HOUSTON, Aug. 6, 2013 /PRNewswire/ -- Crestwood Midstream Partners LP (NYSE: CMLP) ("Crestwood" or "CMLP") reported today its unaudited financial results for the three months ended June 30, 2013. Key financial and operating results included the following:

Second Quarter 2013 Highlights


    --  Adjusted earnings before interest, taxes, depreciation, amortization and
        accretion ("Adjusted EBITDA") was $38.9 million, 21% higher than second
        quarter 2012;
    --  Adjusted distributable cash flow was $27.6 million, 16% higher than
        second quarter 2012;
    --  Total gathering volumes averaged 993 million cubic feet per day
        ("MMcf/d"), 21% higher than second quarter 2012, with 65% of gathering
        volumes from rich gas areas; and
    --  On May 6, 2013, we announced a series of definitive agreements whereby
        the owner of our general partner, Crestwood Holdings LLC ("Crestwood
        Holdings"), would acquire the general partner interest and approximately
        29% of the outstanding limited partnership interest of Inergy, L.P.
        ("NRGY"), contribute its ownership of Crestwood's general partner to
        NRGY, and Crestwood would merge into Inergy Midstream, L.P. ("Inergy
        Midstream"). Crestwood Holdings completed the acquisition of its
        interest in NRGY and contribution of Crestwood's general partner in June
        2013. The merger of CMLP into Inergy Midstream is currently expected to
        be finalized late third quarter or early fourth quarter 2013.
        Collectively, NRGY and Inergy Midstream are referred to herein as
        "Inergy."

"We are pleased to report another quarter of solid performance," stated Robert G. Phillips, Chairman, President and Chief Executive Officer of Crestwood's general partner. "As expected, our Marcellus assets continued to drive the increase in our gathering volumes and offset natural production declines in the Barnett segment. We continue to focus our growth capital spending on pipeline expansions and compression additions in the Marcellus region to keep up with Antero Resources' aggressive development program in the area.

"We expect that Adjusted EBITDA and distributable cash flow will increase in the second half of 2013 due primarily to Marcellus growth. Our significant expansion projects are expected to commence service in the next several weeks which should boost volumes.

"In addition, we are pleased with the significant progress we have made to complete the transformational merger between Crestwood and Inergy Midstream. The combined partnership will have a diverse platform of midstream assets in virtually every premier shale play in the United States and will provide a full suite of services expanding across the midstream value chain. Now that NRGY owns the general partner of Crestwood, we are focused on an efficient integration of our assets and organizations to position our diverse midstream operating platform to provide 'best-in-class' customer service and leverage the capabilities of the combined organization. With the larger size and scale of the combined partnerships, we will be better positioned to provide a more comprehensive and competitive suite of customer services that expand margins and enhance returns. We have an excellent foothold in all of the premier shale plays and continue to execute on new opportunities.

"We are excited about our new investment in the Powder River Basin Niobrara rich gas and crude oil focused shale play. As announced last month, Crestwood completed its acquisition of a 50% interest in the Jackalope system. The $108 million transaction is supported by a 20-year gathering and processing agreement and a 311,000 acre area of dedication from Chesapeake Energy Corporation and RKI Exploration & Production. The Jackalope transaction highlights the benefits of the merger with Inergy Midstream as the Niobrara play provides additional opportunities to extend value chain services such as crude oil storage, blending, truck and rail terminalling, transportation and marketing services that Inergy specializes in," added Phillips.

Second Quarter 2013 Financial and Operating Results

Our Adjusted EBITDA for the second quarter 2013 was $38.9 million, $6.9 million higher than the second quarter 2012. Second quarter 2013 results included $12.9 million of EBITDA from our Marcellus segment, $26.6 million from our Barnett segment and $5.0 million from our other segments.

Second Quarter 2013 Segment Performance

Marcellus Segment

Marcellus segment revenues more than doubled to $15.4 million in the second quarter 2013, compared to $7.0 million in the second quarter 2012. Gathering volumes increased 61% to 415 MMcf/d in the second quarter 2013, compared to 257 MMcf/d in the second quarter 2012. Compression revenues attributable to the compression assets acquired from Enerven Compression LLC in December 2012 were $3.9 million in the second quarter 2013. Operating and maintenance expenses totaled $2.5 million during the second quarter 2013, an increase of approximately $2.0 million from the second quarter 2012, reflecting higher costs associated with the acquired assets and increased volumes.

Barnett Segment

Barnett segment revenues increased 5% to $33.1 million in the second quarter 2013, compared to $31.5 million in the second quarter 2012. Gathering volumes increased 9% to 438 MMcf/d in the second quarter 2013, compared to 401 MMcf/d in the second quarter 2012. Processing volumes increased 53% to 197 MMcf/d in the second quarter 2013, compared with 129 MMcf/d in the second quarter 2012. The increase in gathering and processing volumes was driven by the West Johnson County assets acquired from Devon Energy Corporation in August 2012, which contributed approximately $6.6 million of revenue in the second quarter 2013. The increase was partially offset by natural production declines on existing wells as Quicksilver Resources has not connected any additional wells during 2013.

Operating and maintenance expenses totaled $6.3 million during the second quarter 2013, an increase of $1.0 million from the second quarter 2012, due primarily to the operation of the West Johnson County assets.

Other Segments

The EBITDA contribution from our Fayetteville, Granite Wash and Other segments totaled approximately $5.0 million for the second quarter 2013, a decline of 12% from $5.7 million in the second quarter 2012. The decrease in EBITDA was primarily attributable to the expiration of a minimum throughout agreement on the Haynesville gathering system.

General and Administrative Expenses

General and administrative expenses totaled $10.4 million in the second quarter 2013, $1.7 million higher than the second quarter 2012. During the second quarter 2013, $4.8 million of our general and administrative expense related to transaction and due diligence activities, compared to $2.3 million in the second quarter 2012. The increase in transaction related expenses was primarily due to our anticipated merger with Inergy Midstream.

Capital Investment and Resources

At June 30, 2013, Crestwood had approximately $777.6 million of debt outstanding, comprised of $350.0 million of 7.75% fixed-rate senior notes due 2019, $300.2 million under the CMLP revolving credit facility and $127.4 million under the Crestwood Marcellus Midstream LLC ("CMM") revolving credit facility, which is used to fund our Marcellus capital projects. The CMLP and CMM credit facilities have total committed capacity of $550 million and $200 million, respectively.

Crestwood's capital spending for the six months ended June 30, 2013, totaled approximately $80.3 million. The majority of capital spending related to construction of pipeline laterals and compression equipment in the Marcellus segment.

Basis of Presentation and Non-GAAP Financial Measures

Pursuant to U.S. generally accepted accounting principles ("GAAP"), the acquisition of CMM in January 2013 was accounted for as a reorganization of entities under common control. As such, the historic operations of CMM were retroactively adjusted to reflect Crestwood's results as if Crestwood owned 100% of CMM since CMM's formation and commencement of operations at the end of March 2012. Full year 2012 results were recast in a Form 8-K filed with the Securities and Exchange Commission on May 10, 2013. Information related to 2012 reflected in this news release reflects the recast nature of these amounts.

Adjusted EBITDA and adjusted distributable cash flow are non-GAAP financial measures. The accompanying schedules of this news release provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP. Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income or operating income or any other GAAP measure of liquidity or financial performance.

Conference Call

Crestwood will host a conference call and internet webcast for investors and analysts today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss the second quarter 2013 performance. The call will be jointly hosted with Inergy. To participate by phone, dial 1-480-629-9723, and ask for the Crestwood/Inergy call. A replay of the call will be available for one week by dialing 1-303-590-3030 and using access code 4631393. A webcast of the conference call will also be available live and by replay and can be accessed via the "Presentations" page of Crestwood's Investor Relations website at www.crestwoodlp.com.

Additional Information and Where to Find It

This communication contains information about the proposed merger transaction involving Crestwood and Inergy Midstream. In connection with the proposed merger transaction, Inergy Midstream has filed with the SEC a preliminary registration statement on Form S-4 that includes a proxy statement/prospectus for the unitholders of Crestwood. Crestwood will mail the final proxy statement/prospectus to its unitholders. INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESTWOOD, INERGY MIDSTREAM, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and unitholders are able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Inergy Midstream and Crestwood through the website maintained by the SEC at www.sec.gov. In addition, investors and unitholders are able to obtain free copies of documents filed by Crestwood with the SEC from Crestwood's website, www.crestwoodlp.com, under the heading "SEC Filings" in the "Investor Relations" tab and free copies of documents filed by Inergy Midstream with the SEC from Inergy Midstream's website, www.inergylp.com/midstream, under the heading "SEC Filings" in the "Investor Relations" tab.

Participants in the Solicitation

Crestwood, Inergy Midtream and Inergy and their respective general partners' directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Crestwood in respect of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of Crestwood in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding Crestwood's directors and executive officers is contained in Crestwood's Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Information regarding Inergy's directors and executive officers is contained in Inergy's Annual Report on Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Free copies of these documents may be obtained from the sources described above.

Forward-Looking Statements

The statements in this news release regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations of Crestwood and Inergy management, the matters addressed herein are subject to numerous risks and uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or otherwise materially affect Crestwood's or Inergy's financial condition, results of operations and cash flows include , without limitation, failure to satisfy closing conditions with respect to the merger; the risks that the Crestwood and Inergy businesses will not be integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within proximity of Crestwood or Inergy assets; failure or delays by customers in achieving expected production in their natural gas projects; competitive conditions in the industry and their impact on the ability of Crestwood or Inergy to connect natural gas supplies to Crestwood or Inergy gathering and processing assets or systems; actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; the ability of Crestwood or Inergy to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond Crestwood or Inergy's control; timely receipt of necessary government approvals and permits, the ability of Crestwood or Inergy to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact either company's ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing and future litigation; and risks related to the substantial indebtedness, of either company, as well as other factors disclosed in Crestwood and Inergy's filings with the U.S. Securities and Exchange Commission. You should read filings made by Crestwood and Inergy with the U.S. Securities and Exchange Commission, including Annual Reports on Form 10-K for the year ended December 31, 2012 and September 30, 2012, respectively, and the most recent Quarterly Reports and Current Reports for a more extensive list of factors that could affect results. Crestwood and Inergy do not assume any obligation to update these forward-looking statements.

About Crestwood Midstream Partners LP

Houston, Texas-based Crestwood is a growth-oriented, midstream master limited partnership that owns and operates predominately fee-based gathering, processing, treating and compression assets servicing natural gas producers in the Barnett Shale in north Texas, the Marcellus Shale in northern West Virginia, the Fayetteville Shale in northwest Arkansas, the Granite Wash in the Texas Panhandle, the Avalon Shale/Bone Spring in southeastern New Mexico and the Haynesville/Bossier Shale in western Louisiana. For more information about Crestwood, visit www.crestwoodlp.com. The general partner of Crestwood is owned by Inergy, L.P. (NYSE: NRGY).

About Inergy, L.P.

Inergy, L.P. is a publicly traded master limited partnership that controls, owns, and operates energy midstream businesses. Inergy's operations include a natural gas storage business in Texas and an NGL and crude oil supply and logistics business that serves customers in the United States and Canada. Through its general partner interest in Inergy Midstream, L.P. and Crestwood Midstream Partners LP, Inergy is also engaged in the development and operation of natural gas, NGL and crude oil gathering, processing, storage, and transportation assets in multiple unconventional shale plays across the United States. For more information about Inergy, L.P., visit www.inergylp.com.

About Inergy Midstream, L.P.

Inergy Midstream, L.P. is a publicly traded master limited partnership that develops, owns, and operates predominantly fee-based natural gas, NGL and crude oil storage and transportation businesses in the Northeast region of the United States and in North Dakota.

Investor Contact:

Mark Stockard
832-519-2207
mstockard@crestwoodlp.com




                                                          CRESTWOOD MIDSTREAM PARTNERS LP

                                                         CONSOLIDATED STATEMENTS OF INCOME

                                                     (In thousands, except for per unit data)

                                                                    (Unaudited)


                       Three Months
                           Ended         Six Months Ended                     Three Months Ended

                         June 30,            June 30,                              March 31,
                         --------            --------                              ---------

                                   2013             2012(1)                     2013             2012(1)     2013
                                   ----              ------                     ----              ------     ----

    Operating
     revenues

    Gathering
     revenues                   $24,103             $17,761                  $48,099             $29,598  $23,996

    Gathering
     revenues -
     related party               19,066              21,616                   38,973              45,462   19,907

    Processing
     revenues                     3,926               1,198                    7,974               2,394    4,048

    Processing
     revenues -
     related party                5,515               6,550                   11,197              13,321    5,682

    Compression
     revenues                     3,873                   -                    7,799                   -    3,926

    Product sales                14,616               8,104                   29,473              18,187   14,857

            Total
             operating
             revenues            71,099              55,229                  143,515             108,962   72,416
                                 ------              ------                  -------             -------   ------


    Operating
     expenses

    Product
     purchases                    6,154               7,441                   12,902              16,414    6,748

    Product
     purchases -
     related party                7,878                   -                   14,635                   -    6,757

    Operations and
     maintenance                 12,592               9,400                   25,608              19,111   13,016

    General and
     administrative              10,380               8,657                   18,169              15,395    7,789

    Depreciation,
     amortization
     and accretion               17,701              13,695                   35,061              24,341   17,360

            Total
             operating
             expenses            54,705              39,193                  106,375              75,261   51,670
                                 ------              ------                  -------              ------   ------


    Operating
     income                      16,394              16,036                   37,140              33,701   20,746


    Interest and
     debt expense               (11,185)             (8,963)                 (22,635)            (16,520) (11,450)
                                -------              ------                  -------             -------


    Income before
     income taxes                 5,209               7,073                   14,505              17,181    9,296


    Income tax
     expense                        339                 275                      677                 578      338
                                    ---                 ---                      ---                 ---      ---


    Net income                   $4,870              $6,798                  $13,828             $16,603   $8,958
                                 ======              ======                  =======             =======   ======


    General
     partner's
     interest in
     net income                  $5,192              $4,154                  $10,393              $7,522   $5,201

    Limited
     partners'
     interest in
     net income                   $(322)             $2,644                   $3,435              $9,081   $3,757


    Basic earnings
     (loss) per
     unit:

        Net income
         (loss) per
         limited
         partner unit            $(0.01)              $0.06                    $0.06               $0.21    $0.07


    Diluted
     earnings
     (loss) per
     unit:

        Net income
         (loss) per
         limited
         partner unit            $(0.01)              $0.06                    $0.06               $0.21    $0.07


    Weighted-
     average
     number of
     limited
     partner
     units:

       Basic                     60,004              43,333                   57,400              43,014   54,766

       Diluted                   60,004              43,534                   57,673              43,204   55,042

    Distributions
     declared per
     limited
     partner unit
     (attributable
     to the period
     ended)                       $0.51               $0.50                    $1.02               $1.00    $0.51


    (1) Financial
     information has been
     revised to include
     the results of
     Crestwood Marcellus
     Midstream LLC.

                                                                                                                                             
                                                      CRESTWOOD MIDSTREAM PARTNERS LP
                                                                                                                                             
                                                        CONSOLIDATED BALANCE SHEETS
                                                                                                                                             
                                                   (In thousands, except for unit data)
                                                                                                                                             
                                                                (Unaudited)
                                                                                                                                             
                                                                                                                                             
                                                                                         June 30,                        December 31,
                                                                                                                                             
                                                                                                    2013                               2012
                                                                                                    ----                               ----
                                                                                                                                             
                                                  ASSETS
                                                                                                                                             
    Current assets
                                                                                                                                            
                 Cash and cash
                 equivalents                                                $110                                                       $111
                                                                                                                   
                 Accounts
                 receivable                                               21,772                           21,636
                                                                                                                   
                 Accounts
                 receivable -
                 related party                                            20,851                           23,755
                                                                                                                   
                 Insurance
                 receivable                                                3,496                            2,920
                                                                                                                   
                 Prepaid
                 expenses and
                 other                                                     1,476                            1,941
                                                                                                                                            
                 Assets held
                 for sale                                                  6,680                                                         -
                                                                                                                                             
                                                       Total current assets                       54,385                             50,363
                                                                                                                                             
                                                                                                                   
    Property, plant and equipment, net of
     accumulated depreciation of                                                               1,016,770                            939,846
                                                                                                                                            
                $153,421 in 2013 and $130,030 in 2012
                                                                                                                   
    Intangible assets, net of accumulated
     amortization of                                                                             490,503                            501,380
                                                                                                                                            
                  $23,821 in 2013 and $12,814 in 2012
                                                                                                                                             
    Goodwill                                                                                      95,031                             95,031
                                                                                                                   
    Deferred financing costs, net                                                                 21,134                             22,528
                                                                                                                   
    Other assets                                                                                   2,107                              1,321
                                                                                                   -----                              -----
                                                                                                                                             
                                                       Total assets                           $1,679,930                         $1,610,469
                                                                                              ==========                         ==========
                                                                                                                                             
                                                                                                                                             
                                     LIABILITIES AND PARTNERS' CAPITAL
                                                                                                                                             
    Current liabilities
                                                                                                                                            
                 Accrued
                 additions to
                 property,
                 plant and
                 equipment                                               $36,173                                                     $9,213
                                                                                                                   
                Capital leases                                             3,408                            3,862
                                                                                                                   
                 Deferred
                 revenue                                                   2,426                            2,634
                                                                                                                   
                 Accounts
                 payable -
                 related party                                             2,997                            3,088
                                                                                                                   
                 Accounts
                 payable,
                 accrued
                 expenses and
                 other
                 liabilities                                              34,056                           29,717
                                                                          ------
                                                                                                                                             
                                                       Total current liabilities                  79,060                             48,514
                                                                                                                                             
                                                                                                                   
    Long-term debt                                                                               778,944                            685,161
                                                                                                                   
    Long-term capital leases                                                                       1,509                              3,161
                                                                                                                   
    Asset retirement obligations                                                                  14,425                             14,024
                                                                                                                                             
                                                                                                                                             
    Partners' capital
                                                                                                                                            
                 Common
                 unitholders
                 (53,766,588
                 and
                 41,164,737
                 units issued
                 and
                                                                                                                   
                     outstanding at
                      June 30, 2013
                      and December
                      31, 2012)                                          676,214                          442,348
                                                                                                                                            
                 Class C
                 unitholders
                 (7,165,819
                 units issued
                 and
                                                                                                                   
                    outstanding at
                     December 31,
                     2012)                                                     -                          159,908
                                                                                                                                            
                 Class D
                 unitholder
                 (6,341,707
                 units issued
                 and
                                                                                                                                            
                    outstanding at
                     June 30,
                     2013)                                               126,644                                                         -
                                                                                                                                            
                 General
                 partner
                 (1,112,674
                 and 979,614
                 units issued
                 and
                                                                                                                   
                    outstanding at
                     June 30, 2013
                     and December
                     31, 2012)                                             3,134                          257,353
                                                                                                                                             
                                                       Total partners' capital                   805,992                            859,609
                                                                                                                                             
                                                        Total liabilities and
                                                        partners' capital                     $1,679,930                         $1,610,469
                                                                                              ==========                         ==========




                CRESTWOOD MIDSTREAM PARTNERS LP

             CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (In thousands)

                          (Unaudited)



                                                 Six Months Ended
                                                   June 30,
                                                -----------------

                                                      2013         2012(1)
                                                      ----          ------

    Cash flows from operating activities

    Net income                                     $13,828         $16,603

        Adjustments to reconcile net income to
         net cash provided by

    operating activities:

            Depreciation,
             amortization and
             accretion                              35,061          24,341

            Equity-based
             compensation                            1,378             994

            Other non-cash
             income items                            2,067           2,546

        Changes in assets and liabilities:

            Accounts
             receivable                               (136)            245

            Accounts
             receivable -
             related party                           2,904           4,010

            Insurance
             receivable                               (576)              -

            Prepaid expenses
             and other assets                         (321)           (560)

            Accounts payable
             -related party                            (91)         (1,046)

            Accounts payable,
             accrued expenses
             and other
             liabilities                             3,415          (4,919)

    Net cash provided
     by operating
     activities                                     57,529          42,214
                                                    ------          ------


    Cash flows from investing activities

            Capital
             expenditures                          (80,297)        (22,373)

            Acquisitions, net
             of cash acquired                            -        (376,805)

            Other                                       20               -

    Net cash used in
     investing
     activities                                    (80,277)       (399,178)
                                                   -------        --------


    Cash flows from financing activities

            Proceeds from
             credit
             facilities                            316,900         244,700

            Repayments of
             credit
             facilities                           (223,000)       (176,250)

            Payments on
             capital leases                         (2,248)         (1,375)

            Deferred
             financing costs
             paid                                      (82)         (6,486)

            Proceeds from
             issuance of
             common units,
             net                                   118,562         103,034

            Contributions
             from partners                               -         247,163

            Distribution to
             General Partner
             for additional
             interest in CMM                      (129,000)              -

            Distributions to
             partners                              (57,709)        (45,471)

            Taxes paid for
             equity-based
             compensation
             vesting                                  (676)           (402)

    Net cash provided
     by financing
     activities                                     22,747         364,913
                                                    ------         -------


    Change in cash
     and cash
     equivalents                                        (1)          7,949


    Cash and cash
     equivalents at
     beginning of
     period                                            111             797



    Cash and cash
     equivalents at
     end of period                                    $110          $8,746
                                                      ====          ======



    Supplemental cash flow information:

            Interest paid,
             net of amounts
             capitalized                           $20,270         $14,903


    (1) Financial
     information has been
     revised to include
     the results of
     Crestwood Marcellus
     Midstream LLC.




                                           CRESTWOOD MIDSTREAM PARTNERS LP

                                                 OPERATING STATISTICS

                                                    (In thousands)

                                                     (Unaudited)


                   Three Months   Six Months
                       Ended         Ended                     Three Months Ended

                     June 30,      June 30,                         March 31,
                     --------      --------                         ---------

                             2013       2012(1)                  2013             2012(1)    2013
                             ----        ------                  ----              ------    ----

    Marcellus:

    Gathering
     revenues             $11,524        $7,027               $21,872              $7,027 $10,348

    Compression
     revenues               3,873             -                 7,799                   -   3,926
                            -----           ---                 -----                 ---   -----

    Total
     operating
     revenues             $15,397        $7,027               $29,671              $7,027 $14,274

    Product
     purchases                  -             -                     -                   -       -

    Operations and
     maintenance
     expense                2,545           513                 4,942                 513   2,397
                            -----           ---                 -----                 ---   -----

    EBITDA                $12,852        $6,514               $24,729              $6,514 $11,877
                          =======        ======               =======              ====== =======


    Gathering
     volumes (in
     MMcf)                 37,765        23,424                71,674              23,424  33,909

    Compression
     volumes (in
     MMcf)                 25,882             -                50,157                   -  24,275


    Barnett:

    Gathering
     revenues             $23,568       $23,771               $47,910             $49,830 $24,342

    Processing
     revenues               9,440         7,732                19,168              15,616   9,728

    Product sales              64             -                   544                   -     480
                              ---           ---                   ---                 ---

    Total
     operating
     revenues             $33,072       $31,503               $67,622             $65,446 $34,550

    Product
     purchases                146             -                   401                   -     255

    Operations and
     maintenance
     expense                6,312         5,345                13,567              11,475   7,255
                            -----         -----                ------              ------   -----

    EBITDA                $26,614       $26,158               $53,654             $53,971 $27,040
                          =======       =======               =======             ======= =======


    Gathering
     volumes (in
     MMcf)                 39,833        36,529                80,206              77,182  40,373

    Processing
     volumes (in
     MMcf)                 17,913        11,765                36,235              23,822  18,322


    Fayetteville:

    Gathering
     revenues              $6,140        $6,228               $13,099             $12,994  $6,959

    Product sales             191           102                   485                 200     294
                              ---           ---                   ---                 ---

    Total
     operating
     revenues              $6,331        $6,330               $13,584             $13,194  $7,253

    Product
     purchases                190           124                   483                 206     293

    Operations and
     maintenance
     expense                2,310         2,231                 4,444               4,544   2,134
                            -----         -----                 -----               -----

    EBITDA                 $3,831        $3,975                $8,657              $8,444  $4,826
                           ======        ======                ======              ======  ======


    Gathering
     volumes (in
     MMcf)                  7,696         7,112                15,141              14,647   7,445


    Granite Wash:

    Gathering
     revenues                $478          $270                  $992                $409    $514

    Processing
     revenues                   1            16                     3                  99       2

    Product sales          13,157         7,436                26,490              16,811  13,333
                           ------         -----                ------              ------

    Total
     operating
     revenues             $13,636        $7,722               $27,485             $17,319 $13,849

    Product
     purchases             12,492         6,732                24,699              15,033  12,207

    Operations and
     maintenance
     expense                  685           541                 1,293               1,059     608
                              ---           ---                 -----               -----

    EBITDA                   $459          $449                $1,493              $1,227  $1,034
                             ====          ====                ======              ======  ======


    Gathering
     volumes (in
     MMcf)                  1,870         1,367                 3,905               2,720   2,035

    Processing
     volumes (in
     MMcf)                  1,864         1,362                 3,709               2,707   1,845


    Other:

    Gathering
     revenues              $1,459        $2,081                $3,199              $4,800  $1,740

    Product sales           1,204           566                 1,954               1,176     750
                            -----           ---                 -----               -----

    Total
     operating
     revenues              $2,663        $2,647                $5,153              $5,976  $2,490

    Product
     purchases              1,204           585                 1,954               1,175     750

    Operations and
     maintenance
     expense                  740           770                 1,362               1,520     622
                              ---           ---                 -----               -----

    EBITDA                   $719        $1,292                $1,837              $3,281  $1,118
                             ====        ======                ======              ======  ======


    Gathering
     volumes (in
     MMcf)                  3,176         6,044                 7,115              12,107   3,939


    (1) Financial
     information has been
     revised to include
     the results of
     Crestwood Marcellus
     Midstream LLC.




                                                           CRESTWOOD MIDSTREAM PARTNERS LP

                                                    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                       (In thousands, except for per unit data)

                                                                     (Unaudited)


                      Three Months Ended     Six Months Ended                       Three Months Ended

                           June 30,              June 30,                               March 31,
                           --------              --------                               ---------

                                       2013              2012(1)                     2013               2012(1)     2013
                                       ----               ------                     ----                ------     ----


    Net income                       $4,870               $6,798                  $13,828               $16,603   $8,958

    Items
     impacting
     net income:

        Significant
         transaction-
         related
         expenses                     4,799                2,295                    5,517                 2,346      718

        Non-cash
         interest
         expense
         (write-off
         of deferred
         financing
         costs)                           -                    -                        -                   370        -

    Adjusted net
     income                          $9,669               $9,093                  $19,345               $19,319   $9,676
                                     ======               ======                  =======               =======   ======


    Net income
     (loss) per
     limited
     partner
     unit
     (diluted
     basis)                          $(0.01)               $0.06                    $0.06                 $0.21    $0.07

    Items
     impacting
     net income                       $0.08                $0.05                    $0.10                 $0.06     0.01

    Adjusted net
     income per
     limited
     partner
     unit
     (diluted
     basis)                           $0.07                $0.11                    $0.16                 $0.27    $0.08
                                      =====                =====                    =====                 =====    =====


                      Three Months Ended     Six Months Ended                      Three Months Ended

                           June 30,              June 30,                               March 31,
                           --------              --------                               ---------

                                       2013              2012(1)                     2013               2012(1)     2013
                                       ----               ------                     ----                ------     ----


    Net income                       $4,870               $6,798                  $13,828               $16,603   $8,958

     Depreciation,
     amortization
     and
     accretion
     expense                         17,701               13,695                   35,061                24,341   17,360

    Income tax
     expense                            339                  275                      677                   578      338

    Amortization
     of deferred
     financing
     fees                             1,125                1,339                    2,253                 2,641    1,128

    Amortization
     of debt
     premium                            (59)                   -                     (117)                    -      (58)

    Non-cash
     equity
     compensation                       781                  500                    1,378                   994      597

    Maintenance
     capital
     expenditures                    (2,002)              (1,079)                  (2,923)               (1,593)    (921)
                                     ------               ------                   ------                ------

     Distributable
     cash flow                       22,755               21,528                   50,157                43,564   27,402

    Add:
     Significant
     transaction-
     related
     expenses                         4,799                2,295                    5,688                 2,346      889

    Adjusted
     distributable
     cash flow                      $27,554              $23,823                  $55,845               $45,910  $28,291
                                    =======              =======                  =======               =======  =======


                      Three Months Ended     Six Months Ended                      Three Months Ended

                           June 30,              June 30,                               March 31,
                           --------              --------                               ---------

                                       2013              2012(1)                     2013               2012(1)     2013
                                       ----               ------                     ----                ------     ----


    Total
     operating
     revenues                       $71,099              $55,229                 $143,515              $108,962  $72,416

    Product
     purchases                       14,032                7,441                   27,537                16,414   13,505

    Operations
     and
     maintenance
     expense                         12,592                9,400                   25,608                19,111   13,016

    General and
     administrative
     expense                         10,380                8,657                   18,169                15,395    7,789

    EBITDA                           34,095               29,731                   72,201                58,042   38,106

    Items
     impacting
     EBITDA:

    Add:
     Significant
     transaction-
     related
     expenses                         4,799                2,295                    5,517                 2,346      718

    Adjusted
     EBITDA                          38,894               32,026                   77,718                60,388   38,824

    Less:

    Interest and
     debt
     expense                         11,185                8,963                   22,635                16,520   11,450

    Income tax
     expense                            339                  275                      677                   578      338

     Depreciation,
     amortization
     and
     accretion
     expense                         17,701               13,695                   35,061                24,341   17,360

    Items
     impacting
     EBITDA                           4,799                2,295                    5,517                 2,346      718
                                      -----                -----                    -----                 -----      ---

        Net income                   $4,870               $6,798                  $13,828               $16,603   $8,958
                                     ======               ======                  =======               =======   ======


    (1) Financial
     information has been
     revised to include
     the results of
     Crestwood Marcellus
     Midstream LLC.

SOURCE Crestwood Midstream Partners LP; Inergy, L.P.