13. Supplemental Condensed Consolidating Financial Information

MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of March 31, 2013, the Partnership’s obligations under the outstanding Senior Notes (see Note 7) 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 to the Consolidated Financial Statements included in Item 8 of the Partnership’s December 31, 2012 Form 10-K for discussion of 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 March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 is as follows (in thousands):

Condensed Consolidating Balance Sheets

	As of March 31, 2013
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	306,135	$	179,257	$	168,778	$	—		$	654,170
Restricted cash	—		—		500		—			500
Receivables and other current assets	7,047		187,358		66,129		—			260,534
Intercompany receivables	1,126,396		13,379		34,199		(1,173,974		)	—
Fair value of derivative instruments	—		16,425		389		—			16,814
Total current assets	1,439,578		396,419		269,995		(1,173,974		)	932,018

Total property, plant and equipment, net	3,627		1,997,885		3,777,288		(86,853		)	5,691,947

Other long-term assets:
Restricted cash	—		—		10,000		—			10,000
Investment in unconsolidated affiliate	—		34,106		—		—			34,106
Investment in consolidated affiliates	4,196,579		3,082,173		—		(7,278,752		)	—
Intangibles, net of accumulated amortization	—		548,345		291,981		—			840,326
Fair value of derivative instruments	—		9,729		452		—			10,181
Intercompany notes receivable	225,000		—		—		(225,000		)	—
Other long-term assets	56,721		69,906		75,349		—			201,976
Total assets	$	5,921,505	$	6,138,563	$	4,425,065	$	(8,764,579	)	$	7,720,554

LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	1,281	$	1,157,146	$	15,547	$	(1,173,974	)	$	—
Fair value of derivative instruments	—		23,020		40		—			23,060
Other current liabilities	47,129		172,350		518,010		(1,950		)	735,539
Total current liabilities	48,410		1,352,516		533,597		(1,175,924		)	758,599

Deferred income taxes	2,749		208,342		—		—			211,091
Long-term intercompany financing payable	—		225,000		99,082		(324,082		)	—
Fair value of derivative instruments	—		23,862		76		—			23,938
Long-term debt, net of discounts	3,022,521		—		—		—			3,022,521
Other long-term liabilities	2,868		132,264		2,724		—			137,856

Redeemable non-controlling interest	—		—		—		326,249			326,249

Equity:
Common units	2,092,426		4,196,579		3,789,586		(7,971,986		)	2,106,605
Class B units	752,531		—		—		—			752,531
Non-controlling interest in consolidated subsidiaries	—		—		—		381,164			381,164
Total equity	2,844,957		4,196,579		3,789,586		(7,590,822		)	3,240,300
Total liabilities and equity	$	5,921,505	$	6,138,563	$	4,425,065	$	(8,764,579	)	$	7,720,554

	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

Condensed Consolidating Statements of Operations

	Three months ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	270,968		$	112,422		$	(7,438	)	$	375,952
Operating expenses:
Purchased product costs	—			122,950			18,903			—			141,853
Facility expenses	—			32,278			27,336			(191		)	59,423
Selling, general and administrative expenses	12,034			6,973			7,454			(1,053		)	25,408
Depreciation and amortization	277			44,053			41,584			(1,487		)	84,427
Other operating expenses (income)	—			765			(274		)	—			491
Total operating expenses	12,311			207,019			95,003			(2,731		)	311,602

(Loss) income from operations	(12,311		)	63,949			17,419			(4,707		)	64,350

Earnings from consolidated affiliates	69,961			19,438			—			(89,399		)	—
Loss on redemption of debt	(38,455		)	—			—			—			(38,455		)
Other expense, net	(43,000		)	(6,736		)	(3,285		)	12,919			(40,102		)
(Loss) income before provision for income tax	(23,805		)	76,651			14,134			(81,187		)	(14,207		)
Provision for income tax (benefit) expense	(133		)	6,690			—			—			6,557
Net (loss) income	(23,672		)	69,961			14,134			(81,187		)	(20,764		)
Net income attributable to non-controlling interest	—			—			—			5,304			5,304
Net (loss) income attributable to the Partnership’s unitholders	$	(23,672	)	$	69,961		$	14,134		$	(75,883	)	$	(15,460	)

	Three months ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	271,071		$	79,395		$	—		$	350,466
Operating expenses:
Purchased product costs	—			148,601			24,754			—			173,355
Facility expenses	—			33,936			13,334			(176		)	47,094
Selling, general and administrative expenses	14,417			9,048			3,131			(1,372		)	25,224
Depreciation and amortization	164			39,293			12,911			(238		)	52,130
Other operating expenses	—			1,111			113			—			1,224
Total operating expenses	14,581			231,989			54,243			(1,786		)	299,027

(Loss) income from operations	(14,581		)	39,082			25,152			1,786			51,439

Earnings from consolidated affiliates	56,431			24,234			—			(80,665		)	—
Other expense, net	(23,344		)	(2,406		)	(665		)	(4,206		)	(30,621		)
Income before provision for income tax	18,506			60,910			24,487			(83,085		)	20,818
Provision for income tax expense	66			4,479			—			—			4,545
Net (loss) income	18,440			56,431			24,487			(83,085		)	16,273
Net income attributable to non-controlling interest	—			—			—			(253		)	(253		)
Net income attributable to the Partnership’s unitholders	$	18,440		$	56,431		$	24,487		$	(83,338	)	$	16,020

Condensed Consolidating Statements of Cash Flows

	Three months ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(44,484	)	$	71,711		$	51,091		$	6,725		$	85,043

Cash flows from investing activities:
Restricted cash	—			—			25,000			—			25,000
Capital expenditures	(340		)	(31,398		)	(592,643		)	(7,177		)	(631,558		)
Equity investments in consolidated affiliates	(14,828		)	(407,300		)	—			422,128			—
Investment in unconsolidated affiliate	—			(3,012		)	—			—			(3,012		)
Distributions from consolidated affiliates	20,552			140,968			—			(161,520		)	—
Proceeds from disposal of property, plant and equipment	—			35			174			—			209
Net cash flows provided by (used in) investing activities	5,384			(300,707		)	(567,469		)	253,431			(609,361		)

Cash flows from financing activities:
Proceeds from public equity offerings, net	103,937			—			—			—			103,937
Proceeds from long-term debt	1,000,000			—			—			—			1,000,000
Payments of long-term debt	(501,112		)	—			—			—			(501,112		)
Payments of premiums on redemption of long-term debt	(31,516		)	—			—			—			(31,516		)
Payments for debt issue costs and deferred financing costs	(14,046		)	—			—			—			(14,046		)
Payments related to intercompany financing, net	—			—			(452		)	452			—
Contributions from parent and affiliates	—			14,828			407,300			(422,128		)	—
Contribution from non-controlling interest	—			—			385,219			—			385,219
Share-based payment activity	(5,206		)	651			—			—			(4,555		)
Payment of distributions	(105,945		)	(20,552		)	(141,816		)	161,520			(106,793		)
Payments of SMR liability	—			(545		)	—			—			(545		)
Intercompany advances, net	(310,892		)	310,892			—			—			—
Net cash flows provided by financing activities	135,220			305,274			650,251			(260,156		)	830,589

Net increase in cash	96,120			76,278			133,873			—			306,271
Cash and cash equivalents at beginning of year	210,015			102,979			34,905			—			347,899
Cash and cash equivalents at end of period	$	306,135		$	179,257		$	168,778		$	—		$	654,170

	Three months ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(27,744	)	$	149,912		$	88,402		$	(2,657	)	$	207,913

Cash flows from investing activities:
Restricted cash	—			—			1,003			—			1,003
Capital expenditures	(68		)	(91,090		)	(166,976		)	3,871			(254,263		)
Equity investments	(13,230		)	(66,356		)	—			79,586			—
Distributions from consolidated affiliates	16,496			2,139			—			(18,635		)	—
Collections of intercompany notes, net	51,400			—			—			(51,400		)	—
Proceeds from disposal of property, plant and equipment	—			1,505			—			(1,214		)	291
Net cash flows provided by (used in) investing activities	54,598			(153,802		)	(165,973		)	12,208			(252,969		)

Cash flows from financing activities:
Proceeds from public equity offering, net	425,629			—			—			—			425,629
Proceeds from Credit Facility	13,700			—			—			—			13,700
Payments of Credit Facility	(79,700		)	—			—			—			(79,700		)
Payments related to intercompany financing, net	—			(51,400		)	—			51,400			—
Contributions from parent and affiliates	—			13,230			66,356			(79,586		)	—
Contributions from non-controlling interest	—			—			755			—			755
Share-based payment activity	(8,048		)	2,207			—			—			(5,841		)
Payment of distributions	(73,410		)	(16,496		)	(4,101		)	18,635			(75,372		)
Payments of SMR liability	—			(497		)	—			—			(497		)
Intercompany advances, net	(35,025		)	35,025			—			—			—
Net cash flows provided by (used in) financing activities	243,146			(17,931		)	63,010			(9,551		)	278,674

Net increase (decrease) in cash	270,000			(21,821		)	(14,561		)	—			233,618
Cash and cash equivalents at beginning of year	22			99,580			17,414			—			117,016
Cash and cash equivalents at end of period	$	270,022		$	77,759		$	2,853		$	—		$	350,634