16. Supplemental Condensed Consolidating Financial Information

MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of June 30, 2013, the Partnership’s obligations under the outstanding Senior Notes (see Note 10) 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 Annual Report on Form 10-K for the year ended December 31, 2012 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 June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012 is as follows (in thousands):

Condensed Consolidating Balance Sheets

	As of June 30, 2013
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	135,188	$	127,186	$	92,180	$	—		$	354,554
Restricted cash	—		—		10,000		—			10,000
Receivables and other current assets	5,114		211,511		87,967		—			304,592
Intercompany receivables	1,411,736		17,423		37,392		(1,466,551		)	—
Fair value of derivative instruments	—		23,140		1,606		—			24,746
Total current assets	1,552,038		379,260		229,145		(1,466,551		)	693,892

Total property, plant and equipment, net	3,521		2,156,435		4,215,787		(82,881		)	6,292,862

Other long-term assets:
Investment in unconsolidated affiliate	—		69,327		—		—			69,327
Investment in consolidated affiliates	4,260,881		3,200,111		—		(7,460,992		)	—
Intangibles, net of accumulated amortization	—		621,003		286,730		—			907,733
Fair value of derivative instruments	—		11,410		1,008		—			12,418
Intercompany notes receivable	225,000		—		—		(225,000		)	—
Other long-term assets	55,768		92,484		76,399		—			224,651
Total assets	$	6,097,208	$	6,530,030	$	4,809,069	$	(9,235,424	)	$	8,200,883

LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	—	$	1,445,187	$	21,364	$	(1,466,551	)	$	—
Fair value of derivative instruments	—		17,871		—		—			17,871
Other current liabilities	59,937		197,247		537,767		(2,008		)	792,943
Total current liabilities	59,937		1,660,305		559,131		(1,468,559		)	810,814

Deferred income taxes	3,068		241,354		—		—			244,422
Long-term intercompany financing payable	—		225,000		98,558		(323,558		)	—
Fair value of derivative instruments	—		2,010		—		—			2,010
Long-term debt, net of discounts	3,022,704		—		—		—			3,022,704
Other long-term liabilities	2,894		140,480		8,573		—			151,947

Redeemable non-controlling interest	—		—		—		486,670			486,670

Equity:
Common units	2,256,074		4,260,881		4,142,807		(8,386,003		)	2,273,759
Class B units	752,531		—		—		—			752,531
Non-controlling interest in consolidated subsidiaries	—		—		—		456,026			456,026
Total equity	3,008,605		4,260,881		4,142,807		(7,929,977		)	3,482,316
Total liabilities and equity	$	6,097,208	$	6,530,030	$	4,809,069	$	(9,235,424	)	$	8,200,883

	As of December 31, 2012 (1)
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	210,015	$	102,979	$	32,762	$	—		$	345,756
Restricted cash	—		—		25,500		—			25,500
Receivables and other current assets	9,191		178,913		74,658		—			262,762
Intercompany receivables	812,562		18,472		32,656		(863,690		)	—
Fair value of derivative instruments	—		18,389		1,115		—			19,504
Total current assets	1,031,768		318,753		166,691		(863,690		)	653,522
Total property, plant and equipment, net	3,542		1,999,474		3,032,121		(95,519		)	4,939,618
Other long-term assets:
Restricted cash	—		—		10,000		—			10,000
Investment in unconsolidated affiliate	—		63,054		—		—			63,054
Investment in consolidated affiliates	4,104,473		2,719,920		—		(6,824,393		)	—
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		75,260		—			196,135
Total assets	$	5,415,649	$	5,741,408	$	3,579,907	$	(8,008,602	)	$	6,728,362
LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	461	$	839,543	$	23,686	$	(863,690	)	$	—
Fair value of derivative instruments	—		27,062		167		—			27,229
Other current liabilities	42,301		197,934		472,462		(1,892		)	710,805
Total current liabilities	42,762		1,064,539		496,315		(865,582		)	738,034
Deferred income taxes	2,906		186,522		—		—			189,428
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		2,618		—			134,261
Equity:
Common Units	2,091,440		4,104,473		2,981,382		(7,079,891		)	2,097,404
Class B Units	752,531		—		—		—			752,531
Non-controlling interest in consolidated subsidiaries	—		—		—		261,463			261,463
Total equity	2,843,971		4,104,473		2,981,382		(6,818,428		)	3,111,398
Total liabilities and equity	$	5,415,649	$	5,741,408	$	3,579,907	$	(8,008,602	)	$	6,728,362

(1) The condensed consolidating financial statements have been restated to reflect the deconsolidation of MarkWest Pioneer as discussed in Note 3 of these Condensed Consolidated Financial Statements. The adjustments to the amounts previously reported were not material.

Condensed Consolidating Statements of Operations

	Three months ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	298,097		$	126,515		$	(9,492	)	$	415,120
Operating expenses:
Purchased product costs	—			117,813			17,114			—			134,927
Facility expenses	—			34,497			29,485			(385		)	63,597
Selling, general and administrative expenses	12,074			6,646			8,451			(1,672		)	25,499
Depreciation and amortization	242			45,457			44,292			(1,337		)	88,654
Other operating expenses (income)	—			573			(40,233		)	2,081			(37,579		)
Total operating expenses	12,316			204,986			59,109			(1,313		)	275,098

(Loss) income from operations	(12,316		)	93,111			67,406			(8,179		)	140,022

Earnings from consolidated affiliates	132,913			62,611			—			(195,524		)	—
Other expense, net	(40,102		)	(6,820		)	(2,997		)	11,678			(38,241		)
Income before provision for income tax	80,495			148,902			64,409			(192,025		)	101,781
Provision for income tax (benefit) expense	294			15,989			—			—			16,283
Net income	80,201			132,913			64,409			(192,025		)	85,498
Net income attributable to non-controlling interest	—			—			—			(1,799		)	(1,799		)
Net income attributable to the Partnership’s unitholders	$	80,201		$	132,913		$	64,409		$	(193,824	)	$	83,699

	Three months ended June 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	381,527		$	63,394		$	(2,099	)	$	442,822
Operating expenses:
Purchased product costs	—			53,041			8,111			—			61,152
Facility expenses	—			33,111			14,129			(156		)	47,084
Selling, general and administrative expenses	12,539			2,205			10,999			(4,043		)	21,700
Depreciation and amortization	148			40,634			13,990			(1,129		)	53,643
Other operating expenses	—			628			874			—			1,502
Total operating expenses	12,687			129,619			48,103			(5,328		)	185,081

(Loss) income from operations	(12,687		)	251,908			15,291			3,229			257,741

Earnings from consolidated affiliates	217,483			13,960			—			(231,443		)	—
Other expense, net	(20,700		)	(4,611		)	(1,705		)	281			(26,735		)
Income before provision for income tax	184,096			261,257			13,586			(227,933		)	231,006
Provision for income tax expense	699			43,774			—			—			44,473
Net income	183,397			217,483			13,586			(227,933		)	186,533
Net income attributable to non-controlling interest	—			—			—			375			375
Net income attributable to the Partnership’s unitholders	$	183,397		$	217,483		$	13,586		$	(227,558	)	$	186,908

	Six months ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	569,065		$	235,857		$	(16,529	)	$	788,393
Operating expenses:
Purchased product costs	—			240,763			36,017			—			276,780
Facility expenses	—			66,775			56,387			(387		)	122,775
Selling, general and administrative expenses	24,108			13,619			15,528			(2,514		)	50,741
Depreciation and amortization	519			89,510			84,295			(2,823		)	171,501
Other operating expenses (income)	—			1,338			(40,507		)	2,080			(37,089		)
Total operating expenses	24,627			412,005			151,720			(3,644		)	584,708

(Loss) income from operations	(24,627		)	157,060			84,137			(12,885		)	203,685

Earnings from consolidated affiliates	202,874			81,729			—			(284,603		)	—
Loss on redemption of debt	(38,455		)	—			—			—			(38,455		)
Other expense, net	(83,102		)	(13,236		)	(6,282		)	24,597			(78,023		)
Income before provision for income tax	56,690			225,553			77,855			(272,891		)	87,207
Provision for income tax (benefit) expense	161			22,679			—			—			22,840
Net income	56,529			202,874			77,855			(272,891		)	64,367
Net income attributable to non-controlling interest	—			—			—			3,874			3,874
Net (loss) income attributable to the Partnership’s unitholders	$	56,529		$	202,874		$	77,855		$	(269,017	)	$	68,241

	Six months ended June 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	652,598		$	139,209		$	(1,722	)	$	790,085
Operating expenses:
Purchased product costs	—			201,642			32,865			—			234,507
Facility expenses	—			67,047			26,772			(156		)	93,663
Selling, general and administrative expenses	26,956			7,700			13,754			(1,662		)	46,748
Depreciation and amortization	312			79,927			25,338			(1,367		)	104,210
Other operating expenses	—			1,739			985			—			2,724
Total operating expenses	27,268			358,055			99,714			(3,185		)	481,852

(Loss) income from operations	(27,268		)	294,543			39,495			1,463			308,233

Earnings from consolidated affiliates	273,914			37,746			—			(311,660		)	—
Other expense, net	(44,044		)	(10,122		)	(2,370		)	(372		)	(56,908		)
Income before provision for income tax	202,602			322,167			37,125			(310,569		)	251,325
Provision for income tax expense	765			48,253			—			—			49,018
Net income (loss)	201,837			273,914			37,125			(310,569		)	202,307
Net income attributable to non-controlling interest	—			—			—			621			621
Net income attributable to the Partnership’s unitholders	$	201,837		$	273,914		$	37,125		$	(309,948	)	$	202,928

Condensed Consolidating Statements of Cash Flows

	Six months ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(79,362	)	$	129,228		$	116,760		$	10,970		$	177,596

Cash flows from investing activities:
Restricted cash	—			—			25,500			—			25,500
Capital expenditures	(480		)	(53,319		)	(1,369,397		)	(11,888		)	(1,435,084		)
Equity investments in consolidated affiliates	(28,823		)	(783,600		)	—			812,423			—
Investment in unconsolidated affiliate	—			(8,336		)	—			—			(8,336		)
Distributions from consolidated affiliates	47,860			389,300			—			(437,160		)	—
Acquisition of business, net of cash acquired	—			(225,210		)	—			—			(225,210		)
Proceeds from disposal of property, plant and equipment	—			43			208,066			—			208,109
Net cash flows provided by (used in) investing activities	18,557			(681,122		)	(1,135,831		)	363,375			(1,435,021		)

Cash flows from financing activities:
Proceeds from public equity offerings, net	348,352			—			—			—			348,352
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	—			—			(918		)	918			—
Contributions from parent and affiliates	—			28,823			783,600			(812,423		)	—
Contribution from non-controlling interest	—			—			685,219			—			685,219
Share-based payment activity	(5,206		)	650			—			—			(4,556		)
Payment of distributions	(214,903		)	(47,860		)	(389,412		)	437,160			(215,015		)
Payments of SMR liability	—			(1,103		)	—			—			(1,103		)
Intercompany advances, net	(595,591		)	595,591			—			—			—
Net cash flows (used in) provided by financing activities	(14,022		)	576,101			1,078,489			(374,345		)	1,266,223

Net (decrease) increase in cash	(74,827		)	24,207			59,418			—			8,798
Cash and cash equivalents at beginning of year	210,015			102,979			32,762			—			345,756
Cash and cash equivalents at end of period	$	135,188		$	127,186		$	92,180		$	—		$	354,554

	Six months ended June 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(77,181	)	$	214,781		$	116,298		$	(277	)	$	253,621

Cash flows from investing activities:
Restricted cash	—			—			1,003			—			1,003
Capital expenditures	(114		)	(166,926		)	(415,154		)	1,214			(580,980		)
Equity investments	(26,640		)	(843,960		)	—			869,761			(839		)
Acquisition of business, net of cash acquired	—			—			(506,797		)	—			(506,797		)
Distributions from consolidated affiliates	36,575			50,489			—			(87,064		)	—
Collection of intercompany notes, net	16,700			—			—			(16,700		)	—
Proceeds from disposal of property, plant and equipment	—			1,713			—			(1,214		)	499
Net cash flows provided by (used in) investing activities	26,521			(958,684		)	(920,948		)	765,997			(1,087,114		)

Cash flows from financing activities:
Proceeds from public equity offering, net	852,873			—			—			—			852,873
Proceeds from Credit Facility	238,065			—			—			—			238,065
Payments of Credit Facility	(86,200		)	—			—			—			(86,200		)
Payments related to intercompany financing, net	—			(16,700		)	(277		)	16,977			—
Payments for deferred financing costs	(2,315		)	—			—			—			(2,315		)
Contributions from parent and affiliates	—			26,640			843,121			(869,761		)	—
Contributions from non-controlling interest	—			—			1,101			—			1,101
Share-based payment activity	(8,048		)	2,207			—			—			(5,841		)
Payment of distributions	(155,073		)	(36,575		)	(50,560		)	87,064			(155,144		)
Payments of SMR liability	—			(1,005		)	—			—			(1,005		)
Intercompany advances, net	(788,664		)	788,664			—			—			—
Net cash flows provided by financing activities	50,638			763,231			793,385			(765,720		)	841,534

Net increase (decrease) in cash	(22		)	19,328			(11,265		)	—			8,041
Cash and cash equivalents at beginning of year	22			99,580			14,730			—			114,332
Cash and cash equivalents at end of period	$	—		$	118,908		$	3,465		$	—		$	122,373