16. Supplemental Condensed Consolidating Financial Information

MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of September 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 September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012 is as follows (in thousands):

Condensed Consolidating Balance Sheets

	As of September 30, 2013
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	181,213	$	119,886	$	27,054	$	—		$	328,153
Restricted cash	—		—		10,000		—			10,000
Receivables and other current assets	3,146		233,522		89,765		—			326,433
Intercompany receivables	440,839		6,659		49,494		(496,992		)	—
Fair value of derivative instruments	—		14,872		838		—			15,710
Total current assets	625,198		374,939		177,151		(496,992		)	680,296

Total property, plant and equipment, net	3,598		2,174,893		4,940,452		(78,120		)	7,040,823

Other long-term assets:
Restricted Cash	—		—		10,000		—			10,000
Investment in unconsolidated affiliate	—		68,193		—		—			68,193
Investment in consolidated affiliates	5,716,977		3,766,735		—		(9,483,712		)	—
Intangibles, net of accumulated amortization	—		608,748		282,764		—			891,512
Fair value of derivative instruments	—		4,214		341		—			4,555
Intercompany notes receivable	225,000		—		—		(225,000		)	—
Other long-term assets	54,046		92,380		75,911		—			222,337
Total assets	$	6,624,819	$	7,090,102	$	5,486,619	$	(10,283,824	)	$	8,917,716

LIABILITIES AND EQUITY
Current liabilities:
Intercompany payables	$	1	$	486,870	$	10,121	$	(496,992	)	$	—
Fair value of derivative instruments	—		27,460		2,019		—			29,479
Other current liabilities	47,522		214,180		655,079		(2,068		)	914,713
Total current liabilities	47,523		728,510		667,219		(499,060		)	944,192

Deferred income taxes	3,061		256,974		—		—			260,035
Long-term intercompany financing payable	—		225,000		98,018		(323,018		)	—
Fair value of derivative instruments	—		20,996		48		—			21,044
Long-term debt, net of discounts	3,022,887		—		—		—			3,022,887
Other long-term liabilities	2,838		141,645		8,394		—			152,877

Redeemable non-controlling interest	—		—		—		366,238			366,238

Equity:
Common units	2,946,485		5,716,977		4,712,940		(10,407,951		)	2,968,451
Class B units	602,025		—		—		—			602,025
Non-controlling interest in consolidated subsidiaries	—		—		—		579,967			579,967
Total equity	3,548,510		5,716,977		4,712,940		(9,827,984		)	4,150,443
Total liabilities and equity	$	6,624,819	$	7,090,102	$	5,486,619	$	(10,283,824	)	$	8,917,716

	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 September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	277,120		$	152,225		$	(8,829	)	$	420,516
Operating expenses:
Purchased product costs	—			174,754			37,152			—			211,906
Facility expenses	—			39,781			40,598			(505		)	79,874
Selling, general and administrative expenses	12,297			7,900			8,077			(1,627		)	26,647
Depreciation and amortization	155			45,898			47,570			(1,297		)	92,326
Other operating expenses (income)	—			1,970			30			—			2,000
Total operating expenses	12,452			270,303			133,427			(3,429		)	412,753

(Loss) income from operations	(12,452		)	6,817			18,798			(5,400		)	7,763

Earnings from consolidated affiliates	22,899			12,229			—			(35,128		)	—
Other expense, net	(38,339		)	(6,396		)	(2,992		)	9,681			(38,046		)
Income before provision for income tax	(27,892		)	12,650			15,806			(30,847		)	(30,283		)
Provision for income tax (benefit) expense	(7		)	(10,249		)	—			—			(10,256		)
Net income	(27,885		)	22,899			15,806			(30,847		)	(20,027		)
Net income attributable to non-controlling interest	—			—			—			(3,577		)	(3,577		)
Net income attributable to the Partnership’s unitholders	$	(27,885	)	$	22,899		$	15,806		$	(34,424	)	$	(23,604	)

	Three months ended September 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	205,629		$	78,047		$	(3,100	)	$	280,576
Operating expenses:
Purchased product costs	—			114,685			16,327			—			131,012
Facility expenses	—			36,437			20,475			(1		)	56,911
Selling, general and administrative expenses	10,241			5,633			6,943			(1,094		)	21,723
Depreciation and amortization	146			41,593			21,381			(1,578		)	61,542
Other operating expenses	—			488			307			—			795
Total operating expenses	10,387			198,836			65,433			(2,673		)	271,983

(Loss) income from operations	(10,387		)	6,793			12,614			(427		)	8,593

Earnings from consolidated affiliates	20,122			10,387			—			(30,509		)	—
Other (expense) income, net	(24,637		)	(4,447		)	(3,152		)	958			(31,278		)
(Loss) income before provision for income tax	(14,902		)	12,733			9,462			(29,978		)	(22,685		)
Provision for income tax expense	(31		)	(7,389		)	—			—			(7,420		)
Net (loss) income	(14,871		)	20,122			9,462			(29,978		)	(15,265		)
Net income attributable to non-controlling interest	—			—			—			925			925
Net (loss) income attributable to the Partnership’s unitholders	$	(14,871	)	$	20,122		$	9,462		$	(29,053	)	$	(14,340	)

	Nine months ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	846,185		$	388,082		$	(25,358	)	$	1,208,909
Operating expenses:
Purchased product costs	—			415,517			73,169			—			488,686
Facility expenses	—			106,556			96,985			(892		)	202,649
Selling, general and administrative expenses	36,405			21,519			23,605			(4,141		)	77,388
Depreciation and amortization	674			135,408			131,865			(4,120		)	263,827
Other operating expenses (income)	—			3,308			(40,477		)	2,080			(35,089		)
Total operating expenses	37,079			682,308			285,147			(7,073		)	997,461

(Loss) income from operations	(37,079		)	163,877			102,935			(18,285		)	211,448

Earnings from consolidated affiliates	225,773			93,958			—			(319,731		)	—
Loss on redemption of debt	(38,455		)	—			—			—			(38,455		)
Other expense, net	(121,441		)	(19,632		)	(9,274		)	34,278			(116,069		)
Income before provision for income tax	28,798			238,203			93,661			(303,738		)	56,924
Provision for income tax (benefit) expense	154			12,430			—			—			12,584
Net income	28,644			225,773			93,661			(303,738		)	44,340
Net income attributable to non-controlling interest	—			—			—			297			297
Net (loss) income attributable to the Partnership’s unitholders	$	28,644		$	225,773		$	93,661		$	(303,441	)	$	44,637

	Nine months ended September 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Total revenue	$	—		$	858,227		$	217,257		$	(4,823	)	$	1,070,661
Operating expenses:
Purchased product costs	—			316,327			49,192			—			365,519
Facility expenses	—			103,484			47,248			(158		)	150,574
Selling, general and administrative expenses	37,197			13,333			20,697			(2,756		)	68,471
Depreciation and amortization	458			121,520			46,719			(2,945		)	165,752
Other operating expenses	—			2,227			1,292			—			3,519
Total operating expenses	37,655			556,891			165,148			(5,859		)	753,835

(Loss) income from operations	(37,655		)	301,336			52,109			1,036			316,826

Earnings from consolidated affiliates	294,036			48,134			—			(342,170		)	—
Other expense, net	(68,681		)	(14,570		)	(5,521		)	586			(88,186		)
Income before provision for income tax	187,700			334,900			46,588			(340,548		)	228,640
Provision for income tax expense	734			40,864			—			—			41,598
Net income (loss)	186,966			294,036			46,588			(340,548		)	187,042
Net income attributable to non-controlling interest	—			—			—			1,546			1,546
Net income attributable to the Partnership’s unitholders	$	186,966		$	294,036		$	46,588		$	(339,002	)	$	188,588

Condensed Consolidating Statements of Cash Flows

	Nine months ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(136,817	)	$	265,484		$	188,042		$	13,950		$	330,659

Cash flows from investing activities:
Restricted cash	—			—			15,500			—			15,500
Capital expenditures	(655		)	(110,921		)	(2,049,794		)	(15,349		)	(2,176,719		)
Equity investments in consolidated affiliates	(43,763		)	(1,404,800		)	—			1,448,563			—
Investment in unconsolidated affiliates	—			(8,530		)	—			—			(8,530		)
Distributions from consolidated affiliates	72,673			455,966			—			(528,639		)	—
Acquisition of business, net of cash acquired	—			(225,210		)	—			—			(225,210		)
Proceeds from disposal of property, plant and equipment	—			582			208,070			—			208,652
Net cash flows provided by (used in) investing activities	28,255			(1,292,913		)	(1,826,224		)	904,575			(2,186,307		)

Cash flows from financing activities:
Proceeds from public equity offerings, net	1,039,849			—			—			—			1,039,849
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 issuance costs, deferred financing costs and registration costs	(14,046		)	—			—			—			(14,046		)
Payments related to intercompany financing, net	—			—			(1,399		)	1,399			—
Contributions from parent and affiliates	—			43,763			1,404,800			(1,448,563		)	—
Contributions from non-controlling interest	—			—			685,219			—			685,219
Share-based payment activity	(5,212		)	650			—			—			(4,562		)
Payments of distributions	(333,946		)	(72,673		)	(456,146		)	528,639			(334,126		)
Payments of SMR liability	—			(1,661		)	—			—			(1,661		)
Intercompany advances, net	(1,074,257		)	1,074,257			—			—			—
Net cash flows (used in) provided by financing activities	79,760			1,044,336			1,632,474			(918,525		)	1,838,045

Net (decrease) increase in cash and cash equivalents	(28,802		)	16,907			(5,708		)	—			(17,603		)
Cash and cash equivalents at beginning of year	210,015			102,979			32,762			—			345,756
Cash and cash equivalents at end of period	$	181,213		$	119,886		$	27,054		$	—		$	328,153

	Nine months ended September 30, 2012 (1)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(89,558	)	$	305,694		$	170,976		$	(1,328	)	$	385,784

Cash flows from investing activities:
Restricted cash	—			—			1,003			—			1,003
Capital expenditures	(120		)	(236,153		)	(1,005,270		)	1,838			(1,239,705		)
Equity investments	(42,120		)	(1,367,484		)	—			1,408,765			(839		)
Acquisition of business, net of cash acquired	—			—			(506,797		)	—			(506,797		)
Distributions from consolidated affiliates	48,973			95,814			—			(144,787		)	—
Collection of intercompany notes, net	(12,300		)	—			—			12,300			—
Proceeds from disposal of property, plant and equipment	—			1,718			84			(1,213		)	589
Net cash flows used in investing activities	(5,567		)	(1,506,105		)	(1,510,980		)	1,276,903			(1,745,749		)

Cash flows from financing activities:
Proceeds from public equity offering, net	1,191,066			—			—			—			1,191,066
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
Payments related to intercompany financing, net	—			12,300			(703		)	(11,597		)	—
Payments for deferred financing costs	(14,184		)	—			—			—			(14,184		)
Contributions from parent and affiliates	—			42,120			1,366,645			(1,408,765		)	—
Contributions from non-controlling interest	—			—			56,101			—			56,101
Share-based payment activity	(8,061		)	2,216			—			—			(5,845		)
Payment of distributions	(244,169		)	(48,973		)	(95,885		)	144,787			(244,240		)
Payments of SMR liability	—			(1,525		)	—			—			(1,525		)
Intercompany advances, net	(1,206,149		)	1,206,149			—			—			—
Net cash flows provided by financing activities	395,116			1,212,287			1,326,158			(1,275,575		)	1,657,986

Net increase (decrease) in cash	299,991			11,876			(13,846		)	—			298,021
Cash and cash equivalents at beginning of year	22			99,580			14,730			—			114,332
Cash and cash equivalents at end of period	$	300,013		$	111,456		$	884		$	—		$	412,353