Condensed Consolidating Financial Information

3 Months Ended

12 Months Ended

Mar. 31, 2016

Dec. 31, 2015

Text Block [Abstract]

Condensed Consolidating Financial Information

Note 13 – 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

Note 18—Crestwood Midstream 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.

At December 31, 2014, we reflected the interest of non-controlling partners in subsidiaries on our condensed consolidating balance sheet as a component of the Parent’s and Non-Guarantor Subsidiaries’ total partners’ capital, with an adjustment to eliminate the Parent’s portion. During the year ended December 31, 2015, we began reflecting the interest of non-controlling partners in subsidiaries as a component of the Non-Guarantor Subsidiaries’ total partners’ capital only. The condensed consolidating balance sheet for the year December 31, 2014 was adjusted to reflect the change in presentation and there was no impact to our consolidated balance sheet.

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 and for the years ended December 31, 2015, 2014 and 2013. 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

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		40.9		1,846.9		—		—			1,887.8
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	$	5,547.8	$	5,708.7	$	254.8	$	(5,506.8	)	$	6,004.5
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		2,539.8		2.9		—		—			2,542.7
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	$	5,547.8	$	5,708.7	$	254.8	$	(5,506.8	)	$	6,004.5

Crestwood Midstream Partners LP

Condensed Consolidating Balance Sheet

December 31, 2014

(in millions)

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash	$	—	$	7.6	$	—	$	—		$	7.6
Accounts receivable		1.2		377.8		0.3		—			379.3
Inventory		—		46.6		—		—			46.6
Other current assets		—		103.1		—					103.1
Total current assets		1.2		535.1		0.3		—			536.6
Property, plant and equipment, net		7.9		3,738.1		—		—			3,746.0
Goodwill and intangible assets, net		38.0		3,166.2		—		—			3,204.2
Investment in consolidated affiliates		7,148.0		—		—		(7,148.0	)		—
Investment in unconsolidated affiliates		—		—		295.1		—			295.1
Other assets		—		3.3		—		—			3.3
Total assets	$	7,195.1	$	7,442.7	$	295.4	$	(7,148.0	)	$	7,785.2
Liabilities and partners’ capital
Current liabilities:
Accounts payable		9.0		225.8		0.2		—			235.0
Other current liabilities		23.0		153.3		—		—			176.3
Total current liabilities		32.0		379.1		0.2		—			411.3
Long-term liabilities:
Long-term debt, less current portion		2,012.8		1.7		—		—			2,014.5
Other long-term liabilities		1.6		36.7		—		—			38.3
Deferred income taxes		—		0.7		—		—			0.7
Partners’ capital		5,148.7		7,024.5		123.5		(7,148.0	)		5,148.7
Interest of non-controlling partners in subsidiaries		—		—		171.7		—			171.7
Total partners’ capital		5,148.7		7,024.5		295.2		(7,148.0	)		5,320.4
Total liabilities and partners’ capital	$	7,195.1	$	7,442.7	$	295.4	$	(7,148.0	)	$	7,785.2

Crestwood Midstream Partners LP

Condensed Consolidating Statements of Operations

Year Ended December 31, 2015

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Revenues	$	—		$	2,632.8		$	—		$	—	$	2,632.8
Costs of product/services sold		—			1,883.5			—			—		1,883.5
Expenses:
Operations and maintenance		—			188.7			—			—		188.7
General and administrative		65.3			40.3			—			—		105.6
Depreciation, amortization and accretion		—			278.5			—			—		278.5
		65.3			507.5			—			—		572.8
Other operating expense:
Loss on long-lived assets, net		—			(227.8	)		—			—		(227.8	)
Goodwill impairment		—			(1,149.1	)		—			—		(1,149.1	)
Operating loss		(65.3	)		(1,135.1	)		—			—		(1,200.4	)
Loss from unconsolidated affiliates, net		—			—			(60.8	)		—		(60.8	)
Interest and debt expense, net		(130.5	)		—			—			—		(130.5	)
Loss on modification/extinguishment of debt		(18.9	)		—			—			—		(18.9	)
Equity in net income (loss) of subsidiary		(1,195.9	)		—			—			1,195.9		—
Income (loss) before income taxes		(1,410.6	)		(1,135.1	)		(60.8	)		1,195.9		(1,410.6	)
Provision for income taxes		—			—			—			—		—
Net income (loss)		(1,410.6	)		(1,135.1	)		(60.8	)		1,195.9		(1,410.6	)
Net income attributable to non-controlling partners in subsidiaries		—			—			(23.1	)		—		(23.1	)
Net income (loss) attributable to Crestwood Midstream Partners LP		(1,410.6	)		(1,135.1	)		(83.9	)		1,195.9		(1,433.7	)
Net income attributable to Class A preferred units		(23.1	)		—			—			—		(23.1	)
Net income (loss) attributable to partners	$	(1,433.7	)	$	(1,135.1	)	$	(83.9	)	$	1,195.9	$	(1,456.8	)

Crestwood Midstream Partners LP

Condensed Consolidating Statements of Operations

Year Ended December 31, 2014

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	3,917.5		$	—		$	—		$	3,917.5
Costs of product/services sold		—			3,154.8			—			—			3,154.8
Expenses:
Operations and maintenance		—			195.4			—			—			195.4
General and administrative		49.4			42.3			—			—			91.7
Depreciation, amortization and accretion		0.9			254.5			—			—			255.4
		50.3			492.2			—			—			542.5
Other operating expense:
Loss on long-lived assets, net		—			(35.1	)		—			—			(35.1	)
Goodwill impairment		—			(48.8	)		—			—			(48.8	)
Loss on contingent consideration		—			(8.6	)		—			—			(8.6	)
Operating income (loss)		(50.3	)		178.0			—			—			127.7
Loss from unconsolidated affiliates, net		—			—			(0.7	)		—			(0.7	)
Interest and debt expense, net		(111.4	)		—			—			—			(111.4	)
Equity in net income (loss) of subsidiary		176.4			—			—			(176.4	)		—
Income (loss) before income taxes		14.7			178.0			(0.7	)		(176.4	)		15.6
Provision for income taxes		—			0.9						—			0.9
Net income (loss)		14.7			177.1			(0.7	)		(176.4	)		14.7
Net income attributable to non-controlling partners		—			—			(16.8	)		—			(16.8	)
Net income (loss) attributable to Crestwood Midstream Partners LP		14.7			177.1			(17.5	)		(176.4	)		(2.1	)
Net income attributable to Class A preferred units		(17.2	)		—			—			—			(17.2	)
Net income (loss) attributable to partners	$	(2.5	)	$	177.1		$	(17.5	)	$	(176.4	)	$	(19.3	)

Crestwood Midstream Partners

Condensed Consolidating Statements of Operations

Year Ended December 31, 2013

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	1,412.6		$	—		$	—		$	1,412.6
Costs of product/services sold		—			995.4			—			—			995.4
Expenses:
Operations and maintenance		—			103.4			—			—			103.4
General and administrative		46.5			37.6			—			—			84.1
Depreciation, amortization and accretion		1.0			138.4			—			—			139.4
		47.5			279.4			—			—			326.9
Other operating income (expense):
Gain on long-lived assets, net		—			5.3			—			—			5.3
Goodwill impairment		—			(4.1	)		—			—			(4.1	)
Loss on contingent consideration		—			(31.4	)		—			—			(31.4	)
Operating income (loss)		(47.5	)		107.6			—			—			60.1
Loss from unconsolidated affiliates, net		—			—			(0.1	)		—			(0.1	)
Interest and debt expense, net		(68.7	)		(3.0	)		—			—			(71.7	)
Equity in net income (loss) of subsidiary		103.8			—			—			(103.8	)		—
Income (loss) before income taxes		(12.4	)		104.6			(0.1	)		(103.8	)		(11.7	)
Provision for income taxes		—			0.7			—			—			0.7
Net income (loss)		(12.4	)		103.9			(0.1	)		(103.8	)		(12.4	)
Net income attributable to non-controlling partners		—			—			(4.9	)		—			(4.9	)
Net income (loss) attributable to Crestwood Midstream Partners LP		(12.4	)		103.9			(5.0	)		(103.8	)		(17.3	)
Net income attributable to Class A preferred units		—			—			—			—			—
Net income (loss) attributable to partners	$	(12.4	)	$	103.9		$	(5.0	)	$	(103.8	)	$	(17.3	)

Crestwood Midstream Partners LP

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2015

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(190.8	)	$	650.0		$	12.6		$	—		$	471.8
Cash flows from investing activities:
Purchases of property, plant and equipment		(0.8	)		(181.9	)		—			—			(182.7	)
Investment in unconsolidated affiliates		—			—			(41.8	)		—			(41.8	)
Proceeds from the sale of assets		—			2.7			—			—			2.7
Capital distributions from unconsolidated affiliates		—			—			9.3			—			9.3
Capital contributions to consolidated affiliates		(31.2	)		—			—			31.2			—
Net cash provided by (used in) investing activities		(32.0	)		(179.2	)		(32.5	)		31.2			(212.5	)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt		3,490.1			—			—			—			3,490.1
Principal payments on long-term debt		(2,960.9	)		—			—			—			(2,960.9	)
Payments on capital leases		—			(2.2	)		—			—			(2.2	)
Payments for debt-related deferred costs		(17.3	)		—			—			—			(17.3	)
Financing fees paid for early debt redemption		(13.6	)		—			—			—			(13.6	)
Distributions paid		(808.2	)		—			(11.3	)		—			(819.5	)
Contributions from parent		—			—			31.2			(31.2	)		—
Net proceeds from issuance of preferred units		58.8			—			—			—			58.8
Taxes paid for unit-based compensation vesting		—			(2.1	)		—			—			(2.1	)
Change in intercompany balances		474.1			(474.1	)		—			—			—
Other		(0.1	)		—			—			—			(0.1	)
Net cash provided by (used in) financing activities		222.9			(478.4	)		19.9			(31.2	)		(266.8	)
Net change in cash		0.1			(7.6	)		—			—			(7.5	)
Cash at beginning of period		—			7.6			—			—			7.6
Cash at end of period	$	0.1		$	—		$	—		$	—		$	0.1

Crestwood Midstream Partners LP

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2014

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(165.6	)	$	602.9		$	—		$	—		$	437.3
Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(19.5	)		—			—			(19.5	)
Purchases of property, plant and equipment		(4.3	)		(417.4	)		—			—			(421.7	)
Investment in unconsolidated affiliates, net		—			—			(144.4	)		—			(144.4	)
Proceeds from the sale of assets		—			2.7			—			—			2.7
Capital contributions to consolidated affiliates		(89.5	)		—			—			89.5			—
Net cash provided by (used in) investing activities		(93.8	)		(434.2	)		(144.4	)		89.5			(582.9	)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt		2,089.9			—			—			—			2,089.9
Principal payments on long-term debt		(1,949.8	)		(0.2	)		—			—			(1,950.0	)
Payments on capital leases		(1.3	)		(1.9	)		—			—			(3.2	)
Payments for debt-related deferred costs		(0.1	)		—			—			—			(0.1	)
Distributions paid		(470.5	)		—			—			—			(470.5	)
Contributions from parents		—			—			89.5			(89.5	)		—
Net proceeds from issuance of preferred equity of subsidiary		—			—			53.9			—			53.9
Net proceeds from issuance of Class A preferred units		430.5			—			—			—			430.5
Taxes paid for unit-based compensation vesting		—			(1.6	)		—			—			(1.6	)
Change in intercompany balances		161.4			(161.4	)		—			—			—
Other		(0.8	)		—			—			—			(0.8	)
Net cash provided by (used in) financing activities		259.3			(165.1	)		143.4			(89.5	)		148.1
Net change in cash		(0.1	)		3.6			(1.0	)		—			2.5
Cash at beginning of period		0.1			4.0			1.0			—			5.1
Cash at end of period	$	—		$	7.6		$	—		$	—		$	7.6

Crestwood Midstream Partners LP

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2013

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(46.1	)	$	333.6		$	—		$	(33.8	)	$	253.7
Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(561.5	)		—			—			(561.5	)
Purchases of property, plant and equipment		(1.0	)		(338.3	)		—			—			(339.3	)
Investment in unconsolidated affiliates, net		—			—			(151.5	)		—			(151.5	)
Capital contributions to consolidated affiliates		(106.4	)		—			—			106.4			—
Proceeds from the sale of assets		—			11.2			—			—			11.2
Net cash provided by (used in) investing activities		(107.4	)		(888.6	)		(151.5	)		106.4			(1,041.1	)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt		2,072.8			—			—			—			2,072.8
Principal payments on long-term debt		(1,634.3	)		(0.2	)		—			—			(1,634.5	)
Payments on capital leases		(0.4	)		(3.9	)		—			—			(4.3	)
Payments for debt-related deferred costs		(32.0	)		—			—			—			(32.0	)
Distributions paid		(419.7	)		(33.8	)		—			33.8			(419.7	)
Contributions from parents		—			55.5			56.4			(106.4	)		5.5
Net proceeds from the issuance of common units		714.0			—			—			—			714.0
Net proceeds from issuance of preferred equity of subsidiary		—			—			96.1			—			96.1
Taxes paid for unit-based compensation vesting		—			(5.5	)		—			—			(5.5	)
Change in intercompany balances		(546.8	)		546.8			—			—			—
Net cash provided by (used in) financing activities		153.6			558.9			152.5			(72.6	)		792.4
Net change in cash		0.1			3.9			1.0			—			5.0
Cash at beginning of period		—			0.1			—			—			0.1
Cash at end of period	$	0.1		$	4.0		$	1.0		$	—		$	5.1