Condensed Consolidating Financial Information

Crestwood Midstream is a holding company and own no operating assets and have no significant operations independent of its subsidiaries (Parent). Obligations under Crestwood Midstream's senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries, except for Crestwood Niobrara, PRBIC and Tres Holdings and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). Crestwood Midstream Finance Corp., the co-issuer of its senior notes, is Crestwood Midstream's 100% owned subsidiary and has no material assets, operations, revenues or cash flows other than those related to its service as co-issuer of the Crestwood Midstream senior notes.

The tables below present condensed consolidating financial statements for Crestwood Midstream as parent on a stand-alone, unconsolidated basis, and Crestwood Midstream's combined guarantor and combined non-guarantor subsidiaries as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and 2015. The financial information may not necessarily be indicative of the results of operations, cash flows or financial position had the subsidiaries operated as independent entities.



Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
March 31, 2016
(in millions)
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash	$	0.8	$	—	$	—	$	—		$	0.8
Accounts receivable	—		209.1		0.5		—			209.6
Inventory	—		26.6		—		—			26.6
Other current assets	—		33.3		—		—			33.3
Total current assets	0.8		269.0		0.5		—			270.3

Property, plant and equipment, net	—		3,514.4		—		—			3,514.4
Goodwill and intangible assets, net	—		1,719.1		—		—			1,719.1
Investment in consolidated affiliates	5,350.2		—		—		(5,350.2		)	—
Investment in unconsolidated affiliates	—		—		260.6		—			260.6
Other assets	—		3.0		—		—			3.0
Total assets	$	5,351.0	$	5,505.5	$	261.1	$	(5,350.2	)	$	5,767.4

Liabilities and partners' capital
Current liabilities:
Accounts payable	$	—	$	116.5	$	—	$	—		$	116.5
Other current liabilities	35.8		67.0		—		—			102.8
Total current liabilities	35.8		183.5		—		—			219.3

Long-term liabilities:
Long-term debt, less current portion	2,528.2		2.6		—		—			2,530.8
Other long-term liabilities	—		44.1		—		—			44.1
Deferred income taxes	—		0.6		—		—			0.6

Partners' capital	2,787.0		5,274.7		75.5		(5,350.2		)	2,787.0
Interest of non-controlling partners in subsidiaries	—		—		185.6		—			185.6
Total partners' capital	2,787.0		5,274.7		261.1		(5,350.2		)	2,972.6
Total liabilities and partners' capital	$	5,351.0	$	5,505.5	$	261.1	$	(5,350.2	)	$	5,767.4



Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
December 31, 2015
(in millions)
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash	$	0.1	$	—	$	—	$	—		$	0.1
Accounts receivable	—		236.0		0.5		—			236.5
Inventory	—		44.5		—		—			44.5
Other current assets	—		52.5		—		—			52.5
Total current assets	0.1		333.0		0.5		—			333.6

Property, plant and equipment, net	—		3,525.7		—		—			3,525.7
Goodwill and intangible assets, net	—		1,846.9		—		—			1,846.9
Investment in consolidated affiliates	5,506.8		—		—		(5,506.8		)	—
Investment in unconsolidated affiliates	—		—		254.3		—			254.3
Other assets	—		3.1		—		—			3.1
Total assets	$	5,506.9	$	5,708.7	$	254.8	$	(5,506.8	)	$	5,963.6

Liabilities and partners' capital
Current liabilities:
Accounts payable	$	—	$	141.3	$	0.1	$	—		$	141.4
Other current liabilities	26.4		85.2		—		—			111.6
Total current liabilities	26.4		226.5		0.1		—			253.0

Long-term liabilities:
Long-term debt, less current portion	2,498.9		2.9		—		—			2,501.8
Other long-term liabilities	—		43.3		—		—			43.3
Deferred income taxes	—		0.4		—		—			0.4

Partners' capital	2,981.6		5,435.6		71.2		(5,506.8		)	2,981.6
Interest of non-controlling partners in subsidiaries	—		—		183.5		—			183.5
Total partners' capital	2,981.6		5,435.6		254.7		(5,506.8		)	3,165.1
Total liabilities and partners' capital	$	5,506.9	$	5,708.7	$	254.8	$	(5,506.8	)	$	5,963.6



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2016
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues	$	—		$	536.0		$	—	$	—	$	536.0
Costs of product/services sold	—			363.4			—		—		363.4
Expenses:
Operations and maintenance	—			41.7			—		—		41.7
General and administrative	17.7			4.5			—		—		22.2
Depreciation, amortization and accretion	—			64.9			—		—		64.9
	17.7			111.1			—		—		128.8
Other operating expense:
Goodwill impairment	—			(109.7		)	—		—		(109.7		)
Operating loss	(17.7		)	(48.2		)	—		—		(65.9		)
Earnings from unconsolidated affiliates, net	—			—			6.5		—		6.5
Interest and debt expense, net	(36.1		)	—			—		—		(36.1		)
Equity in net income (loss) of subsidiary	(41.5		)	—			—		41.5		—
Income (loss) before income taxes	(95.3		)	(48.2		)	6.5		41.5		(95.5		)
Benefit for income taxes	—			(0.2		)	—		—		(0.2		)
Net income (loss)	(95.3		)	(48.0		)	6.5		41.5		(95.3		)
Net income attributable to non-controlling partners in subsidiaries	—			—			5.9		—		5.9
Net income (loss) attributable to Crestwood Midstream Partners LP	$	(95.3	)	$	(48.0	)	$	0.6	$	41.5	$	(101.2	)



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2015
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	731.5		$	—		$	—		$	731.5
Costs of product/services sold	—			529.7			—			—			529.7
Expenses:
Operations and maintenance	—			50.6			—			—			50.6
General and administrative	13.4			12.2			—			—			25.6
Depreciation, amortization and accretion	0.2			68.6			—			—			68.8
	13.6			131.4			—			—			145.0
Other operating expense:
Loss on long-lived assets, net	—			(0.8		)	—			—			(0.8		)
Operating income (loss)	(13.6		)	69.6			—			—			56.0
Earnings from unconsolidated affiliates, net	—			—			3.4			—			3.4
Interest and debt expense, net	(29.9		)	—			—			—			(29.9		)
Equity in net income (loss) of subsidiary	72.6			—			—			(72.6		)	—
Income (loss) before income taxes	29.1			69.6			3.4			(72.6		)	29.5
Provision for income taxes	—			0.4			—			—			0.4
Net income (loss)	29.1			69.2			3.4			(72.6		)	29.1
Net income attributable to non-controlling partners in subsidiaries	—			—			5.6			—			5.6
Net income (loss) attributable to Crestwood Midstream Partners LP	29.1			69.2			(2.2		)	(72.6		)	23.5
Net income attributable to Class A preferred units	9.2			—			—			—			9.2
Net income (loss) attributable to partners	$	19.9		$	69.2		$	(2.2	)	$	(72.6	)	$	14.3



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2016
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(42.7	)	$	172.8		$	5.6		$	—		$	135.7

Cash flows from investing activities:
Purchases of property, plant and equipment	(0.9		)	(54.7		)	—			—			(55.6		)
Investment in unconsolidated affiliates	—			—			(5.5		)	—			(5.5		)
Proceeds from the sale of assets	—			0.8			—			—			0.8
Capital contributions to consolidated affiliates	(3.7		)	—			—			3.7			—
Net cash provided by (used in) investing activities	(4.6		)	(53.9		)	(5.5		)	3.7			(60.3		)

Cash flows from financing activities:
Proceeds from the issuance of long-term debt	313.5			—			—			—			313.5
Principal payments on long-term debt	(286.0		)	—			—			—			(286.0		)
Payments on capital leases	—			(0.5		)	—			—			(0.5		)
Payments for debt-related deferred costs	(0.1		)	—			—			—			(0.1		)
Distributions paid	(97.2		)	—			(3.8		)	—			(101.0		)
Contributions from parent	—			—			3.7			(3.7		)	—
Taxes paid for unit-based compensation vesting	—			(0.6		)	—			—			(0.6		)
Change in intercompany balances	117.8			(117.8		)	—			—			—
Net cash provided by (used in) financing activities	48.0			(118.9		)	(0.1		)	(3.7		)	(74.7		)

Net change in cash	0.7			—			—			—			0.7
Cash at beginning of period	0.1			—			—			—			0.1
Cash at end of period	$	0.8		$	—		$	—		$	—		$	0.8



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2015
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(54.8	)	$	160.5		$	—		$	—		$	105.7

Cash flows from investing activities:
Purchases of property, plant and equipment	(0.1		)	(47.3		)	—			—			(47.4		)
Investment in unconsolidated affiliates	—			—			(17.9		)	—			(17.9		)
Proceeds from the sale of assets	—			0.5			—			—			0.5
Capital contributions to consolidated affiliates	(17.9		)	—			—			17.9			—
Other	—			(0.2		)	—			—			(0.2		)
Net cash provided by (used in) investing activities	(18.0		)	(47.0		)	(17.9		)	17.9			(65.0		)

Cash flows from financing activities:
Proceeds from the issuance of long-term debt	1,114.6			—			—			—			1,114.6
Principal payments on long-term debt	(970.4		)	—			—			—			(970.4		)
Payments on capital leases	(0.5		)	(0.2		)	—			—			(0.7		)
Payments for debt-related deferred costs	(11.1		)	—			—			—			(11.1		)
Distributions paid	(111.4		)	—			—			—			(111.4		)
Contributions from parent	—			—			17.9			(17.9		)	—
Taxes paid for unit-based compensation vesting	—			(1.7		)	—			—			(1.7		)
Change in intercompany balances	51.8			(51.8		)	—			—			—
Other	(0.2		)	—			—			—			(0.2		)
Net cash provided by (used in) financing activities	72.8			(53.7		)	17.9			(17.9		)	19.1

Net change in cash	—			59.8			—			—			59.8
Cash at beginning of period	—			7.6			—			—			7.6
Cash at end of period	$	—		$	67.4		$	—		$	—		$	67.4