24. Supplemental Condensed Consolidating Financial Information

MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of December 31, 2012, the Partnership's obligations under the outstanding Senior Notes (see Note 15) were fully, jointly and severally guaranteed, by all of the subsidiaries that are owned 100% by the Partnership, other than MarkWest Liberty Midstream and its subsidiaries. The guarantees are unconditional except for certain customary circumstances in which a subsidiary would be released from the guarantee under the indentures (see Note 15 for these circumstances). Subsidiaries that are not 100% owned by the Partnership do not guarantee the Senior Notes. For the purpose of the following financial information, the Partnership's investments in its subsidiaries and the guarantor subsidiaries' investments in their subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer, MarkWest Energy Finance Corporation, are not material and, therefore, have been included with the Parent's financial information. Condensed consolidating financial information for MarkWest Energy Partners and its combined guarantor and combined non-guarantor subsidiaries as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

Condensed Consolidating Balance Sheets

	As of December 31, 2012

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	210,015	$	102,979	$	34,905	$	—		$	347,899
Restricted cash		—		—		25,500		—			25,500
Receivables and other current assets		9,191		178,517		76,028		—			263,736
Intercompany receivables		812,562		18,868		32,656		(864,086	)		—
Fair value of derivative instruments		—		18,389		1,115		—			19,504

Total current assets		1,031,768		318,753		170,204		(864,086	)		656,639
Total property, plant and equipment, net		3,542		1,999,474		3,168,131		(95,519	)		5,075,628
Other long-term assets:
Restricted cash		—		—		10,000		—			10,000
Investment in unconsolidated affiliate		—		31,179		—		—			31,179
Investment in consolidated affiliates		4,141,782		2,790,994		—		(6,932,776	)		—
Intangibles, net of accumulated amortization		—		559,320		295,835		—			855,155
Fair value of derivative instruments		—		10,878		—		—			10,878
Intercompany notes receivable		225,000		—		—		(225,000	)		—
Other long-term assets		50,866		70,009		75,362		—			196,237

Total assets	$	5,452,958	$	5,780,607	$	3,719,532	$	(8,117,381	)	$	6,835,716

LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	461	$	839,543	$	24,082	$	(864,086	)	$	—
Fair value of derivative instruments		—		27,062		167		—			27,229
Other current liabilities		42,301		197,934		473,654		(1,892	)		711,997

Total current liabilities		42,762		1,064,539		497,903		(865,978	)		739,226
Deferred income taxes		2,906		188,412		—		—			191,318
Long-term intercompany financing payable		—		225,000		99,592		(324,592	)		—
Fair value of derivative instruments		—		32,190		—		—			32,190
Long-term debt, net of discounts		2,523,051		—		—		—			2,523,051
Other long-term liabilities		2,959		128,684		2,697		—			134,340
Equity:
Common Units		2,128,749		4,141,782		3,119,340		(7,255,157	)		2,134,714
Class B Units		752,531		—		—		—			752,531
Non-controlling interest in consolidated subsidiaries		—		—		—		328,346			328,346

Total equity		2,881,280		4,141,782		3,119,340		(6,926,811	)		3,215,591

Total liabilities and equity	$	5,452,958	$	5,780,607	$	3,719,532	$	(8,117,381	)	$	6,835,716

	As of December 31, 2011

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	22	$	99,580	$	17,414	$	—		$	117,016
Restricted cash		—		—		26,193		—			26,193
Receivables and other current assets		7,097		232,010		55,098		(5	)		294,200
Intercompany receivables		19,981		40,519		22,193		(82,693	)		—
Fair value of derivative instruments		—		8,015		683		—			8,698

Total current assets		27,100		380,124		121,581		(82,698	)		446,107
Total property, plant and equipment, net		4,012		1,714,857		1,163,226		(17,788	)		2,864,307
Other long-term assets:
Investment in unconsolidated affiliate		—		27,853		—		—			27,853
Investment in consolidated affiliates		3,071,124		1,097,350		—		(4,168,474	)		—
Intangibles, net of accumulated amortization		—		603,224		543		—			603,767
Fair value of derivative instruments		—		16,092		—		—			16,092
Intercompany notes receivable		235,700		—		—		(235,700	)		—
Other long-term assets		41,492		70,434		373		—			112,299

Total assets(1)	$	3,379,428	$	3,909,934	$	1,285,723	$	(4,504,660	)	$	4,070,425

LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	40,503	$	40,374	$	1,816	$	(82,693	)	$	—
Fair value of derivative instruments		—		90,551		—		—			90,551
Other current liabilities		38,775		219,622		92,930		(5	)		351,322

Total current liabilities		79,278		350,547		94,746		(82,698	)		441,873
Deferred income taxes		1,228		92,436		—		—			93,664
Long-term intercompany financing payable		—		212,700		23,000		(235,700	)		—
Fair value of derivative instruments		—		65,403		—		—			65,403
Long-term debt, net of discounts		1,846,062		—		—		—			1,846,062
Other long-term liabilities		3,232		117,724		400		—			121,356
Equity:
Common Units		697,097		3,071,124		1,167,577		(4,256,489	)		679,309
Class B Units		752,531		—		—		—			752,531
Non-controlling interest in consolidated subsidiaries		—		—		—		70,227			70,227

Total equity		1,449,628		3,071,124		1,167,577		(4,186,262	)		1,502,067

Total liabilities and equity	$	3,379,428	$	3,909,934	$	1,285,723	$	(4,504,660	)	$	4,070,425

Condensed Consolidating Statements of Operations

	Year ended December 31, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	1,125,368		$	338,196		$	(11,798	)	$	1,451,766
Operating expenses:
Purchased product costs		—			441,853			74,513			—			516,366
Facility expenses		—			137,261			73,367			(872	)		209,756
Selling, general and administrative expenses		48,949			19,069			31,147			(5,049	)		94,116
Depreciation and amortization		607			164,858			81,898			(4,494	)		242,869
Other operating expenses		2			4,341			2,588			—			6,931

Total operating expenses		49,558			767,382			263,513			(10,415	)		1,070,038

(Loss) income from operations		(49,558	)		357,986			74,683			(1,383	)		381,728
Earnings from consolidated affiliates		366,460			67,743			—			(434,203	)		—
Other expense, net		(118,563	)		(22,630	)		(8,554	)		25,135			(124,612	)

Income before provision for income tax		198,339			403,099			66,129			(410,451	)		257,116
Provision for income tax expense		1,689			36,639			—			—			38,328

Net income		196,650			366,460			66,129			(410,451	)		218,788
Net income attributable to non-controlling interest		—			—			—			1,614			1,614

Net income attributable to the Partnership's unitholders	$	196,650		$	366,460		$	66,129		$	(408,837	)	$	220,402

	Year ended December 31, 2011

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	1,240,004		$	265,395		$	—		$	1,505,399
Operating expenses:
Purchased product costs		—			651,132			84,198			—			735,330
Facility expenses		—			128,612			39,171			(665	)		167,118
Selling, general and administrative expenses		46,903			31,015			9,011			(5,700	)		81,229
Depreciation and amortization		719			151,362			42,198			(708	)		193,571
Other operating expenses		673			9,030			284			—			9,987

Total operating expenses		48,295			971,151			174,862			(7,073	)		1,187,235

(Loss) income from operations		(48,295	)		268,853			90,533			7,073			318,164
Earnings from consolidated affiliates		288,870			44,425			—			(333,295	)		—
Loss on redemption of debt		(78,996	)		—			—			—			(78,996	)
Other expense, net		(91,612	)		(13,501	)		(558	)		(13,603	)		(119,274	)

Income before provision for income tax		69,967			299,777			89,975			(339,825	)		119,894
Provision for income tax expense		2,742			10,907			—			—			13,649

Net income		67,225			288,870			89,975			(339,825	)		106,245
Net income attributable to non-controlling interest		—			—			—			(45,550	)		(45,550	)

Net income attributable to the Partnership's unitholders	$	67,225		$	288,870		$	89,975		$	(385,375	)	$	60,695

	Year ended December 31, 2010

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Total revenue	$	—		$	1,063,621		$	124,010	$	—		$	1,187,631
Operating expenses:
Purchased product costs		—			589,403			16,937		—			606,340
Facility expenses		—			122,240			28,566		(652	)		150,154
Selling, general and administrative expenses		46,549			27,339			6,317		(4,947	)		75,258
Depreciation and amortization		594			136,781			27,054		(398	)		164,031
Other operating expenses		753			2,342			291		—			3,386

Total operating expenses		47,896			878,105			79,165		(5,997	)		999,169

(Loss) income from operations		(47,896	)		185,516			44,845		5,997			188,462
Earnings from consolidated affiliates		183,557			15,963			—		(199,520	)		—
Loss on redemption of debt		(46,326	)		—			—		—			(46,326	)
Other (expense) income, net		(82,000	)		(16,032	)		1,753		(11,566	)		(107,845	)

Income before provision for income tax		7,335			185,447			46,598		(205,089	)		34,291
Provision for income tax expense		1,299			1,890			—		—			3,189

Net income		6,036			183,557			46,598		(205,089	)		31,102
Net income attributable to non-controlling interest		—			—			—		(30,635	)		(30,635	)

Net income attributable to the Partnership's unitholders	$	6,036		$	183,557		$	46,598	$	(235,724	)	$	467

Condensed Consolidating Statements of Cash Flows

	Year ended December 31, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(154,328	)	$	462,855		$	168,928		$	19,258		$	496,713
Cash flows from investing activities:
Restricted cash		—			—			(9,497	)		—			(9,497	)
Capital expenditures		(138	)		(304,190	)		(1,627,912	)		(19,187	)		(1,951,427	)
Equity investments		(55,283	)		(1,880,279	)		—			1,935,562			—
Acquisition of business, net of cash acquired		—			—			(506,797	)		—			(506,797	)
Investment in unconsolidated affiliates		—			(5,227	)		—			—			(5,227	)
Distributions from consolidated affiliates		75,431			146,178			—			(221,609	)		—
Investment in intercompany notes, net		(12,300	)		—			—			12,300			—
Proceeds from disposal of property, plant and equipment		—			1,732			77			(1,213	)		596

Net cash flows provided by (used in) investing activities		7,710			(2,041,786	)		(2,144,129	)		1,705,853			(2,472,352	)

Cash flows from financing activities:
Proceeds from public equity offerings, net		1,634,081			—			—			—			1,634,081
Proceeds from Credit Facility		511,100			—			—			—			511,100
Payments of Credit Facility		(577,100	)		—			—			—			(577,100	)
Proceeds from long-term debt		742,613			—			—			—			742,613
Proceeds (payments) related to intercompany financing, net		—			12,300			(1,142	)		(11,158	)		—
Payments for debt issue costs and deferred financing costs		(14,720	)		—			—			—			(14,720	)
Contributions from parent and affiliates		—			55,283			1,880,279			(1,935,562	)		—
Contribution from non-controlling interest		—			—			265,620			—			265,620
Share-based payment activity		(8,067	)		907			—			—			(7,160	)
Payment of distributions		(339,967	)		(75,431	)		(152,065	)		221,609			(345,854	)
Payments of SMR liability		—			(2,058	)		—			—			(2,058	)
Intercompany advances, net		(1,591,329	)		1,591,329			—			—			—

Net cash flows provided by financing activities		356,611			1,582,330			1,992,692			(1,725,111	)		2,206,522

Net increase in cash		209,993			3,399			17,491			—			230,883
Cash and cash equivalents at beginning of year		22			99,580			17,414			—			117,016

Cash and cash equivalents at end of period	$	210,015		$	102,979		$	34,905		$	—		$	347,899

	Year ended December 31, 2011

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(126,782	)	$	410,762		$	137,961		$	(7,243	)	$	414,698
Cash flows from investing activities:
Restricted cash		—			—			2,006			—			2,006
Capital expenditures		(789	)		(162,517	)		(399,992	)		12,017			(551,281	)
Acquisition of business		—			(230,728	)		—			—			(230,728	)
Equity investments		(47,295	)		(252,367	)		—			299,662			—
Distributions from consolidated affiliates		50,718			68,651			—			(119,369	)		—
Investment in intercompany notes, net		(37,990	)		—			—			37,990			—
Proceeds from disposal of property, plant and equipment		—			606			7,617			(4,773	)		3,450

Net cash flows used in investing activities		(35,356	)		(576,355	)		(390,369	)		225,527			(776,553	)

Cash flows from financing activities:
Proceeds from Credit Facility		1,182,200			—			—			—			1,182,200
Payments of Credit Facility		(1,116,200	)		—			—			—			(1,116,200	)
Proceeds from long-term debt		1,199,000			—			—			—			1,199,000
Payments of long-term debt		(693,888	)		—			—			—			(693,888	)
Payments of premiums on redemption of long-term debt		(71,377	)		—			—			—			(71,377	)
Proceeds related to intercompany financing, net		—			14,990			23,000			(37,990	)		—
Payments for debt issuance costs, deferred financing costs and registration costs		(20,163	)		—			—			—			(20,163	)
Acquisition of non-controlling interest, including transaction costs		(997,601	)		—			—			—			(997,601	)
Contributions from parent and affiliates		—			47,295			252,367			(299,662	)		—
Contributions from non-controlling interest		—			—			126,392			—			126,392
Payments of SMR Liability		—			(1,875	)		—			—			(1,875	)
Proceeds from public equity offerings, net		1,095,488			—			—			—			1,095,488
Share-based payment activity		(6,354	)		1,084			—			—			(5,270	)
Payment of distributions		(218,398	)		(50,718	)		(135,537	)		119,368			(285,285	)
Intercompany advances, net		(190,547	)		190,547			—			—			—

Net cash flows provided by financing activities		162,160			201,323			266,222			(218,284	)		411,421

Net increase in cash		22			35,730			13,814			—			49,566
Cash and cash equivalents at beginning of year		—			63,850			3,600			—			67,450

Cash and cash equivalents at end of period	$	22		$	99,580		$	17,414		$	—		$	117,016

	Year ended December 31, 2010

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(102,042	)	$	373,483		$	46,852		$	(5,965	)	$	312,328
Cash flows from investing activities:
Restricted cash		—			—			(28,001	)		—			(28,001	)
Capital expenditures		(1,924	)		(123,005	)		(347,231	)		13,492			(458,668	)
Equity investments		(44,346	)		(171,252	)		—			215,598			—
Distributions from consolidated affiliates		41,167			22,246			—			(63,413	)		—
Collection of intercompany notes, net		12,350			—			—			(12,350	)		—
Proceeds from disposal of property, plant and equipment		—			733			7,527			(7,527	)		733

Net cash flows provided by (used in) investing activities		7,247			(271,278	)		(367,705	)		145,800			(485,936	)

Cash flows from financing activities:
Proceeds from Credit Facility		494,404			—			—			—			494,404
Payments of Credit Facility		(553,704	)		—			—			—			(553,704	)
Proceeds from long-term debt		500,000			—			—			—			500,000
Payments of long-term debt		(375,000	)		—			—			—			(375,000	)
Payments of premiums on redemption of long-term debt		(9,732	)		—			—			—			(9,732	)
Payments related to intercompany financing, net		—			(12,350	)		—			12,350			—
Payments for debt issuance costs, deferred financing costs and registration costs		(20,912	)		—			—			—			(20,912	)
Contributions from parents and affiliates		—			44,346			171,252			(215,598	)		—
Contributions from non-controlling interest		—			—			158,293			—			158,293
Payments of SMR Liability		—			(1,354	)		—			—			(1,354	)
Proceeds from public equity offering, net		142,255			—			—			—			142,255
Share-based payment activity		(3,834	)		98			—			—			(3,736	)
Payment of distributions		(181,058	)		(41,167	)		(28,396	)		63,413			(187,208	)
Intercompany advances, net		102,376			(102,376	)		—			—			—

Net cash flows provided by (used in) financing activities		94,795			(112,803	)		301,149			(139,835	)		143,306

Net decrease in cash		—			(10,598	)		(19,704	)		—			(30,302	)
Cash and cash equivalents at beginning of year		—			74,448			23,304			—			97,752

Cash and cash equivalents at end of period	$	—		$	63,850		$	3,600		$	—		$	67,450