaction to CMLP in 2H 2012 and 2013
 Ensures solid coverage of Class C unit conversion from PIK to cash pay in
2Q 2013
 Acquisition of high quality rich gas midstream assets from Devon, a leading
North American unconventional resource play developer
 Should lead to additional acquisition and greenfield development
opportunities with Devon
 Allows for the integration of the Devon gathering system with Crestwood’s
Cowtown gathering system
 Optimize excess processing capacity at CMLP’s Cowtown and Corvette
plants
 Reduced wellhead pressures on Devon system provides 3-5% volume uplift
 Increased NGL recoveries at CMLP plants enhances Devon’s sales value
and future development activity
 After integration, provides CMLP with an additional 100 MMcf/d 2008 vintage
cryogenic processing plant to redeploy in new rich gas development areas
 Offers competitive advantage to CMLP as new 100 MMcf/d plants cost
$18-20MM and take over 1 year to manufacture
15

16. Barnett Rich Development Plan
 Devon is one of the largest Barnett Shale
producers by production volume
 2Q 2012 ~ 1.3 Bcf/d
 10 rigs running at June 30, 2012
 Devon’s current West Johnson County
rich gas volumes are ~95 MMcf/d
 30 Devon wells connected YTD
 17 Devon wells remaining for 2012 2
2 2
4 4
 CMLP inherits 6 well connect projects
3
w/ total capex of ~$1.5MM in 2H 2012
 Expect 10-20 wells to be drilled on
current acreage in 2013
3
16

17. Barnett Rich Integration Plan
 System Integration Strategy: Combine the
Cowtown and Devon gathering systems to
enable processing of Devon volumes at CMLP’s
Cowtown and Corvette processing plants
 Approximately $7MM capital cost to connect
(includes new NGL and gas interconnects)
 Avoids paying Quicksilver lateral fee on
current Devon offload volumes
 Plant Optimization Strategy: Current CMLP plant
capacity of 325 MMcf/d vs current Cowtown
volumes of 140-150 MMcf/d
 Current CMLP capacity utilization of ~40%
 Excess capacity of 175 – 185 MMcf/d vs
current Devon volumes of 95 MMcf/d
 Improve capacity utilization to ~80%
 Increase in plant and system compression
efficiency
 Lower operating costs per MCF than Devon
plant on a standalone basis
17

18. Granite Wash Development Update
 Acquired the Indian Creek gathering system
and processing plant in Roberts County,
Texas from Frontier Gas Services in April
2011
 32 miles mid/low pressure gathering
system; 36 MMcf/d cryogenic
processing plant
 Long term fixed fee/POP contracts
with acreage dedications from
Chesapeake, Linn and Great Plains
 Le Norman Operating (FRC portfolio
company) acquired Great Plains acreage To MAPL
and formed JV with Noble in May 2012
 Le Norman commenced Granite Wash
development program on Great Plains
acreage and will then move to Noble
acreage Existing Frontier Pipeline Existing Frontier Liquids Line Indian Creek Dedication Area
Chesapeake Low Pressure Line CDP Great Plains Acreage
 1st Le Norman Granite Wash completion on
Plains Low Pressure Line Producing Gas Well
Indian Creek Plant Site
Linn Low Pressure Line Permitted Gas Well
Indian Creek North Station
Great Plains acreage currently flowing ~ 4.5 Pitco Low Pressure Line
MMcf/d + 1,000 Bpd of oil
18

19. Granite Wash Development Update
 Current Le Norman Phase 1 drilling
plan calls for 13 wells over next 18
months
 37 total well locations on Phase 1 Phase 1
acreage over next 5 years
 Currently negotiating 5,000 acre
Indian
addition to original Great Plains Phase 2 Creek Plant
acreage dedication
 $3MM CMLP capital project to
receive higher volumes from Le
Norman Phase 1 delivery points Current
 Potential 37,000 acreage expansion
(Phase 2) in the coming months based
on 2H 2012 and 2013 drilling results
 Long term volume forecasts (Phase 1
and Phase 2) may exceed current
Indian Creek plant capacity of 38
MMcf/d
19

20. Barnett Shale 2Q Update
 Total Barnett Shale 2Q 2012 gathering volumes
were 401 MMcf/d vs 450 MMcf/d in 2Q 2011 and
447 MMcf/d in 1Q 2012
Alliance
 Lower than expected volumes due to delayed
new well completions, extended shut-in of
Lake
current volumes due to fracking operations,
Arlington
modest economic shut-ins and natural decline
 12 new wells connected to Alliance system late
2Q 2012 added 50 MMcf/d IP rate Cowtown
 Current 3Q 2012 volumes averaging ~ 430
MMcf/d (1)
 Total Barnett Shale 2Q 2012 processing volumes
were 130 MMcf/d ~ flat over the last 3 quarters
Barnett Shale Asset Overview
 Current 3Q volumes averaging 143 MMcf/d
including ~ 35 MMcf/d third party volumes (1)  420 miles of pipeline
 850 MMcf/d gathering capacity
 Quicksilver added 10 new wells in 1H 2012
with additional 8-10 wells expected in 2H 2012  325 MMcf/d processing
capacity
 Devon West Johnson County volumes will add
 160,000 HP compression
~ 95 MMcf/d net of offloads after closing
 950 wells connected
(1) As of 8/15/12
20

21. Barnett Quicksilver Update
 Quicksilver currently accounts for ~35% of total CMLP/CMM gathering volumes and
~40% of total CMLP/CMM revenues (1)
 Quicksilver expects to scale back Barnett development plans in 2H 2012
 15 wells connected 1H 2012; 8-10 wells to be connected in 2H 2012
 24 drilled but uncompleted wells remaining at year-end 2012
 Quicksilver is actively pursuing improvement in capital flexibility
 Amended credit agreement provides $440MM of availability; lower interest coverage
requirement through 2014
 S&P revised its outlook of KWK’s credit rating (B-) to stable from negative in August
2012 reflecting improved assessment of liquidity
 Quicksilver Production Partners - Barnett Shale MLP cleared by the SEC in 2Q –
waiting on improved market conditions to proceed; analysts believe it is likely a 2013
event
 Currently considering other Barnett related monetization strategies (i.e. development
JV, asset sale or combination with MLP)
 Long term Quicksilver / Barnett Shale outlook
 Barnett Rich Gas (Cowtown area) remains the best economic play in the Quicksilver
portfolio with an estimated value at the wellhead of $6.02 Mcf (2)
 Barnett Shale still holds 4 TCF (proved and potential) resource base; 55% developed
per KWK forecast (2)
(1) Based on preliminary Crestwood July 2012 gathering and revenue estimates and pro forma for the pending Devon acquisition
(2) Per Quicksilver Resources July 2012 Investor Presentation
21

22. Fayetteville Shale 2Q Update
 Gathering volumes 78 MMcf/d vs 81 MMcf/d in 2Q
2011 and 83 MMcf/d in 1Q 2012
 15 wells connected YTD; 13 additional wells
expected in 2H 2012 Wilson Creek
 6 new wells connected to Twin Groves system
late 2Q 2012 added 12 – 17 MMcf/d IP rate
 Current 3Q volumes averaging ~ 86 MMcf/d Twin Woolly
Rose
Bud
with recent highs of 93 MMcf/d (1) Prairie
Creek
Groves Hollow
 BHP has 1 rig running in CMLP AOD with 2
rigs running in overall Fayetteville Shale play
 On August 3, 2012 BHP announced a $2.84 billion
impairment charge on carrying value of its
Fayetteville Shale assets Fayetteville Shale Asset Overview
 “The Fayetteville charge reflects the decline in  160 miles of pipeline
US domestic gas prices and the company’s  510 MMcf/d gathering capacity
decision to adjust its development plans to
 165 MMcf/d treating capacity
more liquids rich fields. We believe our dry
gas assets are well positioned for the future  28,000 HP compression
given their competitive position on the industry  150 wells connected
cost curve” BHP CEO Marius Klopper
(1) As of 8/15/12
22

23. Other Gathering Systems 2Q Update
 Haynesville – Crestwood continues to
Sabine System benefit from a firm transportation
agreement with Wildcat Gathering which
supports CMLP’s expected volumes
through mid 2013. Producers on CMLP’s
Sabine gathering system continue to
 55 miles of pipeline implement restricted choke production
 100 MMcf/d gathering capacity practices which curtails volumes but
 74 MMcf/d treating capacity
 100 wells connected
enhances the long term reserve to
production potential of dedicated wells.
Las Animas  Avalon – Avalon Shale development has
Systems
been slow to develop on our Las Animas
gathering systems. Further development of
CMLP’s adjacent Poker Lake rich gas
gathering and processing project has been
delayed by Chesapeake’s Permian Basin
asset sales process expected to be
 47 miles of pipeline
 50 MMcf/d gathering capacity completed before FYE 2012.
 60 wells connected
23

24. Key Financial Metrics as of 2Q 2012
Six Months Ended June 30,
2012 2011 % Increase
Operating Statistics:
Gathering (Bcf) (1) 114.9 90.3 + 27%
Processing (Bcf) 26.5 25.5 + 4%
Revenues ($MMs) $101.9 $87.9 + 16%
Adjusted EBITDA ($MMs) $56.9 $50.4 + 13%
Distributions per Unit $1.00 $0.90 + 11%
Leverage Metrics(2):
Total Debt ($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)
Includes 35% proportionate ownership of Crestwood Marcellus Midstream LLC gathering volumes.
(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.
24

25. Revised 2012 Financial Guidance
$160
$135
$140 $130
$120
$125 $125
$100
$ Millions
$80
$65
$60
$43
$55
$40
$38
$20
$-
Original Revised Original Revised
(1) (1)
Net Income Net Income Adjusted EBITDA Adjusted EBITDA
Low Range High Range
(1) Original guidance provided in February 28, 2012 earnings release
25

26. Factors Effecting Revised 2012 Guidance
 Lower than expected 2Q 2012 gathering volumes on the
Alliance, Lake Arlington, Sabine, Prairie Creek and Woolly
Hollow dry gas systems
 Higher than expected DD&A and Interest expense
 Revised 2H 2012 producer drilling plans on dry gas systems
based on lower than expected natural gas prices for the
remainder of 2012
 Offset by:
 Increasing contribution from CMM in 3Q and 4Q 2012
 Completion of pending Devon acquisition by 9/1/12
 Recent new well production results and 2H 2012
development plans on the Indian Creek gathering system
26

27. Growth Drivers to Improved 2013 Performance
Based on Current Crestwood 5-Year Plan Forecast
Gathering Volumes MMcf/d
Total Crestwood
Volumes 21%
Total Rich Gas
Volumes
49%
Marcellus Joint
Venture 65%
Rich Gas Systems
(100% Owned)
26%
Dry Gas Systems 10%
0 200 400 600 800 1,000 1,200
2012 2013
27

28. Current Crestwood 5-Year Plan Supports Solid
Distribution Growth from Base Business
Factors which could improve
distribution growth and
strengthen coverage
 Improved natural gas
prices leading to
increased drilling on dry
gas systems
 Contributions from bolt-on
or value chain acquisitions
 Contributions from new
greenfield infrastructure
projects
 Faster drop downs from
2011 2012 2013 2014 2015 Crestwood Holdings
related to CMM
Annual Distributions
Crestwood maintains its 10% historical distribution growth target
28

29. Key Investment Considerations
 Experienced management team and strong general partner
 Solid field services operating platform
 New strategy to emphasize bolt-on and value chain
acquisitions
 Building competitive business development team to take
advantage of historic midstream infrastructure opportunities
 Access to multiple sources of growth capital
 Ample CMLP current liquidity to execute new acquisition and greenfield
project strategies
 Focused on creating long term value through consistent
distribution growth
 Remain committed to 10% annual distribution growth target
29

30. Non-GAAP Financial Measures
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.
30

31. Non-GAAP Reconciliations
Six Months Ended
Year Ended December 31, June 30,
2008 2009 2010 2011 2011 2012
($ in thousands)
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)
Earnings from unconsolidated affiliate - - - - - 441
Gain from exchange of property, plant and equipment - - - 1,106 - -
Other income 11 1 - - - -
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
Net income from continuing operations $ 28,472 $ 34,491 $ 34,872 $ 45,003 $ 19,603 $ 15,785
Depreciation and accretion expense 13,131 20,829 22,359 33,812 14,386 21,484
Income tax provision (benefit) 253 399 (550) 1,251 551 578
Amortization of deferred financing fees 6,096 3,836 4,961 3,473 1,610 2,325
Non-cash equity compensation 1,017 1,705 5,522 916 565 994
Maintenance capital expenditures (1,890) (10,000) (6,600) (1,409) (705) (1,593)
Distributable cash flow 47,079 51,260 60,564 83,046 36,010 39,573
Add: Non-recurring expenses - - 2,737 4,779 5,537 1,778
Less: Equity earnings from unconsolidated affiliates - - - - - (441)
Add: Adjusted DCF from unconsolidated affiliates - - - - - 1,750
Adjusted distributable cash flow $ 47,079 $ 51,260 $ 63,301 $ 87,825 $ 41,547 $ 42,660
Distributions declared for respective period 33,736 39,428 52,423 70,453 31,621 45,787
Distribution coverage 1.40x 1.30x 1.21x 1.25x 1.31x 0.93x
31

32. Non-GAAP Reconciliation: 2012 Forecast
Reconciliation of Net Income to Adjusted EBITDA
(in millions)
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.
32