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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
For the quarterly period ended September 30, 2022

OR
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .


(Exact name of registrant as specified in its charter)Commission file numberState or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.)
Crestwood Equity Partners LP001-34664Delaware43-1918951
Crestwood Midstream Partners LP001-35377Delaware20-1647837


811 Main Street
Suite 3400
Houston, Texas
HoustonTexas77002
(Address of principal executive offices)(Zip code)
(832) 519-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Crestwood Equity Partners LPCommon Units representing limited partnership interestsCEQPNew York Stock Exchange
Crestwood Equity Partners LPPreferred Units representing limited partnership interestsCEQP-PNew York Stock Exchange
Crestwood Midstream Partners LPNoneNoneNone

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Crestwood Equity Partners LP
Yesx
☒No o☐
Crestwood Midstream Partners LP
Yesx
☒No o☐


(Explanatory Note: Crestwood Midstream Partners LP is currently a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934. Although not subject to these filing requirements, Crestwood Midstream Partners LP has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Crestwood Equity Partners LP
Yesx
☒No o☐
Crestwood Midstream Partners LP
Yesx
☒No o☐



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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Crestwood Equity Partners LP
Large accelerated filerx
☒
Accelerated filero

☐
Non-accelerated filero
☐
Smaller reporting companyo
☐
Emerging growth companyo☐
Crestwood Midstream Partners LP
Large accelerated filero
☐
Accelerated filero
☐
Non-accelerated filerx
☒
Smaller reporting companyo
☐
Emerging growth companyo☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act.
Act.
Crestwood Equity Partners LPo☐
Crestwood Midstream Partners LPo☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Crestwood Equity Partners LP
Yeso
☐Nox☒
Crestwood Midstream Partners LP
Yeso
☐Nox☒


Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date (October 30, 2017)
28, 2022).
Crestwood Equity Partners LP70,291,071104,652,379
Crestwood Midstream Partners LPNone


Crestwood Midstream Partners LP, as a wholly-owned subsidiary of a reporting company, meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format as permitted by such instruction.






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CRESTWOOD EQUITY PARTNERS LP
CRESTWOOD MIDSTREAM PARTNERS LP
INDEX TO FORM 10-Q

Page
Page
Part I – Financial Information
Item 1. Financial Statements (Unaudited):
Crestwood Equity Partners LP
Consolidated Balance Sheets
4
Consolidated Statements of Operations
5
Consolidated Statements of Comprehensive IncomePartners’ Capital
76
Consolidated Statement of Partners’ Capital
8
Consolidated Statements of Cash Flows
98
Crestwood Midstream Partners LP
Consolidated Balance Sheets
109
Consolidated Statements of Operations
1110
Consolidated StatementStatements of Partners’ Capital
1311
Consolidated Statements of Cash Flows
1412
Notes to Consolidated Financial Statements
1513
Note 1. Organization and Business Description
13
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
13
Note 3. Acquisitions and Divestitures
14
Note 4. Certain Balance Sheet Information
19
Note 5. Investments in Unconsolidated Affiliates
20
Note 6. Risk Management
21
Note 7. Fair Value Measurements
22
Note 8. Long-Term Debt
24
Note 9. Commitments and Contingencies
26
Note 10. Leases
27
Note 11. Partners’ Capital and Non-Controlling Partner
28
Note 12. Earnings Per Limited Partner Unit
30
Note 13. Segments
31
Note 14. Revenues
34
Note 15. Related Party Transactions
39
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
4241
Item 3. Quantitative and Qualitative Disclosures About Market Risk
5453
Item 4. Controls and Procedures
5453
Item 1. Legal Proceedings
55
Item 1A. Risk Factors
55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
55
Item 3. Defaults Upon Senior Securities
55
Item 4. Mine Safety Disclosures
55
Item 5. Other Information
55
Item 6. Exhibits
56
Signature
58


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PART I - FINANCIAL INFORMATION


Item 1. Financial Statements



CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
 September 30,
2017		 December 31,
2016
 (unaudited)  
Assets   
Current assets:   
Cash$1.4
 $1.6
Accounts receivable, less allowance for doubtful accounts of $1.2 million and $1.9 million at September 30, 2017 and December 31, 2016345.0
 289.8
Inventory92.9
 66.0
Assets from price risk management activities7.8
 6.3
Prepaid expenses and other current assets5.2
 9.7
Total current assets452.3
 373.4
Property, plant and equipment2,599.6
 2,555.4
Less: accumulated depreciation and depletion547.5
 457.8
Property, plant and equipment, net2,052.1
 2,097.6
Intangible assets898.6
 898.6
Less: accumulated amortization281.4
 241.2
Intangible assets, net617.2
 657.4
Goodwill199.0
 199.0
Investments in unconsolidated affiliates1,198.5
 1,115.4
Other assets6.2
 6.1
Total assets$4,525.3
 $4,448.9
Liabilities and partners’ capital   
Current liabilities:   
Accounts payable$312.7
 $217.2
Accrued expenses and other liabilities112.5
 90.5
Liabilities from price risk management activities52.6
 28.6
Current portion of long-term debt0.9
 1.0
Total current liabilities478.7
 337.3
Long-term debt, less current portion1,615.4
 1,522.7
Other long-term liabilities48.2
 44.6
Deferred income taxes4.7
 5.3
Commitments and contingencies (Note 10)


 

Partners’ capital:   
Crestwood Equity Partners LP partners’ capital (70,551,614 and 69,499,741 common and subordinated units issued and outstanding at September 30, 2017 and December 31, 2016)1,566.4
 1,782.0
Preferred units (71,257,445 and 66,533,415 units issued and outstanding at September 30, 2017 and December 31, 2016)612.0
 564.5
Total Crestwood Equity Partners LP partners’ capital2,178.4
 2,346.5
Interest of non-controlling partners in subsidiaries199.9
 192.5
Total partners’ capital2,378.3
 2,539.0
Total liabilities and partners’ capital$4,525.3
 $4,448.9
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
September 30,
2022		December 31,
2021
 (unaudited) 
Assets
Current assets:
Cash$6.4 $13.3 
Accounts receivable, less allowance for doubtful accounts of $0.6 million
     at both September 30, 2022 and December 31, 2021
479.8 378.0 
Inventory159.1 156.5 
Assets from price risk management activities112.7 42.1 
Assets held for sale, net205.7 — 
Prepaid expenses and other current assets9.2 14.8 
Total current assets972.9 604.7 
Property, plant and equipment5,141.4 3,771.5 
Less: accumulated depreciation752.1 992.1 
Property, plant and equipment, net4,389.3 2,779.4 
Intangible assets1,420.2 1,126.1 
Less: accumulated amortization285.1 393.2 
Intangible assets, net1,135.1 732.9 
Goodwill251.3 138.6 
Operating lease right-of-use assets, net18.6 27.4 
Investments in unconsolidated affiliates121.4 155.8 
Other non-current assets10.8 6.9 
Total assets$6,899.4 $4,445.7 
Liabilities and capital
Current liabilities:
Accounts payable$386.2 $336.5 
Accrued expenses and other liabilities204.5 147.1 
Liabilities from price risk management activities36.9 114.6 
Current portion of long-term debt— 0.2 
Total current liabilities627.6 598.4 
Long-term debt, less current portion3,570.0 2,052.1 
Other long-term liabilities325.7 258.7 
Deferred income taxes3.5 2.3 
Total liabilities4,526.8 2,911.5 
Commitments and contingencies (Note 9)
Interest of non-controlling partner in subsidiary434.4 434.6 
Crestwood Equity Partners LP partners’ capital (104,651,317 and 62,991,511 common units issued and outstanding at September 30, 2022 and December 31, 2021)1,326.2 487.6 
Preferred units (71,257,445 units issued and outstanding at both September 30, 2022 and December 31, 2021)612.0 612.0 
Total partners’ capital1,938.2 1,099.6 
Total liabilities and capital$6,899.4 $4,445.7 
See accompanying notes.

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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per unit data)
(unaudited)

Three Months EndedNine Months Ended
 September 30,September 30,
 2022202120222021
Revenues:
Product revenues$1,332.8 $1,120.8 $3,938.3 $2,872.1 
Product revenues - related party (Note 15)
83.2 6.5 222.7 24.2 
Service revenues92.4 98.4 286.8 291.3 
Service revenues - related party (Note 15)
57.6 0.6 150.0 1.0 
Total revenues1,566.0 1,226.3 4,597.8 3,188.6 
Costs of product/services sold (exclusive of items shown separately below):
Product costs1,228.6 1,060.2 3,613.4 2,595.8 
Product costs - related party (Note 15)
51.3 34.8 232.9 101.3 
Service costs6.9 4.3 18.1 13.2 
Total costs of products/services sold1,286.8 1,099.3 3,864.4 2,710.3 
Operating expenses and other:
Operations and maintenance55.0 31.6 144.0 90.2 
General and administrative33.9 25.9 103.8 67.4 
Depreciation, amortization and accretion86.9 64.6 242.3 182.6 
Loss on long-lived assets, net175.9 18.5 186.9 19.6 
Gain on acquisition(75.3)— (75.3)— 
276.4 140.6 601.7 359.8 
Operating income (loss)2.8 (13.6)131.7 118.5 
Earnings (loss) from unconsolidated affiliates, net3.2 4.9 12.2 (125.9)
Interest and debt expense, net(47.6)(30.9)(123.8)(102.0)
Loss on modification/extinguishment of debt— — — (6.7)
Other income, net— 0.1 0.2 0.2 
Income (loss) before income taxes(41.6)(39.5)20.3 (115.9)
Provision for income taxes(1.4)(0.1)(1.7)(0.1)
Net income (loss)(43.0)(39.6)18.6 (116.0)
Net income attributable to non-controlling partner10.3 10.3 30.8 30.7 
Net loss attributable to Crestwood Equity Partners LP(53.3)(49.9)(12.2)(146.7)
Net income attributable to preferred units15.0 15.0 45.0 45.0 
Net loss attributable to partners$(68.3)$(64.9)$(57.2)$(191.7)
Net loss per limited partner unit: (Note 12)
Basic and Diluted$(0.64)$(1.03)$(0.59)$(2.88)
Weighted-average limited partners’ units outstanding:
Basic and Diluted107.1 62.9 97.1 66.6 
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except unit and per unit data)
(unaudited)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Revenues:       
Product revenues:       
Gathering and processing$353.3
 $206.1
 $971.7
 $567.7
Marketing, supply and logistics502.0
 271.3
 1,353.7
 735.2
 855.3
 477.4
 2,325.4
 1,302.9
Services revenues:       
Gathering and processing80.6
 72.5
 235.0
 217.9
Storage and transportation6.2
 18.3
 24.7
 131.5
Marketing, supply and logistics13.0
 18.7
 47.5
 71.1
Related party (Note 11)
0.5
 0.7
 1.4
 2.1
 100.3
 110.2
 308.6
 422.6
Total revenues955.6
 587.6
 2,634.0
 1,725.5
        
Costs of product/services sold (exclusive of items shown separately below):       
Product costs:       
Gathering and processing374.9
 221.1
 1,038.1
 618.4
Marketing, supply and logistics468.4
 229.1
 1,185.6
 605.1
Related party (Note 11)
3.7
 5.0
 11.8
 13.7
 847.0
 455.2
 2,235.5
 1,237.2
Service costs:       
Gathering and processing—
 —
 —
 0.1
Storage and transportation0.2
 0.1
 0.3
 4.9
Marketing, supply and logistics11.3
 11.4
 35.8
 37.9
 11.5
 11.5
 36.1
 42.9
Total costs of products/services sold858.5
 466.7
 2,271.6
 1,280.1
        
Expenses:       
Operations and maintenance35.5
 33.1
 103.4
 119.9
General and administrative22.5
 18.3
 71.6
 70.2
Depreciation, amortization and accretion48.1
 50.3
 145.2
 177.0
 106.1
 101.7
 320.2
 367.1
Other operating expenses:       
Loss on long-lived assets, net(6.3) (2.1) (6.3) (34.8)
Goodwill impairment—
 —
 —
 (109.7)
Operating income (loss)(15.3) 17.1
 35.9
 (66.2)

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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions, except unit and per unit data)
(unaudited)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Earnings from unconsolidated affiliates, net11.5
 13.4
 29.2
 26.1
Interest and debt expense, net(24.2) (27.5) (74.8) (97.9)
Gain (loss) on modification/extinguishment of debt—
 —
 (37.7) 10.0
Other income, net0.2
 0.2
 0.4
 0.4
Income (loss) before income taxes(27.8) 3.2
 (47.0) (127.6)
Provision for income taxes(0.1) (0.2) —
 (0.2)
Net income (loss)(27.9) 3.0
 (47.0) (127.8)
Net income attributable to non-controlling partners6.4
 6.1
 18.8
 18.0
Net loss attributable to Crestwood Equity Partners LP(34.3) (3.1) (65.8) (145.8)
Net income attributable to preferred units16.2
 6.9
 47.5
 16.6
Net loss attributable to partners$(50.5) $(10.0) $(113.3) $(162.4)
        
Subordinated unitholders' interest in net loss$—
 $—
 $—
 $—
Common unitholders' interest in net loss$(50.5) $(10.0) $(113.3) $(162.4)
Net loss per limited partner unit:       
Basic$(0.72) $(0.14) $(1.63) $(2.35)
Diluted$(0.72) $(0.14) $(1.63) $(2.35)
Weighted-average limited partners’ units outstanding (in thousands):
      
Basic69,725
 69,050
 69,692
 69,002
Dilutive units—
 —
 —
 —
Diluted69,725
 69,050
 69,692
 69,002


See accompanying notes.

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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)

PreferredCommon
UnitsCapital UnitsCapitalTotal Partners’
Capital
Balance at December 31, 202171.3 $612.0 63.0 $487.6 $1,099.6 
Distributions to partners— (15.0)— (60.9)(75.9)
Issuance of common units (Note 3)
— — 33.8 930.0 930.0 
Unit-based compensation charges— — 1.6 13.0 13.0 
Taxes paid for unit-based compensation vesting— — (0.5)(14.9)(14.9)
Other— — 0.1 2.2 2.2 
Net income (loss)— 15.0 — (3.0)12.0 
Balance at March 31, 202271.3 612.0 98.0 1,354.0 1,966.0 
Distributions to partners— (15.0)— (64.2)(79.2)
Unit-based compensation charges— — — 8.6 8.6 
Taxes paid for unit-based compensation vesting— — — (0.7)(0.7)
Other— — — (0.4)(0.4)
Net income— 15.0 — 14.1 29.1 
Balance at June 30, 202271.3 612.0 98.0 1,311.4 1,923.4 
Distributions to partners— (15.0)— (71.6)(86.6)
Issuance of common units (Note 3)
— — 11.3 270.8 270.8 
Purchase of common units (Note 11)
— — — (123.7)(123.7)
Retirement of common units (Note 11)
— — (4.6)— — 
Unit-based compensation charges— — — 8.0 8.0 
Taxes paid for unit-based compensation vesting— — — (0.2)(0.2)
Other— — — (0.2)(0.2)
Net income (loss)— 15.0 — (68.3)(53.3)
Balance at September 30, 202271.3 $612.0 104.7 $1,326.2 $1,938.2 
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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net income (loss)$(27.9) $3.0
 $(47.0) $(127.8)
Change in fair value of Suburban Propane Partners, L.P. units0.3
 —
 (0.6) 1.3
Comprehensive income (loss)(27.6) 3.0
 (47.6) (126.5)
Comprehensive income attributable to non-controlling interest6.4
 6.1
 18.8
 18.0
Comprehensive loss attributable to Crestwood Equity Partners LP$(34.0) $(3.1) $(66.4) $(144.5)
CRESTWOOD EQUITY PARTNERS LP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (continued)
(in millions)
(unaudited)

PreferredPartners
UnitsCapitalCommon UnitsSubordinated UnitsCapitalTotal Partners’
Capital
Balance at December 31, 202071.3 $612.0 73.6 0.4 $1,043.4 $1,655.4 
Crestwood Holdings Transactions (Note 11)
— — — — (273.2)(273.2)
Retirement of units (Note 11)
— — (11.5)(0.4)— — 
Distributions to partners— (15.0)— — (46.4)(61.4)
Unit-based compensation charges— — 1.1 — 3.7 3.7 
Taxes paid for unit-based compensation vesting— — (0.4)— (8.1)(8.1)
Other— — — — (0.4)(0.4)
Net income (loss)— 15.0 — — (63.4)(48.4)
Balance at March 31, 202171.3 612.0 62.8 — 655.6 1,267.6 
Distributions to partners— (15.0)— — (39.3)(54.3)
Unit-based compensation charges— — — — 7.6 7.6 
Taxes paid for unit-based compensation vesting— — — — (0.1)(0.1)
Other— — — — (0.3)(0.3)
Net income (loss)— 15.0 — — (63.4)(48.4)
Balance at June 30, 202171.3 612.0 62.8 — 560.1 1,172.1 
Distributions to partners— (15.0)— — (39.3)(54.3)
Unit-based compensation charges— — 0.1 — 9.6 9.6 
Taxes paid for unit-based compensation vesting— — — — (0.1)(0.1)
Other— — — — (1.1)(1.1)
Net income (loss)— 15.0 — — (64.9)(49.9)
Balance at September 30, 202171.3 $612.0 62.9 — $464.3 $1,076.3 

See accompanying notes.


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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

Nine Months Ended
Preferred Partners     September 30,
Units Capital Common Units Subordinated Units Capital 
Non-Controlling
Partners
 
Total Partners’
Capital
 20222021
Balance at December 31, 201666.5
 $564.5
 69.1
 0.4
 $1,782.0
 $192.5
 $2,539.0
Operating activitiesOperating activities
Net income (loss)Net income (loss)$18.6 $(116.0)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretionDepreciation, amortization and accretion242.3 182.6 
Amortization of debt-related deferred costs and fair value adjustmentAmortization of debt-related deferred costs and fair value adjustment1.7 5.1 
Unit-based compensation chargesUnit-based compensation charges26.8 22.8 
Loss on long-lived assets, netLoss on long-lived assets, net186.9 19.6 
Gain on acquisitionGain on acquisition(75.3)— 
Loss on modification/extinguishment of debtLoss on modification/extinguishment of debt— 6.7 
(Earnings) loss from unconsolidated affiliates, net, adjusted for cash distributions received(Earnings) loss from unconsolidated affiliates, net, adjusted for cash distributions received(0.9)137.5 
Deferred income taxesDeferred income taxes1.1 (0.4)
OtherOther— 0.2 
Changes in operating assets and liabilitiesChanges in operating assets and liabilities(123.9)114.8 
Net cash provided by operating activitiesNet cash provided by operating activities277.3 372.9 
Investing activitiesInvesting activities
Acquisitions, net of cash acquired (Note 3)
Acquisitions, net of cash acquired (Note 3)
(604.3)— 
Purchases of property, plant and equipmentPurchases of property, plant and equipment(147.3)(55.8)
Investments in unconsolidated affiliatesInvestments in unconsolidated affiliates(90.2)(10.2)
Capital distributions from unconsolidated affiliatesCapital distributions from unconsolidated affiliates9.4 648.4 
Net proceeds from sale of assetsNet proceeds from sale of assets315.2 0.5 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities(517.2)582.9 
Financing activitiesFinancing activities
Proceeds from the issuance of long-term debtProceeds from the issuance of long-term debt3,072.0 2,236.4 
Payments on long-term debtPayments on long-term debt(2,393.1)(2,695.9)
Payments on finance leasesPayments on finance leases(31.3)(2.1)
Payments for deferred financing costsPayments for deferred financing costs(1.8)(11.1)
Net proceeds from issuance of non-controlling interestNet proceeds from issuance of non-controlling interest— 1.0 
Payments for Crestwood Holdings TransactionsPayments for Crestwood Holdings Transactions— (275.6)
Purchase of common unitsPurchase of common units(123.7)— 
Distributions to partners4.8
 —
 —
 —
 (125.4) (11.4) (136.8)Distributions to partners(196.7)(125.0)
Unit-based compensation charges—
 —
 0.9
 —
 18.9
 —
 18.9
Distributions to non-controlling partnerDistributions to non-controlling partner(31.0)(29.9)
Distributions to preferred unitholdersDistributions to preferred unitholders(45.0)(45.0)
Taxes paid for unit-based compensation vesting—
 —
 (0.2) —
 (5.3) —
 (5.3)Taxes paid for unit-based compensation vesting(15.8)(8.3)
Change in fair value of Suburban Propane Partners, L.P. units—
 —
 —
 —
 (0.6) —
 (0.6)
Issuance of common units—
 —
 0.4
 —
 10.6
 —
 10.6
Other—
 —
 —
 —
 (0.5) —
 (0.5)Other(0.6)— 
Net income (loss)—
 47.5
 —
 —
 (113.3) 18.8
 (47.0)
Balance at September 30, 201771.3
 $612.0
 70.2
 0.4
 $1,566.4
 $199.9
 $2,378.3
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities233.0 (955.5)
Net change in cashNet change in cash(6.9)0.3 
Cash at beginning of periodCash at beginning of period13.3 14.0 
Cash at end of periodCash at end of period$6.4 $14.3 
Supplemental schedule of noncash investing activitiesSupplemental schedule of noncash investing activities
Net change to property, plant and equipment through accounts payable and accrued expensesNet change to property, plant and equipment through accounts payable and accrued expenses$19.9 $(9.2)
See accompanying notes.


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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 Nine Months Ended
 September 30,
 2017 2016
Operating activities   
Net loss$(47.0) $(127.8)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation, amortization and accretion145.2
 177.0
Amortization of debt-related deferred costs5.4
 5.1
Unit-based compensation charges18.9
 13.4
Loss on long-lived assets, net6.3
 34.8
Goodwill impairment—
 109.7
(Gain) loss on modification/extinguishment of debt37.7
 (10.0)
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received(2.5) (3.9)
Deferred income taxes(0.7) (0.9)
Other(0.3) 0.3
Changes in operating assets and liabilities65.2
 46.8
Net cash provided by operating activities228.2
 244.5
Investing activities   
Purchases of property, plant and equipment(134.4) (79.3)
Investment in unconsolidated affiliates(46.5) (6.2)
Capital distributions from unconsolidated affiliates35.3
 9.2
Net proceeds from sale of assets1.3
 943.1
Net cash provided by (used in) investing activities(144.3) 866.8
Financing activities   
Proceeds from the issuance of long-term debt2,209.8
 1,364.0
Payments on long-term debt(2,159.2) (2,279.4)
Payments on capital leases(2.2) (1.5)
Payments for debt-related deferred costs(1.0) (3.4)
Distributions to partners(125.4) (178.4)
Distributions paid to non-controlling partners(11.4) (11.4)
Issuance of common units10.6
 —
Taxes paid for unit-based compensation vesting(5.3) (0.8)
Other—
 0.1
Net cash used in financing activities(84.1) (1,110.8)
Net change in cash(0.2) 0.5
Cash at beginning of period1.6
 0.5
Cash at end of period$1.4
 $1.0
Supplemental schedule of noncash investing and financing activities   
Net change to property, plant and equipment through accounts payable and accrued expenses$(15.4) $(9.4)
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)
September 30,
2022		December 31,
2021
(unaudited)
Assets
Current assets:
Cash$5.8 $12.9 
Accounts receivable, less allowance for doubtful accounts of $0.6 million
     at both September 30, 2022 and December 31, 2021
479.8 378.0 
Inventory159.1 156.5 
Assets from price risk management activities112.7 42.1 
Assets held for sale, net205.7 — 
Prepaid expenses and other current assets9.2 14.4 
Total current assets972.3 603.9 
Property, plant and equipment5,138.2 4,100.8 
Less: accumulated depreciation752.0 1,193.0 
Property, plant and equipment, net4,386.2 2,907.8 
Intangible assets1,420.2 1,126.1 
Less: accumulated amortization285.1 393.2 
Intangible assets, net1,135.1 732.9 
Goodwill251.3 138.6 
Operating lease right-of-use assets, net18.6 27.4 
Investments in unconsolidated affiliates121.4 155.8 
Other non-current assets8.7 4.8 
Total assets$6,893.6 $4,571.2 
Liabilities and capital
Current liabilities:
Accounts payable$386.1 $336.4 
Accrued expenses and other liabilities203.3 146.1 
Liabilities from price risk management activities36.9 114.6 
Current portion of long-term debt— 0.2 
Total current liabilities626.3 597.3 
Long-term debt, less current portion3,570.0 2,052.1 
Other long-term liabilities323.6 254.1 
Deferred income taxes2.2 0.8 
Total liabilities4,522.1 2,904.3 
Commitments and contingencies (Note 9)
Interest of non-controlling partner in subsidiary434.4 434.6 
Partners’ capital1,937.1 1,232.3 
Total liabilities and capital$6,893.6 $4,571.2 

See accompanying notes.

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CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)

 September 30,
2017		 December 31,
2016
 (unaudited)  
Assets   
Current assets:   
Cash$1.1
 $1.3
Accounts receivable, less allowance for doubtful accounts of $1.2 million and $1.9 million at September 30, 2017 and December 31, 2016344.7
 289.8
Inventory92.9
 66.0
Assets from price risk management activities7.8
 6.3
Prepaid expenses and other current assets5.2
 9.7
Total current assets451.7
 373.1
Property, plant and equipment2,929.6
 2,885.5
Less: accumulated depreciation and depletion687.4
 587.1
Property, plant and equipment, net2,242.2
 2,298.4
Intangible assets883.1
 883.1
Less: accumulated amortization268.1
 230.2
Intangible assets, net615.0
 652.9
Goodwill199.0
 199.0
Investments in unconsolidated affiliates1,198.5
 1,115.4
Other assets2.6
 1.8
Total assets$4,709.0
 $4,640.6
Liabilities and partners’ capital   
Current liabilities:   
Accounts payable$310.0
 $214.5
Accrued expenses and other liabilities111.8
 87.9
Liabilities from price risk management activities52.6
 28.6
Current portion of long-term debt0.9
 1.0
Total current liabilities475.3
 332.0
Long-term debt, less current portion1,615.4
 1,522.7
Other long-term liabilities45.3
 42.0
Deferred income taxes0.7
 0.7
Commitments and contingencies (Note 10)
   
Partners’ capital2,372.4
 2,550.7
Interest of non-controlling partners in subsidiary199.9
 192.5
Total partners’ capital2,572.3
 2,743.2
Total liabilities and partners’ capital$4,709.0
 $4,640.6
(unaudited)

  Three Months EndedNine Months Ended
September 30,September 30,
 2022202120222021
Revenues:
Product revenues$1,332.8 $1,120.8 $3,938.3 $2,872.1 
Product revenues - related party (Note 15)
83.2 6.5 222.7 24.2 
Service revenues92.4 98.4 286.8 291.3 
Service revenues - related party (Note 15)
57.6 0.6 150.0 1.0 
Total revenues1,566.0 1,226.3 4,597.8 3,188.6 
Costs of product/services sold (exclusive of items shown separately below):
Product costs1,228.6 1,060.2 3,613.4 2,595.8 
Product costs - related party (Note 15)
51.3 34.8 232.9 101.3 
Service costs6.9 4.3 18.1 13.2 
Total costs of product/services sold1,286.8 1,099.3 3,864.4 2,710.3 
Operating expenses and other:
Operations and maintenance55.0 31.6 144.0 90.2 
General and administrative32.3 24.4 99.0 61.3 
Depreciation, amortization and accretion86.8 68.2 248.0 193.2 
Loss on long-lived assets, net247.6 18.5 311.9 19.6 
Gain on acquisition(75.3)— (75.3)— 
346.4 142.7 727.6 364.3 
Operating income (loss)(67.2)(15.7)5.8 114.0 
Earnings (loss) from unconsolidated affiliates, net3.2 4.9 12.2 (125.9)
Interest and debt expense, net(47.6)(30.9)(123.8)(102.0)
Loss on modification/extinguishment of debt— — — (6.7)
Loss before income taxes(111.6)(41.7)(105.8)(120.6)
Provision for income taxes(1.4)(0.1)(1.6)(0.1)
Net loss(113.0)(41.8)(107.4)(120.7)
Net income attributable to non-controlling partner10.3 10.3 30.8 30.7 
Net loss attributable to Crestwood Midstream Partners LP$(123.3)$(52.1)$(138.2)$(151.4)


See accompanying notes.



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CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
Total Partners’ Capital
Balance at December 31, 2021$1,232.3 
Non-cash contribution from partner (Note 11)
1,075.1 
Cash contribution from partner (Note 11)
14.9 
Distributions to partners(238.1)
Unit-based compensation charges13.0 
Taxes paid for unit-based compensation vesting(14.9)
Other0.1 
Net income10.0 
Balance at March 31, 20222,092.4 
Distributions to partners(81.6)
Unit-based compensation charges8.6 
Taxes paid for unit-based compensation vesting(0.7)
Net loss(24.9)
Balance at June 30, 20221,993.8 
Non-cash contribution from partner (Note 11)
127.3 
Cash contribution from partner (Note 11)
149.4 
Distributions to partners(217.9)
Unit-based compensation charges8.0 
Taxes paid for unit-based compensation vesting(0.2)
Net loss(123.3)
Balance at September 30, 2022$1,937.1 
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
(unaudited)
  Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Revenues:       
Product revenues:       
Gathering and processing$353.3
 $206.1
 $971.7
 $567.7
Marketing, supply and logistics502.0
 271.3
 1,353.7
 735.2
 855.3
 477.4
 2,325.4
 1,302.9
Service revenues:       
Gathering and processing80.6
 72.5
 235.0
 217.9
Storage and transportation6.2
 18.3
 24.7
 131.5
Marketing, supply and logistics13.0
 18.7
 47.5
 71.1
Related party (Note 11)
0.5
 0.7
 1.4
 2.1
 100.3
 110.2
 308.6
 422.6
Total revenues955.6
 587.6
 2,634.0
 1,725.5
        
Costs of product/services sold (exclusive of items shown separately below):       
Product costs:       
Gathering and processing374.9
 221.1
 1,038.1
 618.4
Marketing, supply and logistics468.4
 229.1
 1,185.6
 605.1
Related party (Note 11)
3.7
 5.0
 11.8
 13.7
 847.0
 455.2
 2,235.5
 1,237.2
Service costs:       
Gathering and processing—
 —
 —
 0.1
Storage and transportation0.2
 0.1
 0.3
 4.9
Marketing, supply and logistics11.3
 11.4
 35.8
 37.9
 11.5
 11.5
 36.1
 42.9
Total costs of product/services sold858.5
 466.7
 2,271.6
 1,280.1
        
Expenses:       
Operations and maintenance35.5
 33.6
 103.4
 116.7
General and administrative21.4
 17.3
 69.0
 67.5
Depreciation, amortization and accretion50.9
 53.2
 153.5
 185.2
 107.8
 104.1
 325.9
 369.4
Other operating expenses:       
Loss on long-lived assets, net(6.3) (2.1) (6.3) (34.8)
Goodwill impairment—
 —
 —
 (109.7)
Operating income (loss)(17.0) 14.7
 30.2
 (68.5)

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CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions)
(unaudited)
  Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Earnings from unconsolidated affiliates, net11.5
 13.4
 29.2
 26.1
Interest and debt expense, net(24.2) (27.5) (74.8) (97.9)
Gain (loss) on modification/extinguishment of debt—
 —
 (37.7) 10.0
Income (loss) before income taxes(29.7) 0.6
 (53.1) (130.3)
Provision for income taxes(0.1) —
 —
 —
Net income (loss)(29.8) 0.6
 (53.1) (130.3)
Net income attributable to non-controlling partners6.4
 6.1
 18.8
 18.0
Net loss attributable to Crestwood Midstream Partners LP$(36.2) $(5.5) $(71.9) $(148.3)

Total Partners’ Capital
Balance at December 31, 2020$1,805.1 
Distributions to partners(334.0)
Unit-based compensation charges2.3 
Taxes paid for unit-based compensation vesting(8.1)
Other(0.1)
Net loss(50.5)
Balance at March 31, 20211,414.7 
Distributions to partners(61.4)
Unit-based compensation charges7.6 
Taxes paid for unit-based compensation vesting(0.1)
Net loss(48.8)
Balance at June 30, 20211,312.0 
Distributions to partners(55.9)
Unit-based compensation charges9.6 
Taxes paid for unit-based compensation vesting(0.1)
Net loss(52.1)
Balance at September 30, 2021$1,213.5 
See accompanying notes.

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CRESTWOOD MIDSTREAM PARTNERS LP
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)

  Partners Non-Controlling Partners 
Total Partners’
Capital
Balance at December 31, 2016 $2,550.7
 $192.5
 $2,743.2
Distributions to partners (119.5) (11.4) (130.9)
Unit-based compensation charges 18.9
 —
 18.9
Taxes paid for unit-based compensation vesting (5.3) —
 (5.3)
Other (0.5) —
 (0.5)
Net income (loss) (71.9) 18.8
 (53.1)
Balance at September 30, 2017 $2,372.4
 $199.9
 $2,572.3
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)
Nine Months Ended
 September 30,
 20222021
Operating activities
Net loss$(107.4)$(120.7)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion248.0 193.2 
Amortization of debt-related deferred costs and fair value adjustment1.7 5.1 
Unit-based compensation charges26.8 22.8 
Loss on long-lived assets, net311.9 19.6 
Gain on acquisition(75.3)— 
Loss on modification/extinguishment of debt— 6.7 
(Earnings) loss from unconsolidated affiliates, net, adjusted for cash distributions received(0.9)137.5 
Deferred income taxes1.2 — 
Other— 0.2 
Changes in operating assets and liabilities(123.9)114.1 
Net cash provided by operating activities282.1 378.5 
Investing activities
Acquisition, net of cash acquired (Note 3)
(602.7)— 
Purchases of property, plant and equipment(146.6)(55.8)
Investments in unconsolidated affiliates(90.2)(10.2)
Capital distributions from unconsolidated affiliates9.4 648.4 
Net proceeds from sale of assets315.2 0.5 
Net cash provided by (used in) investing activities(514.9)582.9 
Financing activities
Proceeds from the issuance of long-term debt3,072.0 2,236.4 
Payments on long-term debt(2,393.1)(2,695.9)
Payments on finance leases(31.3)(2.1)
Payments for deferred financing costs(1.8)(11.1)
Net proceeds from issuance of non-controlling interest— 1.0 
Contributions from partner164.3 — 
Distributions to partners(537.6)(451.3)
Distributions to non-controlling partner(31.0)(29.9)
Taxes paid for unit-based compensation vesting(15.8)(8.3)
Net cash provided by (used in) financing activities225.7 (961.2)
Net change in cash(7.1)0.2 
Cash at beginning of period12.9 13.7 
Cash at end of period$5.8 $13.9 
Supplemental schedule of non-cash investing activities
Net change to property, plant and equipment through accounts payable and accrued expenses$19.9 $(9.2)

See accompanying notes.



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CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

 Nine Months Ended
 September 30,
 2017 2016
Operating activities   
Net loss$(53.1) $(130.3)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation, amortization and accretion153.5
 185.2
Amortization of debt-related deferred costs5.4
 5.1
Unit-based compensation charges18.9
 13.4
Goodwill impairment—
 109.7
Loss on long-lived assets6.3
 34.8
(Gain) loss on modification/extinguishment of debt37.7
 (10.0)
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received(2.5) (3.9)
Deferred income taxes0.1
 0.2
Other(0.3) 0.3
Changes in operating assets and liabilities66.9
 46.3
Net cash provided by operating activities232.9
 250.8
Investing activities   
Purchases of property, plant and equipment(134.4) (79.3)
Investment in unconsolidated affiliates(46.5) (6.2)
Capital distributions from unconsolidated affiliates35.3
 9.2
Net proceeds from sale of assets1.3
 943.1
Net cash provided by (used in) investing activities(144.3) 866.8
Financing activities   
Proceeds from the issuance of long-term debt2,209.8
 1,364.0
Payments on long-term debt(2,159.2) (2,279.2)
Payments on capital leases(2.2) (1.5)
Payments for debt-related deferred costs(1.0) (3.4)
Distributions to partners(130.9) (196.4)
Taxes paid for unit-based compensation vesting(5.3) (0.8)
Other—
 0.1
Net cash used in financing activities(88.8) (1,117.2)
Net change in cash(0.2) 0.4
Cash at beginning of period1.3
 0.1
Cash at end of period$1.1
 $0.5
Supplemental schedule of non-cash investing and financing activities   
Net change to property, plant and equipment through accounts payable and accrued expenses$(15.4) $(9.4)




See accompanying notes.

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CRESTWOOD EQUITY PARTNERS LP
CRESTWOOD MIDSTREAM PARTNERS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Note 1 – Organization and Business Description

Organization


The accompanying notes to the consolidated financial statements apply to Crestwood Equity Partners LP (Crestwood Equity or CEQP) and Crestwood Midstream Partners LP (Crestwood Midstream or CMLP), unless otherwise indicated.

The accompanying consolidated financial statements and related notes should be read in conjunction with our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 25, 2022. The financial information as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, is unaudited. The consolidated balance sheets as of December 31, 2021 were derived from the audited balance sheets filed in our 2021 Annual Report on Form 10-K.

References in this report to “we,” “us,” “our,” “ours,” “our company,Company,” the “partnership,“Partnership,” the “Company,” "Crestwood“Crestwood Equity,"” “CEQP,” and similar terms refer to either Crestwood Equity Partners LP itself or Crestwood Equity Partners LP and its consolidated subsidiaries, as the context requires. Unless otherwise indicated, references to "Crestwood Midstream"“Crestwood Midstream” and "CMLP"“CMLP” refer to either Crestwood Midstream Partners LP itself or Crestwood Midstream Partners LP and its consolidated subsidiaries.subsidiaries, as the context requires.


The accompanying consolidated financial statements and related notes should be read in conjunction with our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 27, 2017. The financial information as of September 30, 2017, and for the three and nine months ended September 30, 2017 and 2016, is unaudited. The consolidated balance sheets as of December 31, 2016, were derived from the audited balance sheets filed in our 2016 Annual Report on Form 10-K.Organization


Business Description

Crestwood Equity Partners LP. CEQP is a publicly-traded (NYSE: CEQP) Delaware limited partnership thatformed in March 2001. Crestwood Equity GP LLC (Crestwood Equity GP), our wholly-owned subsidiary, owns our non-economic general partnership interest.

Crestwood Midstream Partners LP. Crestwood Equity owns a 99.9% limited partnership interest in Crestwood Midstream and Crestwood Gas Services GP LLC (CGS GP), a wholly-owned subsidiary of Crestwood Equity, owns a 0.1% limited partnership interest in Crestwood Midstream. Crestwood Midstream GP LLC, a wholly-owned subsidiary of Crestwood Equity, owns the non-economic general partnership interest of Crestwood Midstream.

Business Description

Crestwood Equity develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. We provide broad-ranging infrastructure solutions across the value chain to service premier liquids-rich natural gas and crude oil shale plays across the United States. We own and operate a diversified portfolio of natural gas liquids (NGLs), crude oil, and natural gas and produced water gathering, processing, storage, disposal and transportation assets andthat connect fundamental energy supply with energy demand across North America.the United States. Crestwood Equity is a holding company and all of its consolidated operating assets are owned by or through its wholly-owned subsidiary, Crestwood Midstream, a Delaware limited partnership.Midstream.



See Note 13 for information regarding our operating and reporting segments.


Note 2 – Basis of Presentation and Summary of Significant Accounting Policies


Basis of Presentation


Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all intercompany accounts and transactions. In management’s opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.


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Significant Accounting Policies


There were no material changes in our significant accounting policies from those described in our 20162021 Annual Report on Form 10-K. Below is an update


Note 3 – Acquisitions and Divestitures

Acquisitions

During the nine months ended September 30, 2022, we completed several acquisitions which are further described below. We accounted for each of ourthese acquisitions as business combinations using the acquisition method of accounting. In addition, the purchase accounting policies related to Goodwill and Unit-Based Compensation, and a descriptionfor each of Crestwood Equity's Long Term Incentive Plan.

Goodwill. The goodwill impairments recorded duringthese acquisitions reflects the first quarteradoption of 2016 primarily resulted from increasing the discount rates utilized in determining the fair value of the reporting units considering the significant, sustained decrease in the market price of our common units and the continued decrease in commodity prices and its impact on the midstream industry and our customers during that period. We utilized the income approach to determine the fair value of our reporting units given the limited availability of comparable market-based transactions as of March 31, 2016, and we utilized discount rates ranging from 10% to 19% in applying the income approach to determine the fair value of our reporting units with goodwill as of March 31, 2016.




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The following table summarizes goodwill impairments of certain of our reporting units recordedAccounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805) during the nine months ended September 30, 2016 (2022.

Oasis Merger

On October 25, 2021, we entered into a merger agreement to acquire Oasis Midstream Partners LP (Oasis Midstream) in millions):an equity and cash transaction (the Oasis Merger). Oasis Midstream is a master limited partnership which operates a diversified portfolio of midstream assets located in the Williston and Delaware Basins and its operations include natural gas services (gathering, compression, processing and gas lift supply), crude oil services (gathering, terminalling and transportation), and water services (gathering and disposal of produced and flowback water and freshwater distribution).


Gathering and Processing 
Marcellus$8.6
Storage and Transportation 
COLT13.7
Marketing, Supply and Logistics 
Supply and Logistics65.5
Storage and Terminals14.1
Trucking7.8
Total$109.7

Unit-Based Compensation. Effective JanuaryOn February 1, 2017,2022, we adoptedcompleted the provisions of Accounting Standards Update (ASU) 2016-09, Compensation - Stock Compensation (Topic 718): Improvementsmerger with Oasis Midstream, which was valued at approximately $1.8 billion. Pursuant to Employee Share-Based Payment Accounting, which simplifies several aspectsthe merger agreement, Oasis Petroleum Inc. (Oasis Petroleum) received $150 million in cash plus approximately 20.9 million newly issued CEQP common units in exchange for its 33.8 million common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately 12.9 million newly issued CEQP common units in exchange for the approximately 14.8 million Oasis Midstream common units held by them. Additionally, under the merger agreement Oasis Petroleum received a $10 million cash payment in exchange for its ownership of the accountinggeneral partner of Oasis Midstream.

The fair value of the assets acquired and liabilities assumed were determined primarily utilizing market related information and other projections on the performance of the assets acquired, including an analysis of discounted cash flows at a discount rate of approximately 12%. Certain fair values are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm. We estimated the fair value of the senior notes assumed based on quoted market prices for share-based payment award transactions, includingsimilar issuances which are considered Level 2 fair value measurements.


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The following table summarizes the classificationfinal valuation of awards as either equity orthe assets acquired and liabilities assumed at the acquisition date (in millions):

Cash$14.9 
Other current assets63.2 
Property, plant and equipment1,264.4 
Intangible assets464.0 
   Total assets acquired1,806.5 
Current liabilities48.2 
Long-term debt(1)
698.7 
Other long-term liabilities(2)
25.8 
   Total liabilities assumed772.7 
Net assets acquired excluding goodwill1,033.8 
Goodwill56.2 
Net assets acquired$1,090.0 

(1)    Consists of approximately $218 million outstanding borrowings under the Oasis Midstream credit facility, which was immediately repaid upon the closing of the Oasis Merger and approximately $450 million of unsecured senior notes and the presentation onrelated fair value adjustment of approximately $30.7 million. For a further discussion of the statementlong-term debt assumed in conjunction with the Oasis Merger, see Note 8.
(2)    Consists primarily of cash flows. liabilities for asset retirement obligations of approximately $16.1 million.

The adoptionidentifiable intangible assets primarily consist of this accounting standard did not havecustomer relationships with Oasis Petroleum and other customers with a material impact onweighted-average remaining life of 20 years. The goodwill recognized relates primarily to the anticipated operating synergies between the assets acquired and our existing operations. We reflected approximately $48.8 million of goodwill in our gathering and processing north segment and approximately $7.4 million in our gathering and processing south segment.

The financial results of Oasis Midstream’s Williston Basin operations are included in our gathering and processing north segment and Oasis Midstream’s Delaware Basin operations are included in our gathering and processing south segment from the date of acquisition. During the nine months ended September 30, 2022, we recognized approximately $20.1 million of transaction costs related to the Oasis Merger, which are included in general and administrative expenses in our consolidated financial statements.

Crestwood Equity Long Term Incentive Plan. Asstatements of September 30, 2017, Crestwood Equity had 404,847 performance units outstanding under the Crestwood Equity Partners LP Long Term Incentive Plan (Crestwood LTIP) that were issued in 2017. The performance units are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance units is subject to the attainment of certain performance and market goals over a three-year period, and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. As of September 30, 2017, we had total unamortized compensation expense of approximately $7.6 million related to these performance units, which we expect will be amortized during the next three years. We recognized compensation expense of approximately $0.9 million and $2.9 million under the Crestwood LTIP related to these performance units duringoperations. During the three and nine months ended September 30, 2017,2022, we recognized approximately $110.8 million and $275.1 million of revenues and $37.7 million and $94.0 million of net income related to Oasis Midstream’s operations.

Sendero Acquisition

On July 11, 2022, we acquired Sendero Midstream Partners, LP (Sendero), a privately-held midstream company, for cash consideration of approximately $631.2 million (Sendero Acquisition). Sendero’s assets are located in Eddy County, New Mexico and its operations include natural gas gathering, compression and processing services.

The purchase price has been allocated to the assets acquired and liabilities assumed based on preliminary fair values. Certain preliminary fair values are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm. The preliminary fair values were estimated primarily utilizing market related information and other projections on the performance of the assets acquired, including an analysis of discounted cash flows at a discount rate of approximately 13%. The preliminary fair values of property, plant and equipment, intangible assets and liabilities and goodwill are subject to change pending a final determination of the fair values as more information is received about their respective values. We expect to finalize the purchase price allocation for the Sendero Acquisition in 2022.

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The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Cash$28.5 
Other current assets77.9 
Property, plant and equipment440.2 
Intangible assets138.9 
Other non-current assets0.2 
   Total assets acquired685.7 
Current liabilities64.1 
Long-term liabilities(1)
17.8 
   Total liabilities assumed81.9 
Net assets acquired excluding goodwill603.8 
Goodwill27.4 
Total purchase price$631.2 

(1)    Includes intangible liabilities of approximately $14.0 million which isare further described below.

The identifiable intangible assets primarily consist of customer relationships with a weighted-average remaining life of 20 years and the identifiable intangible liabilities primarily consist of revenue contracts with a remaining life of eight years. The goodwill recognized relates primarily to the anticipated operating synergies between the assets acquired and our existing operations.

The financial results of Sendero are included in our gathering and processing south segment from the date of acquisition. During the three and nine months ended September 30, 2022, we recognized approximately $8.4 million and $9.3 million of transaction costs related to the Sendero Acquisition, which are included in general and administrative expenses onin our consolidated statements of operations.

New Accounting Pronouncements Issued But Not Yet Adopted

As of During both the three and nine months ended September 30, 2017,2022, we recognized approximately $159.0 million of revenues and $18.1 million of net income related to Sendero’s operations.

CPJV Acquisition

On July 11, 2022, we acquired First Reserve Management, L.P.’s (First Reserve) 50% equity interest in Crestwood Permian Basin Holdings LLC (Crestwood Permian) in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units (CPJV Acquisition). Prior to the following accounting standards had not yet been adopted by us:

In May 2014,CPJV Acquisition, we owned a 50% equity interest in Crestwood Permian, which we accounted for under the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, which outlinesequity method of accounting. As a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. We anticipate utilizing the modified retrospective method to adopt the provisionsresult of this standard effective January 1, 2018transaction, we control and are currently applying the provisionsown 100% of the standardequity interests in Crestwood Permian.

The purchase price has been allocated to our aggregated listingthe assets acquired and liabilities assumed based on preliminary fair values. Certain preliminary fair values are Level 3 fair value measurements and were developed by management with the assistance of gatheringa third-party valuation firm. The preliminary fair values were estimated primarily utilizing market related information and processing, storage and transportation, and marketing, supply and logistics revenue contracts that involve revenue generating activities that occur after January 1, 2018. We are also inother projections on the process of implementing appropriate changes to our processes, systems and controls to support the accounting and disclosure requirementsperformance of the new standard. We are currently evaluating the impact that this standard will have on our consolidated financial statements, and currently believe that the standard will require us to begin classifying certain capital expenditure reimbursements received from our customers as deferred revenue rather than as reductionsassets acquired, including an analysis of discounted cash flows at a discount rate of approximately 15%. The preliminary fair values of property, plant and equipment, intangible assets and liabilities, goodwill and an investment in an unconsolidated affiliate are subject to change pending a final determination of the fair values as more information is received about their respective values. We expect to finalize the purchase price allocation for the CPJV Acquisition in 2022.

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The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Cash$149.4 
Other current assets83.3 
Property, plant and equipment453.4 
Intangible assets16.5 
Investment in unconsolidated affiliate78.6 
Goodwill29.1 
Other non-current assets4.9 
   Total assets acquired815.2 
Current liabilities80.4 
Long-term debt140.2 
Other long-term liabilities(1)
47.9 
   Total liabilities assumed268.5 
Estimated fair value of 100% of interest in Crestwood Permian546.7 
Less:
   Elimination of equity interest in Crestwood Permian194.7 
   Gain on acquisition of Crestwood Permian75.3 
Total purchase price$276.7 

(1)    Includes intangible liabilities of approximately $38.9 million which are further described below.

The identifiable intangible assets primarily consist of customer relationships with a weighted-average remaining life of 20 years and the identifiable intangible liabilities primarily consist of revenue contracts with a remaining life of 10 years. The goodwill recognized relates primarily to the anticipated operating synergies between the assets acquired and our existing operations. As shown in the table above, the fair value of the assets acquired and liabilities assumed in the CPJV Acquisition exceeded the sum of the cash consideration paid, the fair value of the common units issued and the historical book value of our 50% equity interest in Crestwood Permian (which was remeasured at fair value and derecognized) and, as a result, we recognized a gain of approximately $75.3 million, which is included in gain on acquisition in our consolidated statements of operations.

The consolidated financial statements.  We currently anticipate that approximately $60 million to $70 millionresults of these net reimbursements will be reclassified to net deferred revenue on January 1, 2018, which would resultCrestwood Permian are included in a $15 million to $25 million cumulative effect of accounting change being recorded as an increase to partners' capital on January 1, 2018.  In addition, we currently believe that the standard will require us to begin classifying service revenues on certain of our gathering and processing contractssouth segment from the date of acquisition. During the three and nine months ended September 30, 2022, we recognized approximately $0.1 million and $0.3 million of transaction costs related to the CPJV Acquisition, which are included in general and administrative expenses in our consolidated statements of operations. During both the three and nine months ended September 30, 2022, we recognized approximately $157.0 million of revenues and $8.4 million of net income related to Crestwood Permian’s operations.

The tables below present selected unaudited pro forma information as reductions of costs of product sold prospectively beginningif the acquisitions described above had occurred on January 1, 2018.  We continue2021 (in millions). The pro forma information is not necessarily indicative of the financial results that would have occurred if the acquisitions had been completed as of the date indicated. The pro forma amounts were calculated after applying our accounting policies and adjusting the results to evaluatereflect the impactdepreciation, amortization and accretion expense that this standard willwould have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and liabilities had been made at the beginning of the reporting period. The pro forma net income (loss) also includes the net effects of interest expense on incremental borrowings, repayments of long-term debt and amortization of the fair value adjustment to long-term debt.

Our consolidated statements of operations for the three and nine months ended September 30, 2022 reflect the results of the Sendero and Crestwood Permian for the period from July 11, 2022 to September 30, 2022. The historical results for Sendero and Crestwood Permian for the period from July 1, 2022 to July 10, 2022 were not material and as a result, the tables below do not reflect selected unaudited pro forma information for the three months ended September 30, 2022.

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Crestwood Equity

Three Months Ended September 30,Nine Months Ended September 30,
202120222021
Revenues$1,398.3 $4,832.0 $3,626.1 
Net income (loss)$(23.6)$45.1 $(65.1)
Net loss per limited partner unit:
     Basic and Diluted$(0.45)$(0.28)$(1.26)

Crestwood Midstream

Three Months Ended September 30,Nine Months Ended September 30,
202120222021
Revenues$1,398.3 $4,832.0 $3,626.1 
Net loss$(25.8)$(156.2)$(69.8)

Divestitures

Barnett

On July 1, 2022, we sold our assets in the Barnett Shale to EnLink Midstream, LLC (EnLink) for approximately $290 million, including working capital adjustments. During the nine months ended September 30, 2022, Crestwood Midstream recorded a loss on the sale of approximately $53 million, which is included in loss on long-lived assets, net on its consolidated statement of operations. Crestwood Equity’s historical carrying value of the property, plant and equipment related to the Barnett Shale assets was less than the sales proceeds due to historical impairments previously recorded on the property, plant and equipment by Crestwood Equity and as a result, during the three months ended September 30, 2022, Crestwood Equity recorded a gain on the sale of approximately $72 million, which is included in gain (loss) on long-lived assets, net on its consolidated statement of operations. The sale of the Barnett assets resulted in a decrease of approximately $346.9 million and $221.9 million of property, plant and equipment, net at CMLP and CEQP, respectively, and a decrease of approximately $18.9 million in asset retirement obligations at both CMLP and CEQP. For a further description of our assets in the Barnett Shale, which were previously included in our gathering and processing south segment, see our 2021 Annual Report on Form 10-K.

Marcellus

On October 25, 2022, we sold our assets in the Marcellus Shale for approximately $206 million. As a result of the sale, we reflected these assets as current assets held for sale, net, on our consolidated financial statements, especially as it relatesbalance sheets at September 30, 2022, and recorded a loss on long-lived assets of approximately $248.2 million during the three months ended September 30, 2022 for the difference between the historical carrying value of the net assets and liabilities to non-cash considerationbe sold and the proceeds received underfrom the sale. The current assets held for sale, net, were recorded at fair value based on the sales proceeds, which is a Level 3 fair value measurement, and consist primarily of property, plant and equipment and intangible assets.

During the three months ended September 30, 2021, we recorded a loss on long-lived assets of approximately $19 million related to the abandonment and dismantlement of certain of our Marcellus West Union compressor station assets, which were located in West Virginia and provided compression and dehydration services to our customers. For a further description of our assets in the Marcellus Shale, which are included in our gathering and processing storage and transportation contracts.south segment, see our 2021 Annual Report on Form 10-K.



Other


During the nine months ended September 30, 2022, we recorded a loss on long-lived assets of approximately $7.0 million related to the anticipated sale of parts inventory related to our legacy Granite Wash operations.


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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which revises the accounting for leases by requiring certain leases to be recognized as assets and liabilities on the balance sheet, and requiring companies to disclose additional information about their leasing arrangements. We expect to adopt the provisions of this standard effective January 1, 2019 and are currently evaluating the impact that this standard will have on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We expect to adopt the provisions of this standard effective January 1, 2018 and are currently evaluating the impact that this standard may have on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which changes the annual quantitative goodwill impairment test to eliminate the current two step method and replace it with a single test to determine if goodwill is impaired and the amount of any impairment. We are required to adopt the provisions of this standard by January 1, 2020 and are currently evaluating the impact that this standard may have on our consolidated financial statements.


Note 34 – Certain Balance Sheet Information


Accrued Expenses and Other Liabilities


Accrued expenses and other liabilities consisted of the following (in millions):

September 30,December 31,
20222021
CMLP
Accrued expenses$71.9 $66.3 
Accrued property taxes8.5 4.4 
Income tax payable0.7 0.4 
Interest payable56.6 30.6 
Accrued additions to property, plant and equipment42.6 17.4 
Operating leases8.2 13.2 
Finance leases2.2 1.7 
Contract liabilities12.2 10.7 
Asset retirement obligations0.4 1.4 
Total CMLP accrued expenses and other liabilities$203.3 $146.1 
CEQP
Accrued expenses1.1 0.9 
Income tax payable0.1 0.1 
Total CEQP accrued expenses and other liabilities$204.5 $147.1 
Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in millions):
September 30,December 31,
20222021
CMLP
Contract liabilities$209.1 $187.1 
Intangible liabilities51.7 — 
Asset retirement obligations33.9 34.8 
Operating leases14.5 19.4 
Other14.4 12.8 
Total CMLP other long-term liabilities$323.6 $254.1 
CEQP
Other2.1 4.6 
Total CEQP other long-term liabilities$325.7 $258.7 

19
 CEQP CMLP
 September 30, December 31, September 30, December 31,
 2017 2016 2017 2016
Accrued expenses$40.6
 $46.9
 $39.9
 $45.5
Accrued property taxes6.3
 4.2
 6.3
 4.2
Accrued natural gas purchases0.7
 4.9
 0.7
 4.9
Tax payable—
 1.2
 —
 —
Interest payable39.7
 22.8
 39.7
 22.8
Accrued additions to property, plant and equipment16.6
 1.7
 16.6
 1.7
Capital leases1.1
 1.3
 1.1
 1.3
Deferred revenue7.5
 7.5
 7.5
 7.5
Total accrued expenses and other liabilities$112.5
 $90.5
 $111.8
 $87.9
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Note 45 - Investments in Unconsolidated Affiliates


Net Investments and Earnings (Loss) of Unconsolidated Affiliates

Our net investments in and earnings (loss) from our unconsolidated affiliates are as follows (in millions):
InvestmentEarnings (Loss) from
Unconsolidated Affiliates		Earnings (Loss) from
Unconsolidated Affiliates
Three Months EndedNine Months Ended
September 30,December 31,September 30,September 30,
202220212022202120222021
Crestwood Permian Basin Holdings LLC(1)
$— $116.1 $1.3 $4.2 $8.7 $4.4 
Crestwood Permian Basin LLC(2)
77.1 — 0.7 — 0.7 — 
Tres Palacios Holdings LLC(3)
41.2 36.2 1.3 (0.1)3.2 9.1 
Powder River Basin Industrial Complex, LLC(4)
3.1 3.5 (0.1)(0.1)(0.4)— 
Stagecoach Gas Services LLC(5)
— — — 0.9 — (139.4)
Total$121.4 $155.8 $3.2 $4.9 $12.2 $(125.9)

(1)On July 11, 2022, we acquired the remaining 50% equity interest in Crestwood Permian Basin Holdings LLC

In October 2016, Crestwood Infrastructure, our wholly-owned subsidiary, and an affiliate of First Reserve formedas a joint venture, Crestwood Permian Basin Holdings LLC (Crestwood Permian), to fundresult, we control and own the Nautilus gathering system (described below) and other potential investments in the Delaware Permian. As part of this transaction, we transferred to the Crestwood Permian joint venture 100% of the equity interests in Crestwood Permian. As a result of this transaction, we eliminated our historical equity investment in Crestwood Permian of approximately $194.7 million as of July 11, 2022 and began consolidating Crestwood Permian’s operations. Our Crestwood Permian investment was previously included in our gathering and processing south segment. See Note 3 for a further discussion of this acquisition.
(2)As described above, on July 11, 2022, we acquired the remaining 50% equity interest in Crestwood Permian, which owns a 50% equity interest in Crestwood Permian Basin LLC (Crestwood Permian Basin), which owns the Nautilus gathering system. We manage and account for our 50% ownership interest in Crestwood Permian, which is a VIE, under the equity method of accounting as we exercise significant influence, but do not control Crestwood Permian and we are not its primary beneficiary due to First Reserve’s rights to exercise control over the entity.

Crestwood Permian Basin has a long-term agreement with SWEPI LP (SWEPI). Shell Midstream Partners L.P., a subsidiary of Royal Dutch Shell plc, to construct, own and operate a natural gas gathering system (the Nautilus gathering system) in SWEPI’s operated position inowns the Delaware Permian. SWEPI has dedicated to Crestwood Permian Basin approximately 100,000 acres and gathering rights for SWEPI’s gas production across a large acreage position in Loving, Reeves and Ward Counties, Texas. The Nautilus gathering system is designed to include 194 miles of low pressure gathering lines, 36 miles of high pressure trunklines and centralized compression facilities, which are expandable over time as production increases, providing gas gathering capacity of

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approximately 250 MMcf/d. The initial build-out of the Nautilus gathering system was completed on June 6, 2017 and includes 20 receipt point meters, 60 miles of pipeline, a 24-mile high pressure header system, 10,800 horsepower of compression and a high pressure delivery point. Crestwood Permian Basin provides gathering, dehydration, compression and liquids handling services to SWEPI on a fixed fee basis. In October 2017, Shell Midstream Partners L.P. (Shell Midstream), a subsidiary of Royal Dutch Shell plc, purchased aremaining 50% equity interest in Crestwood Permian Basin for approximately $37.9 million in cash.

CEQP issued a guarantee in conjunction with theBasin. Crestwood Permian Basin owns the Nautilus natural gas gathering agreement with SWEPIsystem and related assets, which are further described above, under which CEQP has agreed to fund 100%in our 2021 Annual Report on Form 10-K. As of the costs to build the Nautilus gathering system (which is currently estimated to cost $180 million, of which approximately $72.7 million has been spent through September 30, 2017) if2022, our equity in the underlying net assets of Crestwood Permian failsBasin was less than our carrying value of our investment balance by approximately $2.3 million. During the three and nine months ended September 30, 2022, we recorded amortization of less than $0.1 million related to do so. We do not believe this guaranteebasis difference, which is probable of resulting in future losses based on our assessment of the nature of the guarantee, the financial condition of the guaranteed party and the period of time that the guarantee has been outstanding, andreflected as a result, we have not recorded a liability ondecrease in our balance sheet atearnings from unconsolidated affiliates in our consolidated statements of operations. Our Crestwood Permian Basin investment is included in our gathering and processing south segment.
(3)As of September 30, 20172022, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded the carrying value of our investment balance by approximately $20.6 million. During both the three and December 31, 2016.nine months ended September 30, 2022 and 2021, we recorded amortization of approximately $0.3 million and $0.9 million, respectively, related to this excess basis, which is reflected as an increase in our earnings from unconsolidated affiliates in our consolidated statements of operations. Our Tres Holdings investment is included in our storage and logistics segment.

(4)As of September 30, 2022, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) approximates the carrying value of our investment balance. Our PRBIC investment is included in our storage and logistics segment.
On June 21, 2017,(5)In 2021, we contributed to Crestwood Permian 100% of theand Con Edison Gas Pipeline and Storage Northeast, LLC each sold our 50% equity interest of Crestwood New Mexico Pipeline LLC (Crestwood New Mexico),in our wholly-owned subsidiary that owns our Delaware Basin assets located in Eddy County, New Mexico. This contribution was treated as a transaction between entities under common control (because of our relationship with First Reserve), and accordingly we deconsolidated Crestwood New Mexico and our investment in Crestwood Permian was increased by the historical book value of these assets of approximately $69.4 million. In conjunction with this contribution, First Reserve has agreed to contribute to Crestwood Permian the first $151 million of capital cost required to fund the expansion of the Delaware Basin assets, which includes a new processing plant located in Orla, Texas and associated pipelines (Orla processing plant).

Pursuant to Crestwood Permian's limited liability company agreement, we will receive 100% of Crestwood New Mexico's available cash (as defined in the limited liability company agreement) until the earlier of the Orla processing plant in-service date or June 30, 2018, at which time the distributions will be based on the members respective ownership percentages. Because our ownership and distribution percentages will differ during this period, equity earnings from Crestwood Permian is determined using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that we would receive if Crestwood Permian were to liquidate all of its assets, as valued in accordance with GAAP, and distribute that cash to the members. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is our share of the earnings or losses from the equity investment for the period, which approximates how earnings are allocated under the terms of the limited liability company agreement.

Stagecoach Gas Services LLC. In June 2016, we contributed to Stagecoach Gas Services LLC (Stagecoach Gas) equity investment to a subsidiary of Kinder Morgan, Inc. During the entities owningnine months ended September 30, 2021, we recorded a $155.4 million reduction in our equity earnings from unconsolidated affiliates related to losses recorded by us and our Stagecoach Gas equity investment associated with the Northeastsale, which also eliminated our $51.3 million historical basis difference between our investment balance and the equity in the underlying net assets of Stagecoach Gas. In addition, our earnings from unconsolidated affiliates during the nine months ended September 30, 2021, were also reduced by our proportionate share of transaction costs of approximately $3.0 million related to the sale, which were paid by us in July 2021 on behalf of Stagecoach Gas. Our Stagecoach Gas investment was previously included in our storage and transportation assets. Additionally, Con Edison Gas Pipeline Storage Northeast, LLC (CEGP), a wholly-owned subsidiary of Consolidated Edison, Inc., contributed $945 million to Stagecoach Gas in exchange for a 50% equity interest in Stagecoach Gas, and Stagecoach Gas distributed to us the cash proceeds received (net of approximately $3 million of cash transferred to the joint venture) from CEGP. Pursuant to the Stagecoach Gas limited liability company agreement, we may be required to make payments of up to $57 million to CEGP after December 31, 2020 if certain criteria are not met by Stagecoach Gas by December 31, 2020, including achieving certain performance targets on growth capital projects. We do not believe that this provision is probable of resulting in future payments to CEGP, and as a result we have not recorded a liability on our balance sheet as of September 30, 2017 and December 31, 2016.logistics segment.

We deconsolidated the Northeast storage and transportation assets as a result of this transaction discussed above and began accounting for our 50% equity interest in Stagecoach under the equity method of accounting. We recognized a loss on the deconsolidation of the Northeast storage and transportation assets of approximately $32.9 million.

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Net Investments and Earnings

Our net investments in and earnings from our unconsolidated affiliates are as follows (in millions, unless otherwise stated):
 Investment Earnings (Loss) from Unconsolidated Affiliates
 September 30, December 31, Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016 2017 2016
Stagecoach Gas Services LLC(1)
$854.3
 $871.0
 $6.4
 $6.8
 $19.0
 $9.1
Jackalope Gas Gathering Services, L.L.C.(2)
186.2
 197.2
 1.5
 5.5
 5.5
 16.5
Tres Palacios Holdings LLC(3)
34.7
 39.0
 0.3
 0.8
 1.5
 (0.7)
Powder River Basin Industrial Complex, LLC(4)
8.6
 8.7
 0.5
 0.3
 1.0
 1.2
Crestwood Permian Basin Holdings LLC(5)
114.7
 (0.5) 2.8
 —
 2.2
 —
Total$1,198.5
 $1,115.4
 $11.5
 $13.4
 $29.2
 $26.1
(1)As of September 30, 2017, our equity in the underlying net assets of Stagecoach Gas exceeded our investment balance by approximately $51.4 million. This excess amount is entirely attributable to goodwill and, as such, is not subject to amortization. Our Stagecoach Gas investment is included in our storage and transportation segment.
(2)As of September 30, 2017, our equity in the underlying net assets of Jackalope Gas Gathering Services, L.L.C. (Jackalope) exceeded our investment balance by approximately $0.8 million. We amortize this amount over 20 years, which represents the life of Jackalope’s gathering agreement with Chesapeake Energy Corporation (Chesapeake), and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Jackalope investment is included in our gathering and processing segment.
(3)As of September 30, 2017, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately $26.9 million. We amortize this amount over the life of the Tres Palacios Gas Storage LLC (Tres Palacios) sublease agreement, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Tres Holdings investment is included in our storage and transportation segment.
(4)As of September 30, 2017, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately $6.5 million. We amortize a portion of this amount over the life of PRBIC's property, plant and equipment and its agreement with Chesapeake, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. During 2015, we recorded an impairment of our PRBIC equity investment as further discussed in our 2016 Annual Report on Form 10-K. For the year ended December 31, 2016, PRBIC recorded a $41.3 million impairment of its goodwill and long-lived assets and as a result, we adjusted our excess basis in PRBIC by approximately $8.3 million to reflect our proportionate share of the fair value of PRBIC's net assets. Our PRBIC investment is included in our storage and transportation segment.
(5)As of September 30, 2017, our equity in the underlying net assets of Crestwood Permian exceeded our investment balance by approximately $22.0 million, which is entirely attributable to goodwill and, as such, is not subject to amortization. Our Crestwood Permian investment is included in our gathering and processing segment.

Summarized Financial Information of Unconsolidated Affiliates

Below is the summarized operating results for our significant unconsolidated affiliates (in millions; amounts represent 100% of
unconsolidated affiliate information):

 Three Months Ended September 30,
 2017 2016
 Operating Revenues Operating Expenses Net Income Operating Revenues Operating Expenses Net Income
Stagecoach Gas$43.1
 $20.4
 $22.7
 $42.8
 $18.4
 $24.4
Other(1)
78.3
 66.4
 11.9
 30.1
 18.4
 11.7
Total$121.4
 $86.8
 $34.6
 $72.9
 $36.8
 $36.1
(1)Includes our Jackalope, Tres Holdings, PRBIC and Crestwood Permian equity investments. We amortize the excess basis in certain of our equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Jackalope equity investment of less than $0.1 million for both the three months ended September 30, 2017 and 2016. We recorded amortization of the excess basis in our Tres Holdings equity investment of approximately $0.3 million for both the three months ended September 30, 2017 and 2016. We recorded amortization of the excess basis in our PRBIC equity investment of approximately $0.2 million and $0.4 million for the three months ended September 30, 2017 and 2016.

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 Nine Months Ended September 30,
 2017 2016
 Operating Revenues Operating Expenses Net Income Operating Revenues Operating Expenses Net Income
Stagecoach Gas$127.1
 $58.4
 $68.8
 $56.0
 $24.1
 $31.9
Other(1)
124.6
 103.7
 20.8
 90.3
 60.6
 29.6
Total$251.7
 $162.1
 $89.6
 $146.3
 $84.7
 $61.5

(1)Includes our Jackalope, Tres Holdings, PRBIC and Crestwood Permian equity investments. We amortize the excess basis in certain of our equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Jackalope equity investment of less than $0.1 million for both the nine months ended September 30, 2017 and 2016. We recorded amortization of the excess basis in our Tres Holdings equity investment of approximately $0.9 million for both the nine months ended September 30, 2017 and 2016. We recorded amortization of the excess basis in our PRBIC equity investment of approximately $0.5 million and $1.2 million for the nine months ended September 30, 2017 and 2016.


Distributions and Contributions


The following table summarizes our distributions from and contributions to our unconsolidated affiliates (in millions):
Distributions(1)
Contributions
Nine Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Crestwood Permian$13.6 $8.9 $83.5 $3.3 
Crestwood Permian Basin2.2 — — — 
Tres Holdings4.9 13.1 6.7 6.9 
PRBIC— 0.1 — — 
Stagecoach Gas— 640.9 — — 
Total$20.7 $663.0 $90.2 $10.2 
(1)    In October 2022, we received a cash distribution from Tres Holdings of approximately $3.9 million. In addition, in October 2022, we made cash contributions of approximately $0.4 million and $0.3 million to Tres Holdings and PRBIC, respectively. In July 2021, Stagecoach Gas closed on the sale of certain of its wholly-owned subsidiaries to a subsidiary of Kinder Morgan as described above and distributed to us approximately $613.9 million as our proportionate share of the gross proceeds received from the sale.
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  Distributions Contributions
  Nine Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Stagecoach Gas(1)
 $35.7
 $3.7
 $—
 $—
Jackalope 19.4
 19.9
 2.9
 0.7
Tres Holdings(1)
 5.8
 6.2
 —
 5.5
PRBIC 1.1
 1.6
 —
 —
Crestwood Permian(2) 
 —
 —
 113.0
 —
Total $62.0
 $31.4
 $115.9
 $6.2
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(1)In October 2017, we received a cash distribution from Stagecoach Gas, Tres Holdings and Crestwood Permian of approximately $11.6 million, $3.1 million and $4.5 million, respectively.
(2)On June 21, 2017, we contributed to Crestwood Permian 100% of the equity interest of Crestwood New Mexico at our historical book value of approximately $69.4 million. This contribution was treated as a non-cash transaction between entities under common control.


Note 56 – Risk Management


We are exposed to certain market risks related to our ongoing business operations. These risks include exposure to changing commodity prices. We utilize derivative instruments to manage our exposure to fluctuations in commodity prices, which is discussed below. Additional information related to our derivatives is discussed in Note 6.7.

Commodity Derivative Instruments and Price Risk Management


Risk Management Activities


We sell NGLs (such as propane, ethane, butane and heating oil), crude oil and natural gas to energy relatedenergy-related businesses and may use a variety of financial and other instruments including forward contracts involving physical delivery of NGLs, heatingcrude oil and crude oil.natural gas. We periodically enter into offsetting positions to economically hedge against the exposure our customer contracts create. Certain of these contracts and positions are derivative instruments. We do not designate any of our commodity-based derivatives as hedging instruments for accounting purposes. Our commodity-based derivatives are reflected at fair value in theour consolidated balance sheets, and changes in the fair value of these derivatives that impact the consolidated statements of operations are reflected in costs of product/services sold. DuringOur commodity-based derivatives that are settled with physical commodities are reflected as an increase to product revenues, and the three and nine months ended September 30, 2017,commodity inventory that is utilized to satisfy those physical obligations is reflected as an increase to product costs in our consolidated statements of operations. The following table summarizes the impact to our consolidated statements of operations related to our commodity-based derivatives reflected (in costs of product/services sold was a loss of $24.1 million and $22.6 million. During the three and nine months ended September 30, 2016, the impact to the statement of operations related to our commodity-based derivatives reflected in costs of product/services sold was a gain of $2.1 million and $4.1 million. millions):
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Product revenues$84.7 $129.4 $395.7 $296.9 
Gain (loss) reflected in product costs$45.0 $(53.4)$(6.3)$(94.8)

We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. This balance in the contractual portfolio significantly reduces the volatility in product costs of product/services sold related to these instruments.


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Commodity Price and Credit Risk


Notional Amounts and Terms


The notional amounts and terms of our derivative financial instruments include the following:
 September 30, 2022December 31, 2021
 Fixed Price
Payor		Fixed Price
Receiver		Fixed Price
Payor		Fixed Price
Receiver
Propane, ethane, butane, heating oil and crude oil (MMBbls)66.1 69.8 71.6 75.8 
Natural gas (Bcf)38.0 43.2 31.9 43.4 
 September 30, 2017 December 31, 2016
 
Fixed Price
Payor
 
Fixed Price
Receiver
 
Fixed Price
Payor
 
Fixed Price
Receiver
Propane, crude and heating oil (MMBbls)19.7
 22.7
 13.1
 15.1
Natural gas (MMBTU’s)0.9
 0.6
 —
 —


Notional amounts reflect the volume of transactions, but do not represent the amounts exchanged by the parties to the financial instruments. Accordingly, notional amounts do not reflect our monetary exposure to market or credit risks.

All contracts subject to price risk had a maturity of 3536 months or less; however, 87%88% of the contracted volumes will be delivered or settled within 12 months.


Credit Risk


Inherent in our contractual portfolio are certain credit risks. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. We take an active role in managing credit risk and have established control procedures, which are reviewed on an ongoing basis. We attempt to minimize credit risk exposure through credit policies and periodic monitoring procedures as well as through customer deposits, letters of credit and entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate. The counterparties associated with our price risk management activities are primarily energy marketers and propane retailers, resellers and dealers.


Certain of our derivative instruments have credit limits that require us to post collateral. The amount of collateral required to be posted is a function of the net liability position of the derivative as well as our established credit limit with the respective counterparty. If our credit rating were to change, the counterparties could require us to post additional collateral. The amount of additional collateral that would be required to be posted would vary depending on the extent of change in our credit rating as
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well as the requirements of the individual counterparty. The aggregate fair value of all commodityIn addition, we have margin requirements with a derivative instruments with credit-risk-related contingent features that were inclearing broker and a third-party broker related to our net asset or liability position at September 30, 2017 and December 31, 2016 was $30.1 million and $13.9 million. At September 30, 2017 and December 31, 2016, we posted less than $0.1 million of collateral for our commodity derivative instruments with credit-risk-related contingent features. In addition, at September 30, 2017 and December 31, 2016, we had a New York Mercantile Exchange (NYMEX) related net derivative asset position of $30.7 million and $14.3 million, for which we posted $25.2 million and $4.2 million of cash collateral in the normal course of business. At September 30, 2017 and December 31, 2016, we also received collateral of $5.7 million and $4.3 million in the normal course of business.each respective broker. All collateral amounts have been netted against the asset or liability with the respective counterparty and are reflected in our consolidated balance sheets as assets and liabilities from price risk management activities.



The following table presents the fair value of our commodity derivative instruments with credit-risk related contingent features and their associated collateral (in millions):
September 30, 2022December 31, 2021
Aggregate fair value liability of derivative instruments with credit-risk-related contingent features(1)
$15.6 $57.9 
Broker-related net derivative asset (liability) position$(24.0)$104.8 
Broker-related cash collateral posted (received)$57.4 $(76.8)
Cash collateral received, net$29.7 $11.4 
(1)At September 30, 2022 and December 31, 2021, we posted $7.2 million and $1.5 million of collateral associated with these derivatives.


Note 67 – Fair Value Measurements


The accounting standard for fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:


•Level 1—1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and US government treasury securities.


•Level 2—2 — Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various

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assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.


•Level 3—3 — Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Cash, Accounts Receivable and Accounts Payable

As of September 30, 2017 and December 31, 2016, the carrying amounts of cash, accounts receivable and accounts payable approximate fair value based on the short-term nature of these instruments.

Credit Facility

The fair value of the amounts outstanding under our CMLP credit facility approximates the carrying amounts as of September 30, 2017 and December 31, 2016, due primarily to the variable nature of the interest rate of the instrument, which is considered a Level 2 fair value measurement.

Senior Notes

We estimate the fair value of our senior notes primarily based on quoted market prices for the same or similar issuances (representing a Level 2 fair value measurement). The following table reflects the carrying value (reduced for deferred financing costs associated with the respective notes) and fair value of our senior notes (in millions):
 September 30, 2017 December 31, 2016
 
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
2020 Senior Notes$—
 $—
 $340.6
 $350.2
2022 Senior Notes$—
 $—
 $429.3
 $447.3
2023 Senior Notes$691.7
 $724.7
 $690.6
 $722.6
2025 Senior Notes$492.1
 $511.5
 $—
 $—


Financial Assets and Liabilities


As of September 30, 20172022 and December 31, 2016,2021, we held certain assets and liabilities that are required to be measured at fair value on a recurring basis, which include our derivative instruments related to heating oil, crude oil, NGLs and NGLs.natural gas. Our derivative instruments consist of forwards, swaps, futures, physical exchanges and options.


Our derivative instruments that are traded on the NYMEXNew York Mercantile Exchange have been categorized as Level 1.


Our derivative instruments also include OTC contracts, which are not traded on a public exchange. The fair values of these derivative instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. These instruments have been categorized as Level 2.


Our OTC options are valued based on the Black Scholes option pricing model that considers time value and volatility of the underlying commodity. The inputs utilized in the model are based on publicly available information as well as broker quotes. These options have been categorized as Level 2.


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Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.



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The following tables set forth by level within the fair value hierarchy, our financial instruments that were accounted for at fair value on a recurring basis at September 30, 20172022 and December 31, 20162021 (in millions):
September 30, 2022
Level 1Level 2Level 3Gross Fair Value
Contract Netting(1)
Collateral/Margin Received or PaidFair Value
Assets
Assets from price risk management$36.7 $656.3 $— $693.0 $(584.5)$4.2 $112.7 
Other investments(2)
2.4 — — 2.4 — — 2.4 
Total assets at fair value$39.1 $656.3 $— $695.4 $(584.5)$4.2 $115.1 
Liabilities
Liabilities from price risk management$49.7 $595.2 $— $644.9 $(584.5)$(23.5)$36.9 
Total liabilities at fair value$49.7 $595.2 $— $644.9 $(584.5)$(23.5)$36.9 
December 31, 2021
Level 1Level 2Level 3Gross Fair Value
Contract Netting(1)
Collateral/Margin Received or PaidFair Value
Assets
Assets from price risk management$33.3 $695.6 $— $728.9 $(607.4)$(79.4)$42.1 
Other investments(2)
2.2 — — 2.2 — — 2.2 
Total assets at fair value$35.5 $695.6 $— $731.1 $(607.4)$(79.4)$44.3 
Liabilities
Liabilities from price risk management$26.9 $686.3 $— $713.2 $(607.4)$8.8 $114.6 
Total liabilities at fair value$26.9 $686.3 $— $713.2 $(607.4)$8.8 $114.6 
 September 30, 2017  
 Fair Value of Derivatives     
 Level 1 Level 2 Level 3 Gross Fair Value 
Contract Netting(1)
 Collateral/Margin Received or Paid Recorded in Balance Sheet
Assets             
Assets from price risk management$0.9
 $127.1
 $—
 $128.0
 $(94.2) $(26.0) $7.8
Suburban Propane Partners, L.P. units(2)
3.7
 —
 —
 3.7
 —
 —
 3.7
Total assets at fair value$4.6
 $127.1
 $—
 $131.7
 $(94.2) $(26.0) $11.5
              
Liabilities             
Liabilities from price risk management$1.6
 $140.3
 $—
 $141.9
 $(94.2) $4.9
 $52.6
Total liabilities at fair value$1.6
 $140.3
 $—
 $141.9
 $(94.2) $4.9
 $52.6
              
 December 31, 2016  
 Fair Value of Derivatives     
 Level 1 Level 2 Level 3 Gross Fair Value 
Contract Netting(1)
 Collateral/Margin Received or Paid Recorded in Balance Sheet
Assets             
Assets from price risk management$0.6
 $84.4
 $—
 $85.0
 $(67.8) $(10.9) $6.3
Suburban Propane Partners, L.P. units(2)
4.3
 —
 —
 4.3
 —
 —
 4.3
Total assets at fair value$4.9
 $84.4
 $—
 $89.3
 $(67.8) $(10.9) $10.6
              
Liabilities             
Liabilities from price risk management$2.7
 $90.2
 $—
 $92.9
 $(67.8) $3.5
 $28.6
Total liabilities at fair value$2.7
 $90.2
 $—
 $92.9
 $(67.8) $3.5
 $28.6


(1)Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions as well as cash collateral held or placed with the same counterparties.
(2)Amount is reflected in other assets on CEQP's consolidated balance sheets.

(1)Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions.

(2)Amount primarily relates to our investment in Suburban Propane Partners, L.P. units which is reflected in other non-current assets on CEQP’s consolidated balance sheets.


Cash, Accounts Receivable and Accounts Payable

As of September 30, 2022 and December 31, 2021, the carrying amounts of cash, accounts receivable and accounts payable approximate fair value based on the short-term nature of these instruments.

Credit Facilities

The fair value of the amounts outstanding under our credit facilities approximates their respective carrying amounts as of September 30, 2022 and December 31, 2021, due primarily to the variable nature of the interest rates of the instruments, which is considered a Level 2 fair value measurement. See Note 8 for a further discussion of our credit facilities.

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Senior Notes

We estimate the fair value of our senior notes primarily based on quoted market prices for the same or similar issuances (representing a Level 2 fair value measurement). The following table represents the carrying amount (reduced for deferred financing costs associated with the respective notes) and fair value of our senior notes (in millions):
September 30, 2022December 31, 2021
Carrying
 Amount		Fair
Value		Carrying
 Amount		Fair
Value
2025 Senior Notes$497.3 $473.5 $496.5 $511.9 
2027 Senior Notes$595.1 $545.6 $594.2 $615.0 
February 2029 Senior Notes$691.8 $627.2 $690.8 $727.3 
April 2029 Senior Notes(1)
$477.8 $433.1 $— $— 
(1)Represents $450 million of unsecured senior notes assumed in conjunction with the merger with Oasis Midstream discussed in Note 73, and the related net fair value adjustment which is further described in Note 8.


Note 8 – Long-Term Debt


Long-term debt consisted of the following at September 30, 2017 and December 31, 2016(in millions):
September 30,
2022		December 31,
2021
CMLP Credit Facility$1,102.6 $282.0 
CPBH Credit Facility216.7 — 
2025 Senior Notes500.0 500.0 
2027 Senior Notes600.0 600.0 
February 2029 Senior Notes700.0 700.0 
April 2029 Senior Notes450.0 — 
April 2029 Senior Notes fair value adjustment, net27.8 — 
Other— 0.2 
Less: deferred financing costs, net27.1 29.9 
Total debt3,570.0 2,052.3 
Less: current portion— 0.2 
Total long-term debt, less current portion$3,570.0 $2,052.1 
 September 30,
2017		 December 31,
2016
Credit Facility$444.1
 $77.0
2020 Senior Notes—
 338.8
Fair value adjustment of 2020 Senior Notes—
 1.8
2022 Senior Notes—
 436.4
2023 Senior Notes700.0
 700.0
2025 Senior Notes500.0
 —
Other2.4
 3.7
Less: deferred financing costs, net30.2
 34.0
Total debt1,616.3
 1,523.7
Less: current portion0.9
 1.0
Total long-term debt, less current portion$1,615.4
 $1,522.7


Credit FacilityFacilities


At September 30, 2017,CMLP Credit Facility. Crestwood Midstream’s five-year $1.5 billion revolving credit facility (the CMLP Credit Facility) is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. In conjunction with the merger with Oasis Midstream had $548.7on February 1, 2022, we borrowed amounts under the CMLP Credit Facility to fund the cash paid of $160 million to Oasis Petroleum and to repay approximately $218 million of available capacity under itsborrowings on Oasis Midstream’s credit facility, considering the most restrictive debt covenants in its credit agreement. At September 30, 2017 and December 31, 2016, Crestwood Midstream's outstanding standby letters of credit were $63.6which was retired on February 1, 2022. In addition, we borrowed approximately $631.2 million and $64.0 million. Borrowings under the CMLP Credit Facility to fund the Sendero Acquisition. In October 2022, we amended the CMLP Credit Facility to increase the capacity of the facility from $1.5 billion to $1.75 billion under the terms of the credit facility accrue interest at prime or Eurodollar based rates plus applicable spreads, which resulted in interest rates between 3.49% and 5.50% at September 30, 2017 and 3.21% and 5.25% at December 31, 2016. The weighted-average interest rate as of September 30, 2017 and December 31, 2016 was 3.50% and 3.23%.agreement.


Crestwood Midstream is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in its credit agreement) of not more than 5.50 to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in its credit agreement) of not less than 2.50 to 1.0, and a senior secured leverage ratio (as defined in its credit agreement) of not more than 3.753.50 to 1.0. At September 30, 2017,2022, the net debt to consolidated EBITDA ratio was approximately 4.133.93 to 1.0, the consolidated EBITDA to consolidated interest expense ratio was approximately 4.085.11 to 1.0, and the senior secured leverage ratio was 1.111.29 to 1.0.


The CMLP
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At September 30, 2022, Crestwood Midstream had $382.6 million of available capacity under its credit facility considering the most restrictive debt covenants in its credit agreement. At September 30, 2022 and December 31, 2021, Crestwood Midstream’s outstanding standby letters of credit were $14.8 million and $6.3 million. Borrowings under the credit facility accrue interest at either prime or the Adjusted Term SOFR (as defined in the credit agreement) plus applicable spreads, which resulted in interest rates between 4.70% and 7.25% at September 30, 2022 and 1.90% and 4.00% at December 31, 2021. The weighted-average interest rate on outstanding borrowings as of September 30, 2022 and December 31, 2021 was 4.97% and 1.91%.

CPBH Credit Facility. In conjunction with the CPJV Acquisition in July 2022, we assumed a credit agreement entered into by CPB Subsidiary Holdings LLC (CPB Holdings), a wholly-owned subsidiary of Crestwood Permian. The credit agreement allows Crestwood Midstreamfor revolving loans, letters of credit and swing line loans of up to $230 million (the CPBH Credit Facility). The CPBH Credit Facility has an accordion feature that allows CPB Holdings to increase itsthe available borrowings under the facility by $350.0up to an additional $85 million, subject to lender approvalcertain conditions. The CPBH Credit Facility matures in October 2025 and is secured by substantially all of the satisfactionassets of Crestwood Permian.

Borrowings under the CPBH Credit Facility bear interest at either:

•the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) Wells Fargo Bank’s prime rate; or (iii) the Adjusted Term SOFR (as defined in the credit agreement) for a one-month tenor plus 1% per annum; plus a margin varying from 1.50% to 2.50% depending on our most recent consolidated total leverage ratio; or

•the Adjusted Term SOFR plus a margin varying from 2.50% to 3.50% depending on our most recent consolidated total leverage ratio.

The unused portion of the CPBH Credit Facility is subject to a commitment fee ranging from 0.375% to 0.50% according to Crestwood Permian’s most recent consolidated total leverage ratio. Interest on the Alternate Base Rate loans is payable quarterly, or if the Adjusted Term SOFR applies, interest is payable at certain other conditions, as describedintervals selected by us.

At September 30, 2022, we had $13.3 million of available capacity under the CPBH Credit Facility considering the most restrictive covenants in the credit agreement. The interest rates on borrowings under the CPBH Credit Facility were between 5.20% and 7.75% at September 30, 2022. The weighted average interest rate on outstanding borrowings as of September 30, 2022 was 5.92%.


The CPBH Credit Facility contains various covenants and restrictive provisions that limit Crestwood Permian’s ability to, among other things, (i) incur additional debt; (ii) make distributions on or redeem or repurchase units; (iii) make certain investments and acquisitions; (iv) incur or permit certain liens to exist; (v) merge, consolidate or amalgamate with another company; and (vi) transfer or dispose of assets.

CPB Holdings is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in the credit agreement) of not more than 5.00 to 1.0, and a consolidated EBITDA to consolidated interest expense ratio (as defined in the credit agreement) of not less than 2.50 to 1.0. At September 30, 2022, the net debt to consolidated EBITDA ratio was approximately 3.21 to 1.0, and the consolidated EBITDA to consolidated interest expense ratio was approximately 13.19 to 1.0.

Senior Notes


RepaymentsFebruary 2029 Senior Notes.In January 2021, Crestwood Midstream issued $700 million of 6.00% unsecured senior notes due 2029 (the February 2029 Senior Notes). The February 2029 Senior Notes will mature on February 1, 2029, and interest is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The net proceeds from this offering of approximately $691.0 million were used to repay a portion of our senior notes that were due in 2023 and to repay indebtedness under the CMLP Credit Facility.

April 2029 Senior Notes.In February 2022, in conjunction with the merger with Oasis Midstream, we assumed $450 million of 8.00% unsecured senior notes due 2029 (the April 2029 Senior Notes) and we recorded a fair value adjustment of approximately $30.7 million related to the senior notes. During the three and nine months ended September 30, 2022, we recorded a reduction to our interest and debt expense of approximately $1.1 million and $2.9 million related to the amortization of the fair value adjustment. The April 2029 Senior Notes will mature on April 1, 2029, and interest is payable semi-annually on April 1 and October 1 of each year.

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2023 Senior Note Repayments. During the nine months ended September 30, 2017, Crestwood Midstream paid approximately $457.82021, we redeemed $687.2 million to purchase, redeem and/or cancel all of the principal amount outstanding under the 2022 Senior Notes and approximately $349.9 million to redeem all of the principal amount outstanding under the 2020 Senior Notes. Crestwood Midstream funded the repayments with a combination of net proceeds from the issuance of the 2025 Senior Notes described below and borrowings under the credit facility.our senior notes due in 2023. In conjunction with these note repayments, Crestwood Midstream (i)the repayment of the notes, we recognized a loss on extinguishment of debt of approximately $37.7$6.7 million during the nine months ended September 30, 2017 (including the write off of2021, and paid approximately $6.8 million of deferred financing costs associated with the 2022 Senior Notes); and (ii) paid $5.1 million and $1.0$8.6 million of accrued interest on the 2020 Senior Notes and 2022 Senior Notes, respectively,our senior notes due in 2023 on the datedates they were tendered.

In June 2016, Crestwood Midstream paid approximately $312.9 million to purchase and cancel approximately $161.2 million and $163.6 million of the principalrepurchased. During 2021, we repaid all amounts outstanding under its 2020 Senior Notesour senior notes due 2023 and 2022 Senior Notes, respectively, utilizingfunded the repayment using a portion of the proceeds received from Stagecoach Gas, as further discussed in Note 4. Crestwood Midstream recognized a gain on extinguishmentthe issuance of debt of approximately $10 million in conjunction with the early tender of these notes.

2025 Senior Notes. In March 2017, Crestwood Midstream issued $500 million of 5.75% unsecured senior notes due 2025 (the 2025 Senior Notes) in a private offering. The 2025 Senior Notes will mature on April 1, 2025, and interest is payable

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semiannually in arrears on April 1 and October 1 of each year, beginning October 1, 2017. The net proceeds from this offering of approximately $492 million were used to repay amounts outstanding under the 2020February 2029 Senior Notes and borrowings under the 2022 Senior Notes.CMLP Credit Facility.


In May 2017,
Note 9 – Commitments and Contingencies

Legal Proceedings

Linde Lawsuit. On December 23, 2019, Linde Engineering North America Inc. (Linde) filed a lawsuit in the District Court of Harris County, Texas alleging that Arrow Field Services, LLC, our consolidated subsidiary, and Crestwood Midstream filedbreached a registration statement with the SECcontract entered into in March 2018 under which it offeredLinde was to exchange new senior notes for anyprovide engineering, procurement and all outstanding 2025 Senior Notes. Crestwood Midstream completedconstruction services to us related to the exchange offer in July 2017. The termscompletion of the exchange notes are substantially identical to the termsconstruction of the 2025 Senior Notes, except thatBear Den II cryogenic processing plant. Since the exchange notes are freely tradable.

At September 30, 2017, Crestwood Midstreamlawsuit was in compliance with all of its debt covenants applicablefiled, we have paid Linde approximately $22.7 million related to this matter (including approximately $3.2 million paid during the CMLP credit facility and its senior notes.


Note 8 - Earnings Per Limited Partner Unit

Our net income (loss) attributable to Crestwood Equity Partners is allocated to the subordinated and limited partner unitholders based on their ownership percentage after giving effect to net income attributable to the Preferred Units. We calculate basic net income per limited partner unit using the two-class method. Diluted net income per limited partner unit is computed using the treasury stock method, which considers the impact to net income attributable to Crestwood Equity Partners and limited partner units from the potential issuance of limited partner units.
We exclude potentially dilutive securities from the determination of diluted earnings per unit (as well as their related income statement impacts) when their impact on net income attributable to Crestwood Equity Partners per limited partner unit is anti-dilutive. During the three and nine months ended September 30, 2017, we excluded a weighted-average of 7,125,744 and 6,968,210 common units (representing preferred units), a weighted-average of 7,277,340 common units in both periods (representing Crestwood Niobrara's preferred units),2022).

A jury trial concluded on June 17, 2022, and a weighted-averagefinal judgement was entered on October 24, 2022. The final judgment includes an award of 438,789 common unitsdamages of approximately $20.7 million, a pre-judgement interest award of approximately $17.7 million and attorney fees and other costs of approximately $4.7 million. We have insurance coverage related to certain pre-judgement interest awards but have not recorded a receivable related to any potential insurance recovery at September 30, 2022. We expect to appeal the final judgement and, as a result are unable to predict the ultimate outcome for this matter.

General. We are periodically involved in litigation proceedings. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, then we accrue the estimated amount. The results of litigation proceedings cannot be predicted with certainty. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid and/or accrued. As of September 30, 2022 and December 31, 2021, we had approximately $29.8 million and $16.8 million accrued for outstanding legal matters. Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures for which we can estimate will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both periods (representing subordinated units). Duringwith respect to accrued liabilities and other potential exposures.

Any loss estimates are inherently subjective, based on currently available information, and are subject to management’s judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal proceedings, actual results may differ materially from any amounts that have been accrued.

Regulatory Compliance

In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on our results of operations, cash flows or financial condition.

Environmental Compliance

Our operations are subject to stringent and complex laws and regulations pertaining to worker health, safety, and the environment. We are subject to laws and regulations at the federal, state, regional and local levels that relate to air and water quality, hazardous and solid waste management and disposal, and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures.

At September 30, 2022 and December 31, 2021, our accrual of approximately $4.2 million and $1.0 million was based on our undiscounted estimate of amounts we will spend on compliance with environmental and other regulations, and any associated fines or penalties. We estimate that our potential liability for reasonably possible outcomes related to our environmental
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exposures could range from approximately $4.2 million to $5.2 million at September 30, 2022. Certain of our environmental-related matters are insurable events under our policies and at September 30, 2022, we recorded insurance receivables of approximately $3.7 million.

Self-Insurance

We utilize third-party insurance subject to varying retention levels of self-insurance, which management considers prudent. Such self-insurance relates to losses and liabilities primarily associated with medical claims, workers’ compensation claims and general, product, vehicle and environmental liability. Losses are accrued based upon management’s estimates of the aggregate liability for claims incurred using certain assumptions followed in the insurance industry and based on past experience. The primary assumption utilized is actuarially determined loss development factors. The loss development factors are based primarily on historical data. Our self-insurance reserves could be affected if future claim developments differ from the historical trends. We believe changes in health care costs, trends in health care claims of our employee base, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in employee demographics, incident and claim type and evaluate our insurance accruals and adjust our accruals based on our evaluation of these qualitative data points. We are liable for the development of claims for our previously disposed of retail propane operations, provided they were reported prior to August 1, 2012. The following table summarizes CEQP’s and CMLP’s self-insurance reserves (in millions):
 CEQPCMLP
 September 30,
2022		December 31, 2021September 30,
2022		December 31, 2021
Self-insurance reserves(1)
$5.4 $5.5 $4.5 $4.7 
(1)At September 30, 2022, CEQP and CMLP classified approximately $3.5 million and $2.9 million, respectively, of these reserves as other long-term liabilities on their consolidated balance sheets.

Guarantees and Indemnifications

We periodically provide indemnification arrangements related to assets or businesses we have sold. Our potential exposure under indemnification arrangements can range from a specified amount to an unlimited amount, depending on the nature of the claim, specificity as to duration, and the particular transaction. As of September 30, 2022 and December 31, 2021, we have no amounts accrued for these indemnifications.


Note 10 - Leases

The following table summarizes the balance sheet information related to our operating and finance leases (in millions):
September 30,
2022		December 31, 2021
Operating Leases
Operating lease right-of-use assets, net$18.6 $27.4 
Accrued expenses and other liabilities$8.2 $13.2 
Other long-term liabilities14.5 19.4 
Total operating lease liabilities$22.7 $32.6 
Finance Leases
Property, plant and equipment$14.6 $12.3 
Less: accumulated depreciation9.5 9.2 
Property, plant and equipment, net$5.1 $3.1 
Accrued expenses and other liabilities$2.2 $1.7 
Other long-term liabilities2.7 1.2 
Total finance lease liabilities$4.9 $2.9 

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Lease expense. Our operating lease expense, net totaled $3.4 million and $3.7 million for the three months ended September 30, 2022 and 2021 and $9.2 million and $12.8 million for the nine months ended September 30, 2016, we excluded a weighted-average of 6,502,9072022 and 6,358,626 common units (representing preferred units),2021. Our finance lease expense totaled $0.9 million and a weighted-average of 8,669,633 common units in both periods (representing Crestwood Niobrara's preferred units) and a weighted-average of 438,789 common units in both periods (representing subordinated units). See Note 9$0.8 million for additional information regarding the potential conversion of our preferred units and Crestwood Niobrara's preferred units to common units.


Note 9 – Partners’ Capital

Preferred Units

Subject to certain conditions, the holders of the Preferred Units have the right to convert their Preferred Units into (i) common units on a 1-for-10 basis or (ii) a number of common units determined pursuant to a conversion ratio set forth in Crestwood Equity's partnership agreement upon the occurrence of certain events, such as a change in control. The Preferred Units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each Preferred Unit entitled to one vote for each common unit into which such Preferred Unit is convertible, except that the Preferred Units are entitled to vote as a separate class on any matter on which all unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Preferred Units in relation to Crestwood Equity's other securities outstanding.

Common Units

On August 4, 2017, we entered into an equity distribution agreement with certain financial institutions (each, a Manager), under which we may offer and sell from time to time through one or more of the Managers, common units having an aggregate offering price of up to $250 million. Common units sold pursuant to this at-the-market (ATM) equity distribution program are issued under a registration statement that became effective on April 12, 2017. We will pay the Managers an aggregate fee of up to 2.0% (which totaled $0.2 million during the three months ended September 30, 2022 and 2021 and $2.7 million and $2.6 million for the nine months ended September 30, 2017)2022 and 2021.

Other. During March 2022, we exercised an option to purchase crude oil railcars under certain of our operating leases as a result of our plan to exit our crude oil railcar operations. In April 2022, we sold the crude oil railcars to a third party for approximately $24.7 million and we recognized a loss on the sale of approximately $4.1 million during the nine months ended September 30, 2022.


Note 11 – Partners’ Capital and Non-Controlling Partner

Common and Subordinated Units

On February 1, 2022, we completed the merger with Oasis Midstream. Pursuant to the merger agreement, Oasis Petroleum received cash and approximately 20.9 million newly issued CEQP common units in exchange for its common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately 12.9 million newly issued CEQP common units in exchange for the Oasis Midstream common units held by them. For a further discussion of the gross salesmerger with Oasis Midstream, see Note 3.

On July 11, 2022, we acquired First Reserve’s 50% equity interest in Crestwood Permian in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units. For a further discussion of the CPJV Acquisition, see Note 3.

On September 15, 2022, CEQP acquired 4.6 million CEQP common units from OMS Holdings LLC, a subsidiary of Chord Energy Corporation (formerly Oasis Petroleum), for approximately $123.7 million. This transaction resulted in CEQP retiring the common units acquired from OMS Holdings LLC.

In March 2021, CEQP acquired approximately 11.5 million CEQP common units and 0.4 million subordinated units of CEQP from Crestwood Holdings LLC (Crestwood Holdings) for approximately $268 million (Crestwood Holdings Transactions). CEQP reflected the purchase price peras a reduction to its common unit sold under our ATM equity distribution program. The table below showsunitholders’ partners’ capital in its consolidated statement of partners’ capital during the first quarter of 2021. This transaction resulted in CEQP retiring the common and subordinated units issued andacquired from Crestwood Holdings. In addition, in conjunction with this transaction, CEQP eliminated approximately $2.4 million of accounts payable to Crestwood Holdings which is reflected as an increase to CEQP’s common unitholders’ partners’ capital in its consolidated statements of partners’ capital during the net proceeds fromfirst quarter of 2021. Transaction costs related to this transaction of approximately $7.6 million are reflected as a reduction of CEQP’s common unitholders’ partners’ capital in its consolidated statement of partners’ capital during the issuances:first quarter of 2021.

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Issuance Dates Common Units 
Net Proceeds(1)
(in millions)
Third Quarter 2017 437,518
 $10.6
(1)The net proceeds from sales under the ATM program are used for general partnership purposes, which may include debt repayment and capital expenditures.

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Distributions


Crestwood Equity


Limited Partners. A summary of CEQP'sCEQP’s limited partner quarterly cash distributions for the nine months ended September 30, 20172022 and 20162021 is presented below:
Record Date Payment Date Per Unit Rate 
Cash Distributions
(in millions)
2017      
February 7, 2017 February 14, 2017 $0.60
 $41.8
May 8, 2017 May 15, 2017 0.60
 41.8
August 7, 2017 August 14, 2017 0.60
 41.8
      $125.4
2016      
February 5, 2016 February 12, 2016 $1.375
 $95.6
May 6, 2016 May 13, 2016 0.60
 41.4
August 5, 2016 August 12, 2016 0.60
 41.4
      $178.4
Record DatePayment DatePer Unit Rate
Cash Distributions
(in millions)
2022
February 7, 2022February 14, 2022$0.625 $60.9 
May 6, 2022May 13, 2022$0.655 64.2 
August 5, 2022August 12, 2022$0.655 71.6 
$196.7 
2021
February 5, 2021February 12, 2021$0.625 $46.4 
May 7, 2021May 14, 2021$0.625 39.3 
August 6, 2021August 13, 2021$0.625 39.3 
$125.0 


On October 19, 2017,20, 2022,we declared a distribution of $0.60$0.655 per limited partner unit to be paid on November 14, 2017,2022 to unitholders of record on November 7, 20172022 with respect to the third quarter of 2017.ended September 30, 2022.


Preferred Unit HoldersUnitholders. We are required to make quarterly distributions to our preferred unitholders. During the nine months ended September 30, 20172022 and 2016,2021, we issued 4,724,030 and 4,311,143 Preferred Unitspaid cash distributions to our preferred unitholders of approximately $45 million in lieu of paying cash distributions of $43.1 million and $39.3 million, respectively.both periods. On October 19, 2017,20, 2022, the board of directors of our general partner authorized a cash distribution to our preferred unitholders of approximately $15.0$15 million forwith respect to the quarter ended September 30, 2017 in lieu of issuing additional preferred units, and beginning with the quarter ending December 31, 2017, we will be required to make all future quarterly distributions to our preferred unitholders in cash.2022.


Crestwood Midstream


During the nine months ended September 30, 20172022 and 2016,2021, Crestwood Midstream paid cash distributions of $119.5$537.6 million and $185.0$451.3 million to its partners.

On February 1, 2022, Crestwood Midstream received a non-cash contribution of approximately $1,075.1 million from Crestwood Equity related to net assets it acquired in conjunction with the merger with Oasis Midstream. In addition, on February 1, 2022, Crestwood Equity contributed cash acquired in conjunction with the merger with Oasis Midstream of approximately $14.9 million to Crestwood Equity.Midstream.


On July 11, 2022, Crestwood Midstream received a non-cash contribution of approximately $127.3 million from Crestwood Equity related to the acquisition of its 50% equity interest in Crestwood Permian. In addition, on July 11, 2022, Crestwood Equity contributed cash acquired in conjunction with this acquisition of approximately $149.4 million to Crestwood Midstream.

For a further discussion of these acquisitions, see Note 3.

Non-Controlling PartnersPartner


Crestwood Niobrara issued a preferred interestinterests to a subsidiary of General Electric Capital Corporation and GE Structured Finance, Inc. (collectively, GE) in conjunction with the acquisition of its investment inCN Jackalope Holdings LLC (Jackalope Holdings), which isare reflected as non-controlling interest in subsidiary apart from partners’ capital (i.e., temporary equity) on our consolidated financial statements.balance sheets. We adjust the carrying amount of our non-controlling interest to its redemption value each period through net income attributable to non-controlling partner.

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The following tables show the change in our non-controlling interest in subsidiary at September 30, 2022 and 2021 (in millions):

Balance at December 31, 2021$434.6 
Distributions to non-controlling partner(31.0)
Net income attributable to non-controlling partner30.8 
Balance at September 30, 2022$434.4 

Balance at December 31, 2020$432.7 
Contributions from non-controlling partner1.0 
Distributions to non-controlling partner(29.9)
Net income attributable to non-controlling partner30.7 
Balance at September 30, 2021$434.5 

In October 2022, Crestwood Niobrara paid cash distributions to Jackalope Holdings of approximately $10.3 million with respect to the quarter ended September 30, 2022.

Other

In February 2022, Crestwood Equity issued 177,025 performance units under the Crestwood Equity Partners LP Long Term Incentive Plan (Crestwood LTIP). The performance units are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance units is subject to the attainment of certain performance and market goals over a three-year period, and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. As of September 30, 2022, we had total unamortized compensation expense of approximately $3.8 million related to these performance units. During the three and nine months ended September 30, 2017, net income attributable to non-controlling partners was approximately $6.42022, we recognized compensation expense of $0.4 million and $18.8 million. During the three$1.1 million related to these performance units, which is included in general and nine months ended September 30, 2016, net income attributable to non-controlling partners was approximately $6.1 million and $18.0 million. administrative expenses on our consolidated statements of operations.

During both the nine months ended September 30, 20172022, 206,017 performance units that were previously issued under the Crestwood LTIP vested, and 2016, Crestwood Niobrara paid cashas a result of the attainment of certain performance and market goals and related distributions of $11.4 million to GE. In October 2017, Crestwood Niobrara paid a cash distribution of $3.8 million to GE forduring the quarterthree years that the awards were outstanding, we issued 526,322 common units during the nine months ended September 30, 2017.2022 related to those performance units.




Note 10 – Commitments12 - Earnings Per Limited Partner Unit

We calculate the dilutive effect of the preferred units and Contingencies

Legal Proceedings

WeCrestwood Niobrara preferred units using the if-converted method which assumes units are periodically involved in litigation proceedings. If we determine that a negative outcome is probableconverted at the beginning of the period (beginning with their respective issuance date), and the amountresulting common units are included in the denominator of the diluted net income per common unit calculation for the period being presented. Distributions declared in the period and undeclared distributions that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The dilutive effect of the stock-based compensation performance units is calculated using the treasury stock method which considers the impact to net income or loss attributable to Crestwood Equity Partners and limited partner units from the potential issuance of limited partner units.

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We exclude potentially dilutive securities from the determination of diluted earnings per unit (as well as their related income statement impacts) when their impact is reasonably estimable, thenanti-dilutive. The following table summarizes information regarding the weighted-average of common units excluded during the three and nine months ended September 30, 2022 and 2021 (in millions):
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Preferred units(1)
7.1 7.1 7.1 7.1 
Crestwood Niobrara’s preferred units(1)
3.9 3.9 3.9 3.9 
Unit-based compensation performance units(1)
0.1 0.2 0.2 0.1 
Subordinated units(2)
— — — 0.1 
(1)For additional information regarding the potential conversion/redemption of our preferred units and Crestwood Niobrara’s preferred units to CEQP common units, and of our performance units, see our 2021 Annual Report on Form 10-K.
(2)In March 2021, CEQP retired its subordinated units. For additional information regarding the retirement of the subordinated units, see Note 11.


Note 13 – Segments

Our financial statements reflect three operating and reporting segments: (i) gathering and processing north operations (includes our Arrow, Jackalope and Oasis Midstream Williston operations); (ii) gathering and processing south operations (includes our Crestwood Permian, Sendero, Oasis Midstream Delaware and Marcellus operations and our Crestwood Permian Basin equity method investment); and (iii) storage and logistics operations (includes our crude oil, NGL and natural gas storage and logistics operations, and our Tres Holdings and PRBIC equity method investments). On July 1, 2022, we accruesold our Barnett assets which were previously included in our gathering and processing south segment. On July 11, 2022, we acquired Sendero and we reflect its results in our gathering and processing south segment. Also, on July 11, 2022, we acquired First Reserve’s 50% interest in Crestwood Permian, and as a result, we own and control 100% of the estimated amount.equity interests in Crestwood Permian and we reflect its consolidated results in our gathering and processing south segment. Prior to July 11, 2022, our 50% equity method investment in Crestwood Permian was also reflected in our gathering and processing south segment. For a further discussion of these acquisitions and divestiture, see Note 3.

Our gathering and processing north and gathering and processing south segments were historically combined into one segment, and our storage and logistics segment was historically separated into a storage and transportation segment and a marketing, supply and logistics segment. The results of litigation proceedings cannot be predicted with certainty. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flowsdescribed above are now reflected in the periodnew respective segments for all periods presented. Our corporate operations include all general and administrative expenses that are not allocated to our reportable segments.

Below is a description of our operating and reporting segments.

•Gathering and Processing North. Our gathering and processing north operations provide natural gas gathering, compression, treating and processing services, crude oil gathering and storage services and produced water gathering and disposal services to producers in which the amounts are paid and/or accrued. As of September 30, 2017Williston Basin and December 31, 2016, both CEQPPowder River Basin.

•Gathering and CMLP had lessProcessing South. Our gathering and processing south operations provide natural gas gathering, compression, treating and processing services and produced water gathering and disposal services to producers in the Delaware and Marcellus basins.


•Storage and Logistics. Our storage and logistics operations provide NGLs, crude oil and natural gas storage, terminal, marketing and transportation (including rail, truck and pipeline) services to producers, refiners, marketers, utilities and other customers.

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Below is a reconciliation of CEQP’s and CMLP’s net income (loss) to EBITDA (in millions):
than $0.1
CEQPCMLP
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
20222021202220212022202120222021
Net income (loss)$(43.0)$(39.6)$18.6 $(116.0)$(113.0)$(41.8)$(107.4)$(120.7)
Add:
Interest and debt expense, net47.6 30.9 123.8 102.0 47.6 30.9 123.8 102.0 
Loss on modification/extinguishment of debt— — — 6.7 — — — 6.7 
Provision for income taxes1.4 0.1 1.7 0.1 1.4 0.1 1.6 0.1 
Depreciation, amortization and accretion86.9 64.6 242.3 182.6 86.8 68.2 248.0 193.2 
EBITDA$92.9 $56.0 $386.4 $175.4 $22.8 $57.4 $266.0 $181.3 

The following tables summarize CEQP’s and CMLP’s reportable segment data for the three and nine months ended September 30, 2022 and 2021 (in millions). Intersegment revenues included in the following tables are accounted for as arms-length transactions that apply our revenue recognition policy described in our 2021 Annual Report on Form 10-K. Included in earnings (loss) from unconsolidated affiliates, net reflected in the tables below was approximately $2.5 million accruedand $4.9 million of our proportionate share of interest expense, depreciation and amortization expense, goodwill impairments and gains (losses) on long-lived assets, net recorded by our equity investments for outstanding legal matters. Basedthe three months ended September 30, 2022 and 2021 and $12.0 million and $182.4 million for the nine months ended September 30, 2022 and 2021.

Segment EBITDA Information

Three Months Ended September 30, 2022
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsCorporateTotal
Crestwood Midstream
Revenues$272.6 $177.4 $1,116.0 $— $1,566.0 
Intersegment revenues, net142.2 137.8 (280.0)— — 
Costs of product/services sold230.2 249.6 807.0 — 1,286.8 
Operations and maintenance expense27.4 14.3 13.3 — 55.0 
General and administrative expense— — — 32.3 32.3 
Loss on long-lived assets, net— (247.6)— — (247.6)
Gain on acquisition— 75.3 — — 75.3 
Earnings from unconsolidated affiliates, net— 2.0 1.2 — 3.2 
Crestwood Midstream EBITDA$157.2 $(119.0)$16.9 $(32.3)$22.8 
Crestwood Equity
General and administrative expense— — — 1.6 1.6 
Gain on long-lived assets— 71.7 — — 71.7 
Crestwood Equity EBITDA$157.2 $(47.3)$16.9 $(33.9)$92.9 

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Three Months Ended September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsCorporateTotal
Crestwood Midstream
Revenues$144.5 $26.7 $1,055.1 $— $1,226.3 
Intersegment revenues, net125.6 — (125.6)— — 
Costs of product/services sold149.7 0.4 949.2 — 1,099.3 
Operations and maintenance expense14.1 5.4 12.1 — 31.6 
General and administrative expense— — — 24.4 24.4 
Gain (loss) on long-lived assets, net0.1 (18.6)— — (18.5)
Earnings from unconsolidated affiliates, net— 4.2 0.7 — 4.9 
Crestwood Midstream EBITDA$106.4 $6.5 $(31.1)$(24.4)$57.4 
Crestwood Equity
General and administrative expense— — — 1.5 1.5 
Other income, net— — — 0.1 0.1 
Crestwood Equity EBITDA$106.4 $6.5 $(31.1)$(25.8)$56.0 

Nine Months Ended September 30, 2022
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsCorporateTotal
Crestwood Midstream
Revenues$787.2 $243.4 $3,567.2 $— $4,597.8 
Intersegment revenues, net421.2 137.8 (559.0)— — 
Costs of product/services sold686.6 249.6 2,928.2 — 3,864.4 
Operations and maintenance expense78.6 28.6 36.8 — 144.0 
General and administrative expense— — — 99.0 99.0 
Loss on long-lived assets, net— (307.8)(4.1)— (311.9)
Gain on acquisition— 75.3 — — 75.3 
Earnings from unconsolidated affiliates, net— 9.4 2.8 — 12.2 
Crestwood Midstream EBITDA$443.2 $(120.1)$41.9 $(99.0)$266.0 
Crestwood Equity
General and administrative expense— — — 4.8 4.8 
Gain on long-lived assets(1)
— 125.0 — — 125.0 
Other income, net— — — 0.2 0.2 
Crestwood Equity EBITDA$443.2 $4.9 $41.9 $(103.6)$386.4 
(1)Represents the elimination of the loss on currently available information, we believe it is remote that future costslong-lived assets of approximately $53 million recorded by CMLP related to known contingent liability exposuresthe sale of our assets in the Barnett Shale and the gain on long-lived assets of approximately $72 million recorded by CEQP related to this sale. For a further discussion of this transaction, see Note 3.

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Nine Months Ended September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsCorporateTotal
Crestwood Midstream
Revenues$422.9 $76.0 $2,689.7 $— $3,188.6 
Intersegment revenues, net315.1 — (315.1)— — 
Costs of product/services sold386.4 0.8 2,323.1 — 2,710.3 
Operations and maintenance expense38.2 17.4 34.6 — 90.2 
General and administrative expense— — — 61.3 61.3 
Gain (loss) on long-lived assets, net0.2 (19.9)0.1 — (19.6)
Earnings (loss) from unconsolidated affiliates, net— 4.4 (130.3)— (125.9)
Crestwood Midstream EBITDA$313.6 $42.3 $(113.3)$(61.3)$181.3 
Crestwood Equity
General and administrative expense— — — 6.1 6.1 
Other income, net— — — 0.2 0.2 
Crestwood Equity EBITDA$313.6 $42.3 $(113.3)$(67.2)$175.4 

Other Segment Information

CEQPCMLP
September 30, 2022December 31, 2021September 30, 2022December 31, 2021
Total Assets
Gathering and Processing North$4,072.4 $2,408.0 $4,072.4 $2,408.0 
Gathering and Processing South1,666.4 886.5 1,666.4 1,017.4 
Storage and Logistics1,131.1 1,125.1 1,131.1 1,125.1 
Corporate29.5 26.1 23.7 20.7 
Total Assets$6,899.4 $4,445.7 $6,893.6 $4,571.2 


Note 14 - Revenues

Contract Assets and Contract Liabilities

Our contract assets and contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Our receivables related to our revenue contracts accounted for which we can estimate will exceed current accruals by an amount that would have a material adverse impactunder ASU 2014-09, Revenue from Contracts with Customers (Topic 606) totaled $456.4 million and $331.0 million at September 30, 2022 and December 31, 2021, and are included in accounts receivable on our consolidated financial statements. As we learn new facts concerning contingencies, we reassessbalance sheets. Our contract assets are included in other non-current assets on our position both with respect toconsolidated balance sheets. Our contract liabilities primarily consist of current and non-current deferred revenues. On our consolidated balance sheets, our current deferred revenues are included in accrued expenses and other liabilities and our non-current deferred revenues are included in other potential exposures.long-term liabilities. The majority of revenues associated with our deferred revenues is expected to be recognized as the performance obligations under the related contracts are satisfied over the next 15 years.


Any loss estimates are inherently subjective, based on currently available information,The following table summarizes our contract assets and are subjectcontract liabilities (in millions):

September 30, 2022December 31, 2021
Contract assets (non-current)(1)
$5.6 $1.3 
Contract liabilities (current)(2)
$12.2 $10.7 
Contract liabilities (non-current)(2)
$209.1 $187.1 

(1)Includes approximately $4.7 million acquired in conjunction with the CPJV Acquisition.
(2)During the three and nine months ended September 30, 2022, we recognized revenues of approximately $4.0 million and $11.2 million that were previously included in contract liabilities at December 31, 2021. The remaining change in our contract liabilities during the three and nine months ended September 30, 2022 related to management's judgmentcapital reimbursements associated with our revenue contracts and various assumptions. Duerevenue deferrals associated with our contracts with increasing (decreasing) rates.
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The following table summarizes the transaction price allocated to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal proceedings, actual results may differ materially from any amountsour remaining performance obligations under certain contracts that have not been accrued.

Regulatory Compliance

In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on our results of operations, cash flows or financial condition.

Environmental Compliance

Our operations are subject to stringent and complex laws and regulations pertaining to worker health, safety, and the environment. We are subject to laws and regulations at the federal, state, regional and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures.

During 2014, we experienced three releases totaling approximately 28,000 barrels of produced water on our Arrow water gathering system located on the Fort Berthold Indian Reservation in North Dakota. We immediately notified the National Response Center, the Three Affiliated Tribes and numerous other regulatory authorities, and thereafter contained and cleaned up the releases completely and placed the impacted segments of these water lines back into service. In May 2015, we experienced a release of approximately 5,200 barrels of produced water on our Arrow water gathering system, immediately notified numerous regulatory authorities and other third parties, and thereafter contained and cleaned up the releases. 

In October 2014, we received data requests from the Environmental Protection Agency (EPA) related to the 2014 water releases and we responded to the requests during the first half of 2015.  In April 2015, the EPA issued a Notice of Potential Violation (NOPV) under the Clean Water Act relating to the largest of the 2014 water releases. We responded to the NOPV in May 2015, and in April 2017, we entered into an Administrative Order on Consent (the Order) with the EPA. The Order requires us to continue to remediate and monitor the impacted area for no less than four years unless all goals of the Order are satisfied earlier. The Order does not preclude the EPA from seeking to impose fines and penalties as a result of the water releases.

On March 3, 2015, we received a grand jury subpoena from the United States Attorney’s Office in Bismarck, North Dakota, seeking documents and information relating to the largest of the three 2014 water releases. We provided the requested information during the second quarter of 2015 and key employees were interviewed by the United States’ Attorney in December 2015. On September 13, 2017, we received a notice from the United States Department of Justice that it completed the investigation with no charges being filed against us. In August 2015, we received a notice of violation from the Three Affiliated Tribes' Environmental Division related to our 2014 produced water releases on the Fort Berthold Indian Reservation. The notice of violation imposes fines and requests reimbursements exceeding $1.1 million; however, the notice of violation was stayed on September 15, 2015, upon our posting of a performance bond for the amount contemplated by the notice and pending the outcome of ongoing settlement discussions with the regulatory agencies asserting jurisdiction over the 2014 produced water releases.

We will continue our remediation efforts to ensure the impacted lands are restored to their prior state. We believe these releases are insurable events under our policies, and we have notified our carriers of these events. We have not recorded an insurance receivablerecognized as of September 30, 2017.2022 (in millions):

Remainder of 2022$23.3 
202370.4 
202445.8 
20252.3 
20260.5 
Thereafter1.3 
Total$143.6 


Our remaining performance obligations presented in the table above exclude estimates of variable rate escalation clauses in our contracts with customers, and is generally limited to fixed-fee and percentage-of-proceeds service contracts which have fixed pricing and minimum volume terms and conditions. Our remaining performance obligations generally exclude, based on the following practical expedients that we elected to apply, disclosures for (i) variable consideration allocated to a wholly-unsatisfied promise to transfer a distinct service that forms part of the identified single performance obligation; (ii) unsatisfied performance obligations where the contract term is one year or less; and (iii) contracts for which we recognize revenues as amounts are invoiced.

Disaggregation of Revenues

The following tables summarize our revenues from contracts with customers disaggregated by type of product/service sold and by commodity type for each of our segments for the three and nine months ended September 30, 2022 and 2021 (in millions). We believe this summary best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. Our non-Topic 606 revenues presented in the tables below primarily represents revenues related to our commodity-based derivatives.
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Three Months Ended September 30, 2022
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsIntersegment EliminationTotal
Topic 606 revenues
Gathering
Natural gas$33.4 $10.1 $— $— $43.5 
Crude oil14.7 1.7 — — 16.4 
Water41.8 7.5 — — 49.3 
Processing
Natural gas20.7 4.8 — — 25.5 
Compression
Natural gas— 4.7 — — 4.7 
Storage
Crude oil0.6 — 0.1 — 0.7 
NGLs— — 2.2 — 2.2 
Pipeline
Crude oil— — 0.6 — 0.6 
NGLs— 5.2 0.1 (5.2)0.1 
Transportation
Crude oil1.5 0.1 — — 1.6 
NGLs— — 5.0 — 5.0 
Product Sales
Natural gas109.6 144.4 248.4 (205.6)296.8 
Crude oil120.9 — 362.8 (9.8)473.9 
NGLs68.3 136.2 411.7 (58.9)557.3 
Water2.1 — — — 2.1 
Other0.8 — 0.2 (0.5)0.5 
Total Topic 606 revenues414.4 314.7 1,031.1 (280.0)1,480.2 
Non-Topic 606 revenues0.4 0.5 84.9 — 85.8 
Total revenues$414.8 $315.2 $1,116.0 $(280.0)$1,566.0 
At September 30, 2017 and December 31, 2016, our accrual
36
Table of approximately $2.7 million and $2.1 million is based on our undiscounted estimateContents

Three Months Ended September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsIntersegment EliminationTotal
Topic 606 revenues
Gathering
Natural gas$13.7 $21.6 $— $— $35.3 
Crude oil17.1 — — — 17.1 
Water24.8 — — — 24.8 
Processing
Natural gas5.8 1.4 — — 7.2 
Compression
Natural gas— 3.7 — — 3.7 
Storage
Crude oil0.1 — 0.1 (0.1)0.1 
NGLs— — 2.6 — 2.6 
Pipeline
Crude oil— — 0.6 — 0.6 
Transportation
Crude oil0.8 — — (0.1)0.7 
NGLs— — 4.1 — 4.1 
Rail Loading
Crude oil— — 1.2 — 1.2 
Product Sales
Natural gas42.9 — 84.5 (42.7)84.7 
Crude oil105.4 — 331.3 (25.1)411.6 
NGLs59.1 — 500.1 (57.6)501.6 
Other— — 0.5 — 0.5 
Total Topic 606 revenues269.7 26.7 925.0 (125.6)1,095.8 
Non-Topic 606 revenues0.4 — 130.1 — 130.5 
Total revenues$270.1 $26.7 $1,055.1 $(125.6)$1,226.3 
37
Table of amounts we will spend on compliance with environmental and other regulations, and any associated fines or penalties. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures (including the Arrow water releases described above) could range from approximately $2.7 million to $4.2 million at September 30, 2017.Contents


Self-Insurance
Nine Months Ended September 30, 2022
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsIntersegment EliminationTotal
Topic 606 revenues
Gathering
Natural gas$92.2 $57.0 $— $— $149.2 
Crude oil43.6 4.6 — — 48.2 
Water117.7 13.0 — — 130.7 
Processing
Natural gas54.8 7.1 — — 61.9 
Compression
Natural gas— 11.3 — — 11.3 
Storage
Crude oil1.7 — 0.4 (0.2)1.9 
NGLs— — 6.9 — 6.9 
Pipeline
Crude oil— — 1.5 — 1.5 
NGLs— 5.2 0.2 (5.2)0.2 
Transportation
Crude oil4.2 0.5 — (0.1)4.6 
NGLs— — 16.3 — 16.3 
Rail Loading
Crude oil— — 0.4 — 0.4 
Product Sales
Natural gas269.1 145.3 508.0 (331.2)591.2 
Crude oil394.9 — 1,130.3 (33.9)1,491.3 
NGLs222.7 136.2 1,505.6 (187.9)1,676.6 
Water5.0 — — — 5.0 
Other1.4 — 0.5 (0.5)1.4 
Total Topic 606 revenues1,207.3 380.2 3,170.1 (559.0)4,198.6 
Non-Topic 606 revenues1.1 1.0 397.1 — 399.2 
Total revenues$1,208.4 $381.2 $3,567.2 $(559.0)$4,597.8 


We utilize third-party insurance subject to varying retention levels
38
Table of self-insurance, which management considers prudent. Such self-insurance relates to losses and liabilities primarily associated with medical claims, workers' compensation claims and general, product, vehicle and environmental liability. At September 30, 2017 and December 31, 2016, CEQP's self-insurance reserves were $15.8 million and $15.6 million. We estimate that $10.6 million of this balance will be paid subsequent to September 30, 2018. As such, CEQP has classified $10.6 million in other long-term liabilities on its consolidated balance sheet at September 30, 2017. At September 30, 2017 and December 31, 2016, CMLP's self insurance reserves were $12.9 million and $12.2 million. CMLP estimates that $8.0 million of this balance will be paid subsequent to September 30, 2018. As such, CMLP has classified $8.0 million in other long-term liabilities on its consolidated balance sheet at September 30, 2017.Contents


Guarantees and Indemnifications. We are involved in various joint ventures that sometimes require financial and performance guarantees. In a financial guarantee, we are obligated to make payments if the guaranteed party fails to make payments under, or violates the terms of, the financial arrangement. In a performance guarantee, we provide assurance that the guaranteed party will execute on the terms of the contract. If they do not, we are required to perform on their behalf. We also periodically provide indemnification arrangements related to assets or businesses we have sold. For a further description of our guarantees associated with our joint ventures, see Note 4, and for a further description of our guarantees associated with our assets or businesses we have sold, see our 2016 Annual Report on Form 10-K.
Nine Months Ended September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsIntersegment EliminationTotal
Topic 606 revenues
Gathering
Natural gas$40.5 $59.5 $— $— $100.0 
Crude oil56.2 — — — 56.2 
Water69.5 — — — 69.5 
Processing
Natural gas17.7 3.8 — — 21.5 
Compression
Natural gas— 12.1 — — 12.1 
Storage
Crude oil0.3 — 0.4 (0.3)0.4 
NGLs— — 8.7 — 8.7 
Pipeline
Crude oil— — 2.0 — 2.0 
NGLs— — 0.1 — 0.1 
Transportation
Crude oil1.9 — — (0.1)1.8 
NGLs— — 12.5 — 12.5 
Rail Loading
Crude oil— — 3.4 — 3.4 
Product Sales
Natural gas111.9 0.6 224.4 (111.7)225.2 
Crude oil297.1 — 926.9 (62.5)1,161.5 
NGLs142.3 — 1,210.9 (140.5)1,212.7 
Other— — 1.4 — 1.4 
Total Topic 606 revenues737.4 76.0 2,390.7 (315.1)2,889.0 
Non-Topic 606 revenues0.6 — 299.0 — 299.6 
Total revenues$738.0 $76.0 $2,689.7 $(315.1)$3,188.6 


Our potential exposure under guarantee and indemnification arrangements can range from a specified amount to an unlimited dollar amount, depending on the nature of the claim, specificity as to duration, and the particular transaction. As of September 30, 2017 and December 31, 2016, we have no amounts accrued for these guarantees.


Note 1115 – Related Party Transactions


Crestwood Holdings indirectly owns both CEQP's and CMLP's general partner. The affiliates of Crestwood Holdings and its owners are considered CEQP's and CMLP's related parties, including Sabine Oil and Gas LLC (Sabine) and Arsenal Resources. CEQP and CMLPWe enter into transactions with theirour affiliates within the ordinary course of business, including gas gathering and processing services under long-term contracts, product purchases, marketing services and various operating agreements.agreements, including operating leases. We also enter into transactions with our affiliates related to services provided on our expansion projects.



On July 11, 2022, we acquired First Reserve’s 50% equity interest in Crestwood Permian. As a result of this transaction, we control and own 100% of the equity interests of Crestwood Permian and include their results in our consolidated financial statements. Prior to July 11, 2022, we owned a 50% equity interest in Crestwood Permian, which we accounted for under the equity method of accounting, and reflected transactions with Crestwood Permian as transactions with affiliates in the tables below.

As discussed above, in conjunction with our acquisition of First Reserve’s 50% equity interest in Crestwood Permian, we issued 11.3 million newly issued CEQP common units to First Reserve and as a result, First Reserve is considered a related party of CEQP and CMLP. In September 2022, we acquired 4.6 million CEQP common units from a subsidiary of Chord Energy Corporation and as result of this transaction, Chord Energy Corporation is no longer considered a related party of CEQP and CMLP.

Prior to August 2021, Crestwood Holdings indirectly owned our general partner and the affiliates of Crestwood Holdings and its owners were considered CEQP’s and CMLP’s related parties. With the completion of our strategic transactions with Crestwood Holdings in August 2021, Crestwood Holdings and its affiliates are no longer considered related parties of CEQP and CMLP. During the nine months ended September 30, 2021, we paid approximately $0.6 million of capital expenditures to Applied Consultants, Inc., an affiliate of Crestwood Holdings. In addition, during the nine months ended September 30, 2021,
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Crestwood Holdings allocated a $4.6 million reduction of unit-based compensation charges to CEQP and CMLP. Also, CEQP allocated approximately $0.2 million of its general and administrative costs to Crestwood Holdings during the nine months ended September 30, 2021.

The following table shows transactions with our affiliates which are reflected in our consolidated statements of operations (in millions):. For a further description of our related party agreements, see our 2021 Annual Report on Form 10-K.
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Revenues at CEQP and CMLP(1)
$140.8 $7.1 $372.7 $25.2 
Costs of product/services sold at CEQP and CMLP(2)
$51.3 $34.8 $232.9 $101.3 
Operations and maintenance expenses at CEQP and CMLP charged to our unconsolidated affiliates(3)
$2.6 $5.1 $12.4 $16.8 
General and administrative expenses charged by CEQP to CMLP, net(4)
$8.5 $11.9 $23.5 $24.4 
General and administrative expenses at CEQP and CMLP(5)
$— $— $1.3 $— 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Gathering and processing revenues at CEQP and CMLP$0.5
 $0.7
 $1.4
 $2.1
Gathering and processing costs of product/services sold at CEQP and CMLP(1)
$3.7
 $5.0
 $11.8
 $13.7
Operations and maintenance expenses at CEQP and CMLP(2)
$6.6
 $1.8
 $16.4
 $3.5
General and administrative expenses charged by CEQP to CMLP, net(3)
$4.4
 $2.7
 $14.8
 $9.6
General and administrative expenses at CEQP charged from Crestwood Holdings, net(4)
$(0.2) $(0.5) $(0.4) $(0.6)


(1)Represents natural gas purchases from Sabine.
(2)
We have operating agreements with certain of our unconsolidated affiliates pursuant(1)Includes (i) $83.0 million and $218.9 million during the three and nine months ended September 30, 2022 primarily related to the sale of crude oil and NGLs to a subsidiary of Chord Energy Corporation (formerly Oasis Petroleum Inc.); (ii) $57.4 million and $148.6 million during the three and nine months ended September 30, 2022 primarily related to which we charge them operations and maintenance expenses in accordance with their respective agreements. During the three and nine months ended September 30, 2017, we charged $2.0 million and $6.5 million to Stagecoach Gas, $0.8 million and $2.6 million to Tres Palacios, $3.7 million and $7.0 million to Crestwood Permian and $0.1 million and $0.3 million to Jackalope. During the three and nine months ended September 30, 2016, we charged $0.8 million and $2.2 million to Tres Palacios and $1.0 million and$1.3 million to Stagecoach Gas.
(3)Includes $5.2 million and $17.1 million of net unit-based compensation charges allocated from CEQP to CMLP for the three and nine months ended September 30, 2017 and $3.5 million and $11.9 million for the three and nine months ended September 30, 2016. In addition, CMLP shares common management, general and administrative and overhead costs with CEQP. During both the three and nine months ended September 30, 2017 and 2016, CMLP allocated $0.8 million and $2.3 million of general and administrative costs to CEQP.
(4)Includes less than $1.1 million and $1.9 million unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the three and nine months ended September 30, 2017 and $0.6 million and $1.5 million during the three and nine months ended September 30, 2016.

The following table shows accounts receivable and accounts payable from our affiliates (in millions):
 September 30,
2017		 December 31,
2016
Accounts receivable at CEQP and CMLP$9.8
 $5.6
Accounts payable at CEQP$9.7
 $2.5
Accounts payable at CMLP$7.2
 $—


Note 12 – Segments

Financial Information

We have three operating and reportable segments: (i) gathering and processing operations;services under agreements with a subsidiary of Chord Energy Corporation (formerly Oasis Petroleum Inc.); (iii) $0.3 million and $3.9 million during the three and nine months ended September 30, 2022 and $7.1 million and $25.2 million during the three and nine months ended September 30, 2021 related to the sale of NGLs to a subsidiary of Crestwood Permian; and (iv) $0.1 million and $1.3 million during the three and nine months ended September 30, 2022 related to compressor leases with a subsidiary of Crestwood Permian;
(2)Includes (i) $41.5 million and $114.1 million during the three and nine months ended September 30, 2022 primarily related to purchases of NGLs from a subsidiary of Chord Energy Corporation (formerly Oasis Petroleum, Inc.); (ii) storage$9.2 million and transportation operations;$116.8 million during the three and nine months ended September 30, 2022 and $30.4 million and $75.5 million during the three and nine months ended September 30, 2021 related to purchases of natural gas and NGLs from a subsidiary of Crestwood Permian; (iii) marketing, supply$0.3 million and logistics operations. Our corporate operations include all general$1.7 million during the three and administrative expenses that are not allocatednine months ended September 30, 2022 and $0.2 million and $11.3 million during the three and nine months ended September 30, 2021 primarily related to our reportable segments. purchases of natural gas from a subsidiary of Tres Holdings; (iv) $0.3 million during both the three and nine months ended September 31, 2022 related to gathering services under agreements Crestwood Permian Basin; and (v) $4.2 million and $14.5 million during the three and nine months ended September 30, 2021 related to purchases of NGLs from Ascent Resources - Utica, LLC, an affiliate of Crestwood Holdings.
(3)We assess the performancehave operating agreements with certain of our operating segments based on EBITDA,unconsolidated affiliates pursuant to which is definedwe charge them operations and maintenance expenses in accordance with their respective agreements, and these charges are reflected as income before income taxes, plus debt-related costs (interesta reduction of operations and debt expense, netmaintenance expenses in our consolidated statements of operations. During the three and gain (loss) on modification/extinguishmentnine months ended September 30, 2022, we charged $1.2 million and $3.5 million to Tres Holdings, $1.0 million to Crestwood Permian Basin in both periods and $0.4 million and $7.9 million to Crestwood Permian. During the three and nine months ended September 30, 2021, we charged $0.1 million and $3.4 million to Stagecoach Gas, $1.2 million and $3.6 million to Tres Holdings and $3.8 million and $9.8 million to Crestwood Permian.
(4)Includes $9.6 million and $26.8 million of debt)unit-based compensation charges allocated from CEQP to CMLP during the three and depreciation, amortizationnine months ended September 30, 2022 and accretion expense.

Below is a reconciliation of CEQP's net income (loss) to EBITDA (in millions):
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net income (loss)$(27.9) $3.0
 $(47.0) $(127.8)
Add:       
Interest and debt expense, net24.2
 27.5
 74.8
 97.9
(Gain) loss on modification/extinguishment of debt—
 —
 37.7
 (10.0)
Provision for income taxes0.1
 0.2
 —
 0.2
Depreciation, amortization and accretion48.1
 50.3
 145.2
 177.0
EBITDA$44.5
 $81.0
 $210.7
 $137.3

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The following tables summarize CEQP's reportable segment data$12.9 million and $27.4 million for the three and nine months ended September 30, 2017 and 2016 (in millions). Intersegment revenues included in the following tables are accounted for as arms-length transactions that apply our revenue recognition policies described in our 2016 Annual Report on Form 10-K. Included in earnings from unconsolidated affiliates, net below was approximately $10.02021. In addition, includes $1.1 million and $8.3$3.3 million of depreciationCMLP’s general and amortization expense and gains (losses) on long-lived assets, net relatedadministrative costs allocated to our equity investments forCEQP during the three months ended September 30, 2017 and 2016 and $25.7 million and $15.3 million for the nine months ended September 30, 20172022 and 2016.
 Three Months Ended September 30, 2017
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$434.4
 $6.2
 $515.0
 $—
 $955.6
Intersegment revenues29.9
 1.2
 (31.1) —
 —
Costs of product/services sold378.6
 0.2
 479.7
 —
 858.5
Operations and maintenance expense16.2
 1.0
 18.3
 —
 35.5
General and administrative expense—
 —
 —
 22.5
 22.5
Gain (loss) on long-lived assets(3.9) —
 0.6
 (3.0) (6.3)
Earnings from unconsolidated affiliates, net4.3
 7.2
 —
 —
 11.5
Other income, net—
 —
 —
 0.2
 0.2
EBITDA$69.9
 $13.4
 $(13.5) $(25.3) $44.5
Goodwill$45.9
 $—
 $153.1
 $—
 $199.0
Total assets$2,452.2
 $1,049.9
 $1,002.3
 $20.9
 $4,525.3
 Three Months Ended September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$279.3
 $18.3
 $290.0
 $—
 $587.6
Intersegment revenues24.8
 1.5
 (26.3) —
 —
Costs of product/services sold226.1
 0.1
 240.5
 —
 466.7
Operations and maintenance expense17.4
 2.5
 13.2
 —
 33.1
General and administrative expense—
 —
 —
 18.3
 18.3
Loss on long-lived assets(2.0) (0.1) —
 —
 (2.1)
Earnings from unconsolidated affiliates, net5.5
 7.9
 —
 —
 13.4
Other income, net—
 —
 —
 0.2
 0.2
EBITDA$64.1
 $25.0
 $10.0
 $(18.1) $81.0

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 Nine Months Ended September 30, 2017
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$1,208.1
 $24.7
 $1,401.2
 $—
 $2,634.0
Intersegment revenues94.3
 4.7
 (99.0) —
 —
Costs of product/services sold1,049.9
 0.3
 1,221.4
 —
 2,271.6
Operations and maintenance expense51.8
 3.4
 48.2
 —
 103.4
General and administrative expense—
 —
 —
 71.6
 71.6
Gain (loss) on long-lived assets(3.9) —
 0.6
 (3.0) (6.3)
Earnings from unconsolidated affiliates, net7.7
 21.5
 —
 —
 29.2
Other income, net—
 —
 —
 0.4
 0.4
EBITDA$204.5
 $47.2
 $33.2
 $(74.2) $210.7
Goodwill$45.9
 $—
 $153.1
 $—
 $199.0
Total assets$2,452.2
 $1,049.9
 $1,002.3
 $20.9
 $4,525.3

 Nine Months Ended September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$787.7
 $131.5
 $806.3
 $—
 $1,725.5
Intersegment revenues75.9
 3.0
 (78.9) —
 —
Costs of product/services sold632.2
 4.9
 643.0
 —
 1,280.1
Operations and maintenance expense56.1
 18.2
 45.6
 —
 119.9
General and administrative expense—
 —
 —
 70.2
 70.2
Loss on long-lived assets(2.0) (32.8) —
 —
 (34.8)
Goodwill impairment(8.6) (13.7) (87.4) —
 (109.7)
Earnings from unconsolidated affiliates, net16.5
 9.6
 —
 —
 26.1
Other income, net—
 —
 —
 0.4
 0.4
EBITDA$181.2
 $74.5
 $(48.6) $(69.8) $137.3

Below is a reconciliation of CMLP's net income (loss) to EBITDA (in millions):

 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net income (loss)$(29.8) $0.6
 $(53.1) $(130.3)
Add:       
Interest and debt expense, net24.2
 27.5
 74.8
 97.9
(Gain) loss on modification/extinguishment of debt—
 —
 37.7
 (10.0)
Provision for income taxes0.1
 —
 —
 —
Depreciation, amortization and accretion50.9
 53.2
 153.5
 185.2
EBITDA$45.4
 $81.3
 $212.9
 $142.8


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The following tables summarize CMLP's reportable segment data$1.0 million and $3.0 million for the three and nine months ended September 30, 20172021.
(5)Represents general and 2016 (in millionsadministrative expenses related to a transition services agreement with Chord Energy Corporation (formerly Oasis Petroleum Inc.). Intersegment revenues included in the

The following tablestable shows balances with our affiliates which are accounted for as arms-length transactions that apply our revenue recognition policies describedreflected in our 2016 Annual Report on Form 10-K. Included consolidated balance sheets (in earnings from unconsolidated affiliates, net below was approximately $10.0 million and $8.3 million of depreciation and amortization expense and gains (losses) on long-lived assets, net related to our equity investments for the three months ended September 30, 2017 and 2016 and $25.7 million and $15.3 million for the nine months ended September 30, 2017 and 2016.millions):
September 30,
2022		December 31,
2021
Accounts receivable at CEQP and CMLP$1.6 $8.2 
Accounts payable at CEQP and CMLP$2.2 $12.0 
40
 Three Months Ended September 30, 2017
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$434.4
 $6.2
 $515.0
 $—
 $955.6
Intersegment revenues29.9
 1.2
 (31.1) —
 —
Costs of product/services sold378.6
 0.2
 479.7
 —
 858.5
Operations and maintenance expense16.2
 1.0
 18.3
 —
 35.5
General and administrative expense—
 —
 —
 21.4
 21.4
Gain (loss) on long-lived assets(3.9) —
 0.6
 (3.0) (6.3)
Earnings from unconsolidated affiliates, net4.3
 7.2
 —
 —
 11.5
EBITDA$69.9
 $13.4
 $(13.5) $(24.4) $45.4
Goodwill$45.9
 $—
 $153.1
 $—
 $199.0
Total assets$2,643.7
 $1,049.9
 $1,002.3
 $13.1
 $4,709.0
 Three Months Ended September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$279.3
 $18.3
 $290.0
 $—
 $587.6
Intersegment revenues24.8
 1.5
 (26.3) —
 —
Costs of product/services sold226.1
 0.1
 240.5
 —
 466.7
Operations and maintenance expense17.4
 3.0
 13.2
 —
 33.6
General and administrative expense—
 —
 —
 17.3
 17.3
Loss on long-lived assets(2.0) (0.1) —
 —
 (2.1)
Earnings from unconsolidated affiliates, net5.5
 7.9
 —
 —
 13.4
EBITDA$64.1
 $24.5
 $10.0
 $(17.3) $81.3
 Nine Months Ended September 30, 2017
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$1,208.1
 $24.7
 $1,401.2
 $—
 $2,634.0
Intersegment revenues94.3
 4.7
 (99.0) —
 —
Costs of product/services sold1,049.9
 0.3
 1,221.4
 —
 2,271.6
Operations and maintenance expense51.8
 3.4
 48.2
 —
 103.4
General and administrative expense—
 —
 —
 69.0
 69.0
Gain (loss) on long-lived assets(3.9) —
 0.6
 (3.0) (6.3)
Earnings from unconsolidated affiliates, net7.7
 21.5
 —
 —
 29.2
EBITDA$204.5
 $47.2
 $33.2
 $(72.0) $212.9
Goodwill$45.9
 $—
 $153.1
 $—
 $199.0
Total assets$2,643.7
 $1,049.9
 $1,002.3
 $13.1
 $4,709.0


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 Nine Months Ended September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Corporate Total
Revenues$787.7
 $131.5
 $806.3
 $—
 $1,725.5
Intersegment revenues75.9
 3.0
 (78.9) —
 —
Costs of product/services sold632.2
 4.9
 643.0
 —
 1,280.1
Operations and maintenance expense56.1
 15.0
 45.6
 —
 116.7
General and administrative expense—
 —
 —
 67.5
 67.5
Loss on long-lived assets(2.0) (32.8) —
 —
 (34.8)
Goodwill impairment(8.6) (13.7) (87.4) —
 (109.7)
Earnings from unconsolidated affiliates, net16.5
 9.6
 —
 —
 26.1
EBITDA$181.2
 $77.7
 $(48.6) $(67.5) $142.8


Note 13 – Condensed Consolidating Financial Information

Crestwood Midstream is a holding company (Parent) and owns no operating assets and has no significant operations independent of its subsidiaries. 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 Infrastructure Holdings LLC, Crestwood Niobrara, Crestwood Pipeline and Storage Northeast LLC (Crestwood Northeast), 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 September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016.  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.

The condensed consolidating financial statements for the three and nine months ended September 30, 2016 include reclassifications that were made to conform to the current year presentation, none of which impacted previously reported net income (loss) or partners’ capital. In particular, the condensed consolidating statement of operations was modified to consider the impact of net income (loss) attributable to non-controlling partners in subsidiaries in arriving at equity in net income (loss) of subsidiaries in the parent and eliminations columns of those statements.

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Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
September 30, 2017
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Assets         
Current assets:         
Cash$1.1
 $—
 $—
 $—
 $1.1
Accounts receivable—
 341.0
 3.7
 —
 344.7
Inventory—
 92.9
 —
 —
 92.9
Other current assets—
 13.0
 —
 —
 13.0
Total current assets1.1
 446.9
 3.7
 —
 451.7
          
Property, plant and equipment, net—
 2,242.2
 —
 —
 2,242.2
Goodwill and intangible assets, net—
 814.0
 —
 —
 814.0
Investment in consolidated affiliates4,025.8
 —
 —
 (4,025.8) —
Investment in unconsolidated affiliates—
 —
 1,198.5
 —
 1,198.5
Other assets—
 2.6
 —
 —
 2.6
Total assets$4,026.9
 $3,505.7
 $1,202.2
 $(4,025.8) $4,709.0
          
Liabilities and partners' capital         
Current liabilities:         
Accounts payable$—
 $310.0
 $—
 $—
 $310.0
Other current liabilities39.9
 125.4
 —
 —
 165.3
Total current liabilities39.9
 435.4
 —
 —
 475.3
          
Long-term liabilities:         
Long-term debt, less current portion1,614.6
 0.8
 —
 —
 1,615.4
Other long-term liabilities—
 45.3
 —
 —
 45.3
Deferred income taxes—
 0.7
 —
 —
 0.7
          
Partners' capital2,372.4
 3,023.5
 1,002.3
 (4,025.8) 2,372.4
Interest of non-controlling partners in subsidiaries—
 —
 199.9
 —
 199.9
Total partners' capital2,372.4
 3,023.5
 1,202.2
 (4,025.8) 2,572.3
Total liabilities and partners' capital$4,026.9
 $3,505.7
 $1,202.2
 $(4,025.8) $4,709.0

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Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
December 31, 2016
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Assets         
Current assets:         
Cash$1.3
 $—
 $—
 $—
 $1.3
Accounts receivable—
 289.3
 0.5
 —
 289.8
Inventory—
 66.0
 —
 —
 66.0
Other current assets—
 16.0
 —
 —
 16.0
Total current assets1.3
 371.3
 0.5
 —
 373.1
          
Property, plant and equipment, net—
 2,298.4
 —
 —
 2,298.4
Goodwill and intangible assets, net—
 851.9
 —
 —
 851.9
Investment in consolidated affiliates4,093.7
 —
 —
 (4,093.7) —
Investment in unconsolidated affiliates—
 —
 1,115.4
 —
 1,115.4
Other assets—
 1.8
 —
 —
 1.8
Total assets$4,095.0
 $3,523.4
 $1,115.9
 $(4,093.7) $4,640.6
          
Liabilities and partners' capital         
Current liabilities:         
Accounts payable$—
 $214.5
 $—
 $—
 $214.5
Other current liabilities23.1
 94.4
 —
 —
 117.5
Total current liabilities23.1
 308.9
 —
 —
 332.0
          
Long-term liabilities:         
Long-term debt, less current portion1,521.2
 1.5
 —
 —
 1,522.7
Other long-term liabilities—
 42.0
 —
 —
 42.0
Deferred income taxes—
 0.7
 —
 —
 0.7
          
Partners' capital2,550.7
 3,170.3
 923.4
 (4,093.7) 2,550.7
Interest of non-controlling partners in subsidiaries—
 —
 192.5
 —
 192.5
Total partners' capital2,550.7
 3,170.3
 1,115.9
 (4,093.7) 2,743.2
Total liabilities and partners' capital$4,095.0
 $3,523.4
 $1,115.9
 $(4,093.7) $4,640.6



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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2017
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Revenues$—
 $955.6
 $—
 $—
 $955.6
Costs of product/services sold—
 858.5
 —
 —
 858.5
Expenses:         
Operations and maintenance—
 35.5
 —
 —
 35.5
General and administrative15.2
 6.2
 —
 —
 21.4
Depreciation, amortization and accretion—
 50.9
 —
 —
 50.9
 15.2
 92.6
 —
 —
 107.8
Other operating expense:         
Loss on long-lived assets, net—
 (6.3) —
 —
 (6.3)
Operating loss(15.2) (1.8) —
 —
 (17.0)
Earnings from unconsolidated affiliates, net—
 —
 11.5
 —
 11.5
Interest and debt expense, net(24.2) —
 —
 —
 (24.2)
Equity in net income (loss) of subsidiaries3.2
 —
 —
 (3.2) —
Income (loss) before income taxes(36.2) (1.8) 11.5
 (3.2) (29.7)
Provision for income taxes—
 (0.1) —
 —
 (0.1)
Net income (loss)(36.2) (1.9) 11.5
 (3.2) (29.8)
Net income attributable to non-controlling partners in subsidiaries—
 —
 6.4
 —
 6.4
Net income (loss) attributable to Crestwood Midstream Partners LP$(36.2) $(1.9) $5.1
 $(3.2) $(36.2)

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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2016
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
��Eliminations Consolidated
Revenues$—
 $587.6
 $—
 $—
 $587.6
Costs of product/services sold—
 466.7
 —
 —
 466.7
Expenses:         
Operations and maintenance—
 33.6
 —
 —
 33.6
General and administrative13.3
 4.0
 —
 —
 17.3
Depreciation, amortization and accretion—
 53.2
 —
 —
 53.2
 13.3
 90.8
 —
 —
 104.1
Other operating expense:         
Loss on long-lived assets, net—
 (2.1) —
 —
 (2.1)
Operating income (loss)(13.3) 28.0
 —
 —
 14.7
Earnings from unconsolidated affiliates, net—
 —
 13.4
 —
 13.4
Interest and debt expense, net(27.5) —
 —
 —
 (27.5)
Equity in net income (loss) of subsidiaries35.3
 —
 —
 (35.3) —
Net income (loss)(5.5) 28.0
 13.4
 (35.3) 0.6
Net income attributable to non-controlling partners in subsidiaries—
 —
 6.1
 —
 6.1
Net income (loss) attributable to Crestwood Midstream Partners LP(5.5) 28.0
 7.3
 (35.3) (5.5)


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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2017
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Revenues$—
 $2,634.0
 $—
 $—
 $2,634.0
Costs of product/services sold—
 2,271.6
 —
 —
 2,271.6
Expenses:         
Operations and maintenance—
 103.4
 —
 —
 103.4
General and administrative50.1
 18.9
 —
 —
 69.0
Depreciation, amortization and accretion—
 153.5
 —
 —
 153.5
 50.1
 275.8
 —
 —
 325.9
Other operating expense:         
Loss on long-lived assets, net—
 (6.3) —
 —
 (6.3)
Operating income (loss)(50.1) 80.3
 —
 —
 30.2
Earnings from unconsolidated affiliates, net—
 —
 29.2
 —
 29.2
Interest and debt expense, net(74.8) —
 —
 —
 (74.8)
Loss on modification/extinguishment of debt(37.7) —
 —
 —
 (37.7)
Equity in net income (loss) of subsidiaries90.7
 —
 —
 (90.7) —
Net income (loss)(71.9) 80.3
 29.2
 (90.7) (53.1)
Net income attributable to non-controlling partners in subsidiaries—
 —
 18.8
 —
 18.8
Net income (loss) attributable to Crestwood Midstream Partners LP$(71.9) $80.3
 $10.4
 $(90.7) $(71.9)

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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2016
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Revenues$—
 $1,725.5
 $—
 $—
 $1,725.5
Costs of product/services sold—
 1,280.1
 —
 —
 1,280.1
Expenses:         
Operations and maintenance—
 116.7
 —
 —
 116.7
General and administrative54.2
 13.3
 —
 —
 67.5
Depreciation, amortization and accretion—
 185.2
 —
 —
 185.2
 54.2
 315.2
 —
 —
 369.4
Other operating expense:         
Loss on long-lived assets, net—
 (34.8) —
 —
 (34.8)
Goodwill Impairment—
 (109.7) —
 —
 (109.7)
Operating loss(54.2) (14.3) —
 —
 (68.5)
Earnings from unconsolidated affiliates, net—
 —
 26.1
 —
 26.1
Interest and debt expense, net(97.9) —
 —
 —
 (97.9)
Gain on modification/extinguishment of debt10.0
 —
 —
 —
 10.0
Equity in net income (loss) of subsidiaries(6.2) —
 —
 6.2
 —
Net income (loss)(148.3) (14.3) 26.1
 6.2
 (130.3)
Net income attributable to non-controlling partners in subsidiaries—
 —
 18.0
 —
 18.0
Net income (loss) attributable to Crestwood Midstream Partners LP$(148.3) $(14.3) $8.1
 $6.2
 $(148.3)

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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2017
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:$(102.6) $312.0
 $23.5
 $—
 $232.9
          
Cash flows from investing activities:         
Purchases of property, plant and equipment(5.8) (128.6) —
 —
 (134.4)
Investment in unconsolidated affiliates—
 —
 (46.5) —
 (46.5)
Capital distributions from unconsolidated affiliates—
 —
 35.3
 —
 35.3
Net proceeds from sale of assets—
 1.3
 —
 —
 1.3
Capital distributions from consolidated affiliates0.9
 —
 —
 (0.9) —
Net cash used in investing activities(4.9) (127.3) (11.2) (0.9) (144.3)
          
Cash flows from financing activities:         
Proceeds from the issuance of long-term debt2,209.8
 —
 —
 —
 2,209.8
Payments on long-term debt(2,157.9) (1.3) —
 —
 (2,159.2)
Payments on capital leases—
 (2.2) —
 —
 (2.2)
Payments for debt-related deferred costs(1.0) —
 —
 —
 (1.0)
Distributions paid(119.5) —
 (11.4) —
 (130.9)
Distributions to parent—
 —
 (0.9) 0.9
 —
Taxes paid for unit-based compensation vesting—
 (5.3) —
 —
 (5.3)
Change in intercompany balances175.9
 (175.9) —
 —
 —
Net cash provided by (used in) financing activities107.3
 (184.7) (12.3) 0.9
 (88.8)
          
Net change in cash(0.2) —
 —
 —
 (0.2)
Cash at beginning of period1.3
 —
 —
 —
 1.3
Cash at end of period$1.1
 $—
 $—
 $—
 $1.1

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Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2016
(in millions)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:$(140.4) $371.3
 $19.9
 $—
 $250.8
          
Cash flows from investing activities:         
Purchases of property, plant and equipment(1.6) (77.7) —
 —
 (79.3)
Investment in unconsolidated affiliates—
 —
 (6.2) —
 (6.2)
Capital distributions from unconsolidated affiliates—
 —
 9.2
 —
 9.2
Net proceeds from sale of assets

—
 943.1
 —
 —
 943.1
Capital distributions from consolidated affiliates11.5
 —
 —
 (11.5) —
Net cash provided by (used in) investing activities9.9
 865.4
 3.0
 (11.5) 866.8
          
Cash flows from financing activities:         
Proceeds from the issuance of long-term debt1,364.0
 —
 —
 —
 1,364.0
Payments on long-term debt(2,278.4) (0.8) —
 —
 (2,279.2)
Payments on capital leases—
 (1.5) —
 —
 (1.5)
Payments for debt-related deferred costs(3.4) —
 —
 —
 (3.4)
Distributions paid(185.0) —
 (11.4) —
 (196.4)
Distributions to parent—
 —
 (11.5) 11.5
 —
Taxes paid for unit-based compensation vesting—
 (0.8) —
 —
 (0.8)
Change in intercompany balances1,233.7
 (1,233.7) —
 —
 —
Other—
 0.1
 —
 —
 0.1
Net cash provided by (used in) financing activities130.9
 (1,236.7) (22.9) 11.5
 (1,117.2)
          
Net change in cash0.4
 —
 —
 —
 0.4
Cash at beginning of period0.1
 —
 —
 —
 0.1
Cash at end of period$0.5
 $—
 $—
 $—
 $0.5


Note 14– Subsequent Event

In October 2017, we entered into a Purchase Agreement with an affiliate of Kissner Group Holdings LP to sell 100% of our equity interests in US Salt, LLC (US Salt) for approximately $225 million. US Salt is a solution mining and salt production company located on the shores of Seneca Lake near Watkins Glen in Schuyler County, New York. US Salt is included in our marketing, supply and logistics segment. Subject to the terms and conditions of the Purchase Agreement (including customary closing conditions and purchase price adjustments), we expect to close the transaction during the fourth quarter of 2017. The impact of this transaction has not been reflected in this Quarterly Report on Form 10-Q as of and for the three and nine months ended September 30, 2017.



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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and the accompanying footnotes and Part II, Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our 20162021 Annual Report on Form 10-K.


This report, including information included or incorporated by reference herein, contains forward-looking statements concerning the financial condition, results of operations, plans, objectives, future performance and business of our companyCompany and its subsidiaries. These forward-looking statements include:


•statements that are not historical in nature, including, but not limited to: (i) our belief that anticipated cash from operations, cash distributions from entities that we control, and borrowing capacity under our credit facilityfacilities will be sufficient to meet our anticipated liquidity needs for the foreseeable future; and (ii) our belief that we do not have material potential liability in connection with legal proceedings that would have a significant financial impact on our consolidated financial condition, results of operations or cash flows; and (iii) our belief that our assets will continue to benefit from the development of unconventional shale plays as significant supply basins; and


•statements preceded by, followed by or that contain forward-looking terminology including the words “believe,” “expect,” “may,” “will,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions.


Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:


•our ability to successfully implement our business plan for our assets and operations;
•governmental legislation and regulations;
•industry factors that influence the supply of and demand for crude oil, natural gas and NGLs;
•industry factors that influence the demand for services in the markets (particularly unconventional shale plays) in which we provide services;
•weather conditions;
•outbreak of illness, pandemic or any other public health crisis, including the COVID-19 pandemic;
•the availability of crude oil, natural gas and NGLs, and the price of those commodities, to consumers relative to the price of alternative and competing fuels;
•the availability of storage for hydrocarbons;
•the ability of members of the Organization of Petroleum Exporting Countries (OPEC) and other oil-producing countries to agree and maintain oil price and production controls;
•economic conditions;
•costs or difficulties related to the integration of acquisitions and success of our existing businesses and acquisitions;joint ventures’ operations;
•environmental claims;
•operating hazards and other risks incidental to the provision of midstream services, including gathering, compressing, treating, processing, fractionating, transporting and storing energy products (i.e., crude oil, NGLs and natural gas) and related products (i.e., produced water);
•interest rates;
•the price and availability of debt and equity financing;financing, including our ability to raise capital through alternatives like joint ventures; and
•the ability to sell or monetize assets, in the current market, to reduce indebtedness, to repurchase our equity securities, to make strategic investments, or for other general partnership purposes.


For additional factors that could cause actual results to be materially different from those described in the forward-looking statements, see Part I, Item IA.1A. Risk Factors of our 20162021 Annual Report on Form 10-K.


Outlook and Trends


Our business objective is to create long-term value for our unitholders. We expect to create long-term value for our investors by consistently generating stable operating marginmargins and improvedimproving cash flows from our diversified midstream operations by prudently financing investments in our investments,assets and expansions of our portfolio, maximizing throughput and optimizing services on our assets, and effectively controlling our capital expenditures, operating and administrative costs. Our business strategy depends, in part, on our ability to provide increased services to our customers at competitive fees, including opportunities to expand our services resulting from expansions, organic growth projects and acquisitions that can be financed appropriately.

We have positioned the Company to generate consistent results in a low commodity price environment without sacrificing revenue upside. For example, many of our G&P assets are supported by long-term, core acreage dedications in shale plays that are economic to varying degrees based upon natural gas, NGL and crude oil prices, the availability of infrastructure to flow production to market, and the operational and financial condition of our diverse customer base. We believe the diversity of our asset portfolio, the risk and cost sharing nature of our strategic joint ventures, the wide range of services provided by our

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investments, and our extensive customer portfolio collectively position us to be successful in the current market, which has been impacted by prolonged low commodity prices. In addition,We have taken a substantial portionnumber of our midstream investments are based on fixed fee, take-or-pay or minimum volume commitment agreements that ensure a minimum level of cash flow regardless of actual commodity prices or volumetric throughput.

For the remainder of 2017 and beyond, we will continue to execute on our planstrategic steps to better position the Company to emerge from this challenging market environment as a stronger, better capitalized company that can sustainably resume growingaccretively grow cash flows and as an industry leader in Environmental, Social and Governance (ESG) efforts.

We continue to drive our long-term growth strategy through disciplined capital investments utilizing our current financial flexibility, and on February 1, 2022, we acquired Oasis Midstream in an equity and cash transaction valued at approximately $1.8 billion. Pursuant to the merger agreement, Oasis Petroleum received $150 million in cash plus 20.9 million newly issued CEQP common units in exchange for its distributions. We will remain focused on efficiently allocating capital expenditures, eliminating costs (through increased operating efficiencies and cost discipline) and strengthening our balance sheet. We expect to focus on expansion and greenfield opportunities33.8 million common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received 12.9 million newly issued CEQP common units in exchange for the 14.8 million Oasis Midstream common units held by them. Additionally, under the merger agreement, Oasis Petroleum received a $10 million cash payment for its ownership of the general partner of Oasis Midstream. This transaction further solidifies Crestwood’s competitive position in the Delaware PermianWilliston Basin with exposure to approximately 1,200 drilling locations and 535,000 dedicated acres and expands the Bakken shale as further described in "Segment Highlights" below.

Regulatory Matters

Many aspects of the energy midstream sector, such as crude-by-rail activities and pipeline integrity, have experienced increased regulatory oversight over the past few years. Prior to the 2016 presidential election, we expected the trend of greater regulatory oversight to continue for the foreseeable future, However, the election results and anticipated changes in policy could lessen the degree of regulatory scrutiny we face in the near term.

Segment Highlights

Below is a discussion of events that highlight our core business and financing activities.

Gathering and Processing

Bakken. In the Bakken, we are expanding and upgrading our Arrow system water handling facilities, increasing natural gas capacity on the system, and constructing a 30 million cubic feet per day (MMcf/d) natural gas processing facility and associated pipelines that we expect to place into service in late 2017. We believe the installation of a gas processing solution on the Arrow system will, among other things, spur greater development activity around the Arrow system, allow us to provide greater flow assurance to our producer customers, and reduce the downstream constraints currently experienced by producers on the Fort Berthold Indian Reservation. The anticipated cost of this natural gas processing facility and associated pipeline is approximately $115 million.In conjunctionCompany’s relationship with this project, we are negotiating various amendments and extensions with several of our producer customers, and the impact of these contract negotiations is not expected to have a material impact to our 2017 results of operations.
Delaware Permian. In the Delaware Permian, we have identifiedOasis Petroleum. Additionally, Oasis Midstream’s Wild Basin gathering and processing assets are highly complementary with our Arrow gathering system and transportationBear Den processing facility which provides for immediate opportunities into drive cost savings and around our existing assets, including our joint ventures. Through our Crestwood Permian joint venture, we are expanding both our processing capacity in the region, which includes the constructioncommercial synergies and better utilization of a 200 MMcf/d naturalavailable gas processing facility in Orla, Texas, and associated pipelines, as well as our interconnection capacity to accommodate greater takeaway optionscapacity.

During the third quarter of 2022, we executed a series of strategic transactions including (i) the acquisition of Sendero for residue gas and NGLs. The initial costapproximately $631 million, (ii) the acquisition of the expansion project is expected to cost approximately $170 million with an in-service date in the second half of 2018. We are also developing a crude oil and condensate storage terminal near Orla, Texas that would offer condensate stabilization, truck loading/unloading options and connections to third party pipelines. In addition, we are developing a produced water gathering, disposal and recycling facility in the Delaware Permian. We continue to believe that we are positioned well to benefit from the continued build-out of this world-class resource.

On June 21, 2017, we contributed to Crestwood Permian 100% of theequity interest of Crestwood New Mexico Pipeline LLC (Crestwood New Mexico), our wholly-owned subsidiary that owns our Delaware Basin assets located in Eddy County, New Mexico. This contribution was treated as a transaction between entities under common control, and accordingly we deconsolidated Crestwood New Mexico and our investment in Crestwood Permian was increased by the historical book value of these assets of approximately $69.4 million. In conjunction with this contribution, First Reserve has agreed to contribute to Crestwood Permian the first $151 million of capital costs required to fund the expansion of the Delaware Basin assets, which includes the Orla processing plant and associated pipelines. In October 2017, CPB Subsidiary Holdings LLC, a wholly-subsidiary of Crestwood Permian, entered into a credit agreement with certain lenders. The five year term credit agreement allows for revolving loans, letters of credit and swingline loans in an aggregate principal amount of up to $150 million. Borrowings under the credit agreement will be used to fund expansion projects and for general corporate purposes.

Crestwood Permian Basin has a long-term agreement with SWEPI to construct, own and operate a natural gas gathering system in SWEPI's operated position in the Delaware Permian. SWEPI has dedicated to Crestwood Permian Basin approximately 100,000 acres and gathering rights for SWEPI's gas production across a large acreage position in Loving, Reeves, Ward and Culberson Counties, Texas. The Nautilus gathering system is designed to include 194 miles of low pressure gathering lines, 36

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miles of high pressure trunklines and centralized compression facilities which are expandable over time as production increases, producing gas gathering capacity of approximately 250 MMcf/d. The initial build-out of the Nautilus gathering system was completed on June 6, 2017 and includes 20 receipt point meters, 60 miles of pipeline, a 24-mile high pressure header system, 10,800 horsepower of compression and a high pressure delivery point. Crestwood Permian Basin provides gathering, dehydration, compression and liquids handling services to SWEPI on a fixed fee basis. In October 2017, Shell Midstream purchased aReserve’s 50% equity interest in Crestwood Permian Basinin exchange for approximately $37.9$6 million in cash. See Item 1. Financial Statements, Note 4cash and approximately 11.3 million CEQP common units, and (iii) the divestitures of our Barnett and Marcellus Shale assets for additional information regardingapproximately $290 million and $206 million, respectively. The Sendero Acquisition adds more than 75,000 dedicated acres and over 1,200 existing and new drilling locations in the Delaware Basin. In addition, Sendero’s assets are highly complementary to Crestwood Permian’s Willow Lake system and are being integrated with minimal capital investment, enabling the Company to capture substantial cost and commercial synergies resulting in approximately 550 MMcf/d of processing capacity. The acquisition of Sendero and First Reserve’s 50% equity interest in the Crestwood Permian joint venture significantly increases the Company’s position in the Delaware Basin.


DuringThe divestitures of the first halfCowtown, Lake Arlington and Alliance systems as well as our Marcellus natural gas gathering and compression assets will represent a full exit of 2017,our operations in the Barnett and Marcellus Shales. These divestitures allow the Company to focus on building and optimizing its gathering and processing positions in the Williston, Delaware and Powder River Basins which best positions the Company to deliver long-term value to its unitholders.

In addition to the strategic transactions discussed above, we terminatedhave also taken steps to (i) minimize capital expenditures to better align with development activity by our gathering and processing customers; (ii) realign our organization to reduce operating and administrative expenses; (iii) engage with our customers to maintain volumes across our asset portfolio; (iv) optimize our storage, transportation and marketing assets to take advantage of regional commodity price volatility; and (v) evaluate our debt and equity structure to preserve liquidity and ensure balance sheet strength. Given our efforts over the past few years to improve the Partnership’s competitive position in the businesses we operate, manage costs and improve margins and create a stronger balance sheet, we believe we are well positioned to execute its business plan.

Other Developments

Bakken DAPL Matter. In July 2020, a U.S. District Court (District Court) ordered the Dakota Access Pipeline (DAPL) to cease operation based on an agreement with a large produceralleged procedural permitting failure. On August 5, 2020, the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) stayed the DAPL shutdown, and subsequently issued an opinion upholding the District Court’s decision on the merits, but not prohibiting DAPL’s continued operation. The plaintiffs sought another injunction against DAPL’s operation, which was denied by the District Court in May 2021. As required by the District Court, the U.S. Army Corps of Engineers is currently conducting an environmental impact statement, which is currently expected to develop a three-streambe complete in 2023. We expect DAPL will remain in operation while the environmental impact statement is being completed.

The Oasis Midstream Wild Basin gathering system connects to the Arrow system and is capable of transporting all of its volumes to the Arrow system. The Arrow gathering system currently connects to the DAPL, Kinder Morgan Hiland, Tesoro and True Companies’ Bridger Four Bears pipelines, providing significant downstream delivery capacity for our Arrow and Wild Basin customers. Additionally, we can transport Arrow and Wild Basin crude volumes to our COLT Hub facility by pipeline or truck, which mitigates the impact of any potential pipeline shut-downs to our producers with the ability to access multiple markets out of the basin.

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Carbon Management. One of the core initiatives related to our ESG efforts surrounds our focus on managing the intensity of our emissions in Reeves County, Texas. We continueorder to work with this producerreduce climate-related risk to our business.

In January 2022, we published our first carbon management plan (CMP), which outlines near-term emissions reduction and other producersmanagement activities that we intend to implement over the next three years. The CMP includes several core objectives, including (i) reducing emissions intensity of our assets; (ii) evaluating opportunities to reduce Scope 2 greenhouse gas (GHG) emissions while managing our operations’ energy efficiency; (iii) enhancing our process by which we manage GHG emissions; (iv) piloting methane emission monitoring devices at certain of our facilities; (v) participating in the areadevelopment of responsibly sourced gas standards for the potential development of future expansion projects.midstream sector; (vi) investing in technology to better inventory and calculate emissions data and integrating the technology into our operations; and (vii) participating in and providing leadership to trade associations focused on climate-related risks.


Marketing, Supply and Logistics

During 2017, we commenced an in-depth assessment of our trucking and transportation operations to evaluate the markets in which our trucking and transportation business operates, its operating cost structure, customer service levels and organizational efficiencies. Based on this assessment, we, along with our Board of Directors, determinedWe currently believe that our trucking and transportation operations should be realigned, including leadership changes, cost reductions, sizingcarbon management efforts will help to mitigate the potential impact that emissions may have on our capital expenditures or results of our fleet and the implementation of rate and profitability key performance indicators. Certain of these changes were implemented during 2017 and will continue throughout the remainder of the year, and we believe these changes will result in improved profitability for this business. Additionally, management plans to realign our trucking operations service capability to be more coordinated with our NGL, crude and water operations and less reliant on third party transportation services. This commercial realignment should allow us to optimize the use of available capacity and position us to reevaluate our trucking and transportation operations in the future, periods. Wealthough we currently anticipate that these realignment efforts will be completed before the endnot have a material impact on our capital expenditures or results of 2017, which includes the consolidation and relocation of our three corporate offices into two offices locatedoperations in Houston and Kansas City.2022.

In October 2017, we entered into a Purchase Agreement with an affiliate of Kissner Group Holdings LP to sell 100% of our equity interests in US Salt, LLC (US Salt) for approximately $225 million. US Salt is a solution mining and salt production company located on the shores of Seneca Lake near Watkins Glen in Schuyler County, New York. We intend to use the proceeds from the divestiture to reduce borrowings under the CMLP credit facility and reinvest in on-going organic growth projects in the Bakken and Delaware Basin discussed above in our Gathering and Processing Segment Highlights. Subject to the terms and conditions of the Purchase Agreement (including customary closing conditions and purchase price adjustments), we expect to close the transaction during the fourth quarter of 2017.

Through the execution of the strategic efforts described above, we expect to increase the stability and strength of the Company through a continued challenging and competitive market environment, which will position us to achieve our chief business objective to create long-term value for our unitholders.

Critical Accounting Estimates

Our critical accounting estimates are consistent with those described in our 2016 Annual Report on Form 10-K.


How We Evaluate Our Operations
 
We evaluate our overall business performance based primarily on EBITDA and Adjusted EBITDA. We do not utilize depreciation, amortization and accretion expense in our key measures because we focus our performance management on cash flow generation and our assets have long useful lives.


EBITDA and Adjusted EBITDA - We believe that EBITDA and Adjusted EBITDA are widely accepted financial indicators of a company'scompany’s operational performance and its ability to incur and service debt, fund capital expenditures and make distributions. We believe that EBITDA and Adjusted EBITDA are useful to our investors because it allows them to use the same performance measure analyzed internally by our management to evaluate the performance of our businesses and investments without regard to the manner in which they are financed or our capital structure. EBITDA is defined as income before income taxes, plus debt-related costs (interest and debt expense, net and gain (loss)loss on modification/extinguishment of debt) and depreciation, amortization and accretion expense. Adjusted EBITDA considers the adjusted earnings impact of our unconsolidated affiliates by adjusting our equity earnings or losses from our unconsolidated affiliates to reflect our proportionate share (based on the distribution percentage) of their EBITDA, excluding gains and losses on long-lived assets and other impairments. Adjusted EBITDA also considers the impact of certain significant items, such as unit-based compensation charges, gains or losses on long-lived assets, impairments of goodwill, third party costs incurred related to potential and completed acquisitions, certain environmental remediation costs, the change in fair value

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of commodity inventory-related derivative contracts, costs associated with our 2017the realignment and restructuring of our Marketing, Supply and Logistics operations and related consolidation and relocation of our corporate offices,structure, and other transactions identified in a specific reporting period. The change in fair value of commodity inventory-related derivative contracts is considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of revenue for the related underlying sale of inventory to which these derivatives relate. Changes in the fair value of other derivative contracts is not considered in determining Adjusted EBITDA given the relatively short-term nature of those derivative contracts. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, as they do not include deductions for items such as depreciation, amortization and accretion, interest and income taxes, which are necessary to maintain our business. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA calculations may vary among entities, so our computation may not be comparable to measures used by other companies.
See our reconciliation of net income to EBITDA and Adjusted EBITDA in Results of Operations below.



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Results of Operations


The following tables summarize our results of operations for the three and nine months ended September 30, 2017 and 2016 (in millions):
Crestwood EquityCrestwood Midstream
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
20222021202220212022202120222021
Revenues$1,566.0 $1,226.3 $4,597.8 $3,188.6 $1,566.0 $1,226.3 $4,597.8 $3,188.6 
Costs of product/services sold1,286.8 1,099.3 3,864.4 2,710.3 1,286.8 1,099.3 3,864.4 2,710.3 
Operations and maintenance expense55.0 31.6 144.0 90.2 55.0 31.6 144.0 90.2 
General and administrative expense33.9 25.9 103.8 67.4 32.3 24.4 99.0 61.3 
Depreciation, amortization and accretion86.9 64.6 242.3 182.6 86.8 68.2 248.0 193.2 
Loss on long-lived assets, net175.9 18.5 186.9 19.6 247.6 18.5 311.9 19.6 
Gain on acquisition(75.3)— (75.3)— (75.3)— (75.3)— 
Operating income (loss)2.8 (13.6)131.7 118.5 (67.2)(15.7)5.8 114.0 
Earnings (loss) from unconsolidated affiliates, net3.2 4.9 12.2 (125.9)3.2 4.9 12.2 (125.9)
Interest and debt expense, net(47.6)(30.9)(123.8)(102.0)(47.6)(30.9)(123.8)(102.0)
Loss on modification/extinguishment of debt— — — (6.7)— — — (6.7)
Other income, net— 0.1 0.2 0.2 — — — — 
Provision for income taxes(1.4)(0.1)(1.7)(0.1)(1.4)(0.1)(1.6)(0.1)
Net income (loss)(43.0)(39.6)18.6 (116.0)(113.0)(41.8)(107.4)(120.7)
Add:
Interest and debt expense, net47.6 30.9 123.8 102.0 47.6 30.9 123.8 102.0 
Loss on modification/extinguishment of debt— — — 6.7 — — — 6.7 
Provision for income taxes1.4 0.1 1.7 0.1 1.4 0.1 1.6 0.1 
Depreciation, amortization and accretion86.9 64.6 242.3 182.6 86.8 68.2 248.0 193.2 
EBITDA92.9 56.0 386.4 175.4 22.8 57.4 266.0 181.3 
Unit-based compensation charges9.6 12.9 26.8 22.8 9.6 12.9 26.8 22.8 
Loss on long-lived assets, net175.9 18.5 186.9 19.6 247.6 18.5 311.9 19.6 
Gain on acquisition(75.3)— (75.3)— (75.3)— (75.3)— 
(Earnings) loss from unconsolidated affiliates, net(3.2)(4.9)(12.2)125.9 (3.2)(4.9)(12.2)125.9 
Adjusted EBITDA from unconsolidated affiliates, net5.7 9.8 24.2 56.5 5.7 9.8 24.2 56.5 
Change in fair value of commodity inventory-related derivative contracts(5.4)46.8 (4.6)48.9 (5.4)46.8 (4.6)48.9 
Significant transaction and environmental related costs and other items9.1 0.8 29.6 1.9 9.1 0.7 29.6 (0.4)
Adjusted EBITDA$209.3 $139.9 $561.8 $451.0 $210.9 $141.2 $566.4 $454.6 
44
 Crestwood Equity Crestwood Midstream
 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Revenues$955.6
 $587.6
 $2,634.0
 $1,725.5
 $955.6
 $587.6
 $2,634.0
 $1,725.5
Costs of product/services sold858.5
 466.7
 2,271.6
 1,280.1
 858.5
 466.7
 2,271.6
 1,280.1
Operations and maintenance expense35.5
 33.1
 103.4
 119.9
 35.5
 33.6
 103.4
 116.7
General and administrative expense22.5
 18.3
 71.6
 70.2
 21.4
 17.3
 69.0
 67.5
Depreciation, amortization and accretion48.1
 50.3
 145.2
 177.0
 50.9
 53.2
 153.5
 185.2
Loss on long-lived assets, net(6.3) (2.1) (6.3) (34.8) (6.3) (2.1) (6.3) (34.8)
Goodwill impairment—
 —
 —
 (109.7) —
 —
 —
 (109.7)
Operating income (loss)(15.3) 17.1
 35.9
 (66.2) (17.0) 14.7
 30.2
 (68.5)
Earnings from unconsolidated
     affiliates, net
11.5
 13.4
 29.2
 26.1
 11.5
 13.4
 29.2
 26.1
Interest and debt expense, net(24.2) (27.5) (74.8) (97.9) (24.2) (27.5) (74.8) (97.9)
Gain (loss) on modification/extinguishment of debt—
 —
 (37.7) 10.0
 —
 —
 (37.7) 10.0
Other income, net0.2
 0.2
 0.4
 0.4
 —
 —
 —
 —
Provision for income taxes(0.1) (0.2) —
 (0.2) (0.1) —
 —
 —
Net income (loss)(27.9) 3.0
 (47.0) (127.8) (29.8) 0.6
 (53.1) (130.3)
Add:               
Interest and debt expense, net24.2
 27.5
 74.8
 97.9
 24.2
 27.5
 74.8
 97.9
(Gain) loss on modification/extinguishment of debt—
 —
 37.7
 (10.0) —
 —
 37.7
 (10.0)
Provision for income taxes0.1
 0.2
 —
 0.2
 0.1
 —
 —
 —
Depreciation, amortization and accretion48.1
 50.3
 145.2
 177.0
 50.9
 53.2
 153.5
 185.2
EBITDA44.5
 81.0
 210.7
 137.3
 45.4
 81.3
 212.9
 142.8
Unit-based compensation charges6.2
 4.1
 18.9
 13.4
 6.2
 4.1
 18.9
 13.4
Loss on long-lived assets, net6.3
 2.1
 6.3
 34.8
 6.3
 2.1
 6.3
 34.8
Goodwill impairment—
 —
 —
 109.7
 —
 —
 —
 109.7
Earnings from unconsolidated
affiliates, net
(11.5) (13.4) (29.2) (26.1) (11.5) (13.4) (29.2) (26.1)
Adjusted EBITDA from unconsolidated affiliates, net21.5
 21.7
 54.9
 41.4
 21.5
 21.7
 54.9
 41.4
Change in fair value of commodity inventory-related derivative contracts27.4
 7.5
 12.5
 8.3
 27.4
 7.5
 12.5
 8.3
Significant transaction and environmental related costs and other items1.9
 0.5
 10.4
 11.2
 1.9
 0.5
 10.4
 11.2
Adjusted EBITDA$96.3
 $103.5
 $284.5
 $330.0
 $97.2
 $103.8
 $286.7
 $335.5

46



Crestwood EquityCrestwood Midstream
Three Months EndedNine Months EndedThree Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
20222021202220212022202120222021
Net cash provided by operating activities$25.3 $79.4 $277.3 $372.9 $26.9 $81.3 $282.1 $378.5 
Net changes in operating assets and liabilities129.9 (25.1)123.9 (114.8)129.8 (25.3)123.9 (114.1)
Amortization of debt-related deferred costs(0.5)(1.7)(1.7)(5.1)(0.5)(1.7)(1.7)(5.1)
Interest and debt expense, net47.6 30.9 123.8 102.0 47.6 30.9 123.8 102.0 
Unit-based compensation charges(9.6)(12.9)(26.8)(22.8)(9.6)(12.9)(26.8)(22.8)
Loss on long-lived assets, net(175.9)(18.5)(186.9)(19.6)(247.6)(18.5)(311.9)(19.6)
Gain on acquisition75.3 — 75.3 — 75.3 — 75.3 — 
Earnings (loss) from unconsolidated affiliates, net, adjusted for cash distributions received0.7 3.6 0.9 (137.5)0.7 3.6 0.9 (137.5)
Deferred income taxes(1.2)0.3 (1.1)0.4 (1.1)— (1.2)— 
Provision for income taxes1.4 0.1 1.7 0.1 1.4 0.1 1.6 0.1 
Other non-cash expense(0.1)(0.1)— (0.2)(0.1)(0.1)— (0.2)
EBITDA92.9 56.0 386.4 175.4 22.8 57.4 266.0 181.3 
Unit-based compensation charges9.6 12.9 26.8 22.8 9.6 12.9 26.8 22.8 
Loss on long-lived assets, net175.9 18.5 186.9 19.6 247.6 18.5 311.9 19.6 
Gain on acquisition(75.3)— (75.3)— (75.3)— (75.3)— 
(Earnings) loss from unconsolidated affiliates, net(3.2)(4.9)(12.2)125.9 (3.2)(4.9)(12.2)125.9 
Adjusted EBITDA from unconsolidated affiliates, net5.7 9.8 24.2 56.5 5.7 9.8 24.2 56.5 
Change in fair value of commodity inventory-related derivative contracts(5.4)46.8 (4.6)48.9 (5.4)46.8 (4.6)48.9 
Significant transaction and environmental related costs and other items9.1 0.8 29.6 1.9 9.1 0.7 29.6 (0.4)
Adjusted EBITDA$209.3 $139.9 $561.8 $451.0 $210.9 $141.2 $566.4 $454.6 
 Crestwood Equity Crestwood Midstream
 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2017 2016
Net cash provided by operating activities$95.3
 $51.5
 $228.2
 $244.5
 $96.8
 $54.8
 $232.9
 $250.8
Net changes in operating assets and liabilities(63.6) 6.5
 (65.2) (46.8) (64.1) 4.0
 (66.9) (46.3)
Amortization of debt-related deferred costs(1.9) (1.7) (5.4) (5.1) (1.9) (1.7) (5.4) (5.1)
Interest and debt expense, net24.2
 27.5
 74.8
 97.9
 24.2
 27.5
 74.8
 97.9
Unit-based compensation charges(6.2) (4.1) (18.9) (13.4) (6.2) (4.1) (18.9) (13.4)
Loss on long-lived assets, net(6.3) (2.1) (6.3) (34.8) (6.3) (2.1) (6.3) (34.8)
Goodwill impairment—
 —
 —
 (109.7) —
 —
 —
 (109.7)
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received3.0
 3.1
 2.5
 3.9
 3.0
 3.1
 2.5
 3.9
Deferred income taxes—
 0.3
 0.7
 0.9
 (0.1) —
 (0.1) (0.2)
Provision for income taxes0.1
 0.2
 —
 0.2
 0.1
 —
 —
 —
Other non-cash (income) expense(0.1) (0.2) 0.3
 (0.3) (0.1) (0.2) 0.3
 (0.3)
EBITDA44.5
 81.0
 210.7
 137.3
 45.4
 81.3
 212.9
 142.8
Unit-based compensation charges6.2
 4.1
 18.9
 13.4
 6.2
 4.1
 18.9
 13.4
Loss on long-lived assets, net6.3
 2.1
 6.3
 34.8
 6.3
 2.1
 6.3
 34.8
Goodwill impairment—
 —
 —
 109.7
 —
 —
 —
 109.7
Earnings from unconsolidated
affiliates, net
(11.5) (13.4) (29.2) (26.1) (11.5) (13.4) (29.2) (26.1)
Adjusted EBITDA from unconsolidated affiliates, net21.5
 21.7
 54.9
 41.4
 21.5
 21.7
 54.9
 41.4
Change in fair value of commodity inventory-related derivative contracts27.4
 7.5
 12.5
 8.3
 27.4
 7.5
 12.5
 8.3
Significant transaction and environmental related costs and other items1.9
 0.5
 10.4
 11.2
 1.9
 0.5
 10.4
 11.2
Adjusted EBITDA$96.3
 $103.5
 $284.5
 $330.0
 $97.2
 $103.8
 $286.7
 $335.5

47
Table of Contents




Segment Results


The following tables summarizetable summarizes the EBITDA of our segments (in millions):


Crestwood Equity
Three Months EndedThree Months Ended
September 30, 2022September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsGathering and Processing NorthGathering and Processing SouthStorage and Logistics
Revenues$272.6 $177.4 $1,116.0 $144.5 $26.7 $1,055.1 
Intersegment revenues142.2 137.8 (280.0)125.6 — (125.6)
Costs of product/services sold230.2 249.6 807.0 149.7 0.4 949.2 
Operations and maintenance expenses27.4 14.3 13.3 14.1 5.4 12.1 
Gain (loss) on long-lived assets, net— (247.6)— 0.1 (18.6)— 
Gain on acquisition— 75.3 — — — — 
Earnings from unconsolidated affiliates, net— 2.0 1.2 — 4.2 0.7 
Crestwood Midstream EBITDA$157.2 $(119.0)$16.9 $106.4 $6.5 $(31.1)
Gain on long-lived assets— 71.7 — $— $— $— 
Crestwood Equity EBITDA$157.2 $(47.3)$16.9 $106.4 $6.5 $(31.1)


45
 Three Months Ended Three Months Ended
 September 30, 2017 September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Gathering and Processing Storage and Transportation Marketing, Supply and Logistics
Revenues$434.4
 $6.2
 $515.0
 $279.3
 $18.3
 $290.0
Intersegment revenues29.9
 1.2
 (31.1) 24.8
 1.5
 (26.3)
Costs of product/services sold378.6
 0.2
 479.7
 226.1
 0.1
 240.5
Operations and maintenance expenses16.2
 1.0
 18.3
 17.4
 2.5
 13.2
Gain (loss) on long-lived assets(3.9) —
 0.6
 (2.0) (0.1) —
Earnings from unconsolidated affiliates, net4.3
 7.2
 —
 5.5
 7.9
 —
EBITDA$69.9
 $13.4
 $(13.5) $64.1
 $25.0
 $10.0
 Nine Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Gathering and Processing Storage and Transportation Marketing, Supply and Logistics
Revenues$1,208.1
 $24.7
 $1,401.2
 $787.7
 $131.5
 $806.3
Intersegment revenues94.3
 4.7
 (99.0) 75.9
 3.0
 (78.9)
Costs of product/services sold1,049.9
 0.3
 1,221.4
 632.2
 4.9
 643.0
Operations and maintenance expenses51.8
 3.4
 48.2
 56.1
 18.2
 45.6
Goodwill impairment—
 —
 —
 (8.6) (13.7) (87.4)
Gain (loss) on long-lived assets(3.9) —
 0.6
 (2.0) (32.8) —
Earnings from unconsolidated affiliates, net7.7
 21.5
 —
 16.5
 9.6
 —
EBITDA$204.5
 $47.2
 $33.2
 $181.2
 $74.5
 $(48.6)

Crestwood Midstream
 Three Months Ended Three Months Ended
 September 30, 2017 September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Gathering and Processing Storage and Transportation Marketing, Supply and Logistics
Revenues$434.4
 $6.2
 $515.0
 $279.3
 $18.3
 $290.0
Intersegment revenues29.9
 1.2
 (31.1) 24.8
 1.5
 (26.3)
Costs of product/services sold378.6
 0.2
 479.7
 226.1
 0.1
 240.5
Operations and maintenance expenses16.2
 1.0
 18.3
 17.4
 3.0
 13.2
Gain (loss) on long-lived assets(3.9) —
 0.6
 (2.0) (0.1) —
Earnings from unconsolidated affiliates, net4.3
 7.2
 —
 5.5
 7.9
 —
EBITDA$69.9
 $13.4
 $(13.5) $64.1
 $24.5
 $10.0

48



Nine Months EndedNine Months Ended
September 30, 2022September 30, 2021
Gathering and Processing NorthGathering and Processing SouthStorage and LogisticsGathering and Processing NorthGathering and Processing SouthStorage and Logistics
Revenues$787.2 $243.4 $3,567.2 $422.9 $76.0 $2,689.7 
Intersegment revenues421.2 137.8 (559.0)315.1 — (315.1)
Costs of product/services sold686.6 249.6 2,928.2 386.4 0.8 2,323.1 
Operations and maintenance expenses78.6 28.6 36.8 38.2 17.4 34.6 
Gain (loss) on long-lived assets, net— (307.8)(4.1)0.2 (19.9)0.1 
Gain on acquisition— 75.3 — — — — 
Earnings (loss) from unconsolidated affiliates, net— 9.4 2.8 — 4.4 (130.3)
Crestwood Midstream EBITDA$443.2 $(120.1)$41.9 $313.6 $42.3 $(113.3)
Gain on long-lived assets(1)
— 125.0 — — — — 
Crestwood Equity EBITDA$443.2 $4.9 $41.9 $313.6 $42.3 $(113.3)
(1)Represents the elimination of the loss on long-lived assets of approximately $53 million recorded by CMLP and the gain on long-lived assets of approximately $72 million recorded by CEQP related to the sale of our assets in the Barnett Shale. For a further discussion of the sale of our assets in the Barnett Shale, see Note 3.
 Nine Months Ended Nine Months Ended
 September 30, 2017 September 30, 2016
 Gathering and Processing Storage and Transportation Marketing, Supply and Logistics Gathering and Processing Storage and Transportation Marketing, Supply and Logistics
Revenues$1,208.1
 $24.7
 $1,401.2
 $787.7
 $131.5
 $806.3
Intersegment revenues94.3
 4.7
 (99.0) 75.9
 3.0
 (78.9)
Costs of product/services sold1,049.9
 0.3
 1,221.4
 632.2
 4.9
 643.0
Operations and maintenance expenses51.8
 3.4
 48.2
 56.1
 15.0
 45.6
Goodwill impairment—
 —
 —
 (8.6) (13.7) (87.4)
Gain (loss) on long-lived assets(3.9) —
 0.6
 (2.0) (32.8) —
Earnings from unconsolidated affiliates, net7.7
 21.5
 —
 16.5
 9.6
 —
EBITDA$204.5
 $47.2
 $33.2
 $181.2
 $77.7
 $(48.6)


Below is a discussion of the factors that impacted EBITDA by segment for the three and nine months ended September 30, 20172022 compared to the same periods in 2016.2021.


Gathering and Processing North


EBITDA for our gathering and processing north segment increased by approximately $5.8 million and $23.3 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016.

During the three and nine months ended September 30, 2017, our gathering and processing segment's revenues increased by approximately $160.2 million and $438.8 million compared to the same periods in 2016, partially offset by an increase in costs of product/services sold of approximately $152.5 million and $417.7 million. These increases were primarily driven by our Arrow operations, which experienced a $176.1 million and $442.3 million increase in revenues and a $166.1$50.8 million and $419.7 million increase in costs of product/services sold during the three and nine months ended September 30, 2017 compared to the same periods in 2016. The increase in Arrow's revenues and costs was primarily driven by higher average prices on Arrow's agreements under which it purchases and sells crude oil. In addition, our crude, gas and water volumes increased by 31%, 12% and 29%, respectively, during the nine months ended September 30, 2017 compared to the same period in 2016, due to the connection of 78 wells on our Arrow system during the nine months ended September 30, 2017 compared to 31 wells during the same period in 2016, and higher initial production rates experienced on those connected wells in 2017 compared to 2016.

Partially offsetting the increase in our gathering and processing segment's revenues and costs from our Arrow operations during the three months ended September 30, 2017 compared to the same period in 2016, were lower revenues and costs of approximately $16.1 million and $11.4 million, respectively, from our Permian operations as a result of the deconsolidation of Crestwood New Mexico in June 2017 due to the contribution of these assets to Crestwood Permian. For a further discussion of this transaction, see Item 1. Financial Statements, Note 4.

Our gathering and processing segment's operations and maintenance expenses decreased approximately $1.2 million and $4.3$129.6 million during the three and nine months ended September 30, 20172022 compared to the same periods in 2016 due to continued cost-reduction efforts undertaken2021. On February 1, 2022, we completed the merger with Oasis Midstream, and as a result, we began reflecting the financial results of Oasis Midstream’s Williston Basin operations in our operationsgathering and the deconsolidation of Crestwood New Mexico.

The comparability of our G&P segment's EBITDA was impacted by an $8.6 million goodwill impairment recorded during the first quarter of 2016 related to our Marcellus operations.processing north segment. For a further discussion of our goodwill impairments recorded during 2016,this merger, see Item 1. Financial Statements, Note 2.3.


Our gathering and processing segment's EBITDA was also impactednorth segment’s revenues increased by a decrease in earnings from our unconsolidated affiliates of approximately $1.2$144.7 million and $8.8$470.4 million during the three and nine months ended September 30, 20172022 compared to the same periods in 2016.2021, while our costs of product/services sold increased by approximately $80.5 million and $300.2 million during those same periods. During the three and nine months ended September 30, 2022, we recognized revenues of approximately $105.9 million and $261.4 million and product costs of approximately $37.1 million and $84.7 million, respectively, related to our Oasis Midstream Williston Basin operations. The decrease wasremaining increases in our gathering and processing north segment’s revenues and costs of product/services sold were primarily driven by a reduction in revenues at our Jackalope equity investment as a resultArrow operations which experienced higher average commodity prices on its agreements under which it purchases and sells crude oil and natural gas, partially offset by lower volumes primarily due to lower activity by our producer customers due to the impact that supply chain and other logistical issues had on our customers during the third quarter of 2022, and unusual winter weather conditions experienced during early 2022 that unfavorably impacted our operations and our customers’ operations during the restructuring ofnine months ended September 30, 2022. Arrow’s realized prices on its contracts with Chesapeake Energy Corporation (Chesapeake) effective January 1, 2017. Jackalope and Chesapeake replaced the cost-of-service based contract with a fixed-feecommodity sales increased by more than 50% during 2022 compared to 2021. Arrow’s natural gas gathering and processing contract that includes minimum revenue guarantees for a fivevolumes and crude oil gathering volumes decreased by 9%, 7% and 27%, respectively, during the three months ended September 30, 2022 and during the nine months ended September 30, 2022, Arrow’s natural gas gathering and processing volumes and crude oil gathering volumes decreased by 12%, 11% and 31%, respectively, compared to seven year period. Partially offsetting the decreasesame periods in equity earnings from our Jackalope equity investment was an increase in equity earnings from our Crestwood Permian equity investment of2021.

Our gathering and processing north segment’s operations and maintenance expenses increased by approximately $2.8$13.3 million and $2.2$40.4 million during the three and nine months ended September 30, 20172022 compared to the same periods in 2021, primarily due to theour Oasis Midstream Williston Basin operations.


49
46



Gathering and Processing South
contribution of Crestwood New Mexico to Crestwood Permian in June 2017, and the Nautilus system coming online in June 2017.

Storage and Transportation

EBITDA for CMLP's storageCMLP’s gathering and transportationprocessing south segment decreased by approximately $11.1$125.5 million and $30.5$162.4 million during the three and nine months ended September 30, 2022 compared to the same periods in 2021. CMLP’s gathering and processing south segment’s EBITDA was impacted by the Sendero and CPJV Acquisitions during the three months ended September 30, 2022, the acquisition of Oasis Midstream’s Delaware Basin operations during the first quarter of 2022, and the Barnett and Marcellus divestitures that impacted both the three months and nine months ended September 30, 2022.

The Sendero and CPJV Acquisitions on July 11, 2022 increased our gathering and processing south segment’s revenues, cost of product/services sold and operations and maintenance expenses by approximately $307.8 million, $257.1 million and $11.1 million, respectively, during the three and nine months ended September 30, 2022. In addition, we recognized a gain of approximately $75.3 million during the three and nine months ended September 30, 2022 related to the CPJV Acquisition, which is further described in Item 1, Financial Statements, Note 3.

In addition to the contributions from our acquisitions described above, the acquisition of Oasis Midstream’s Delaware Basin operations on February 1, 2022 also increased our gathering and processing south segment’s revenues, cost of product/services sold and operations and maintenance expenses by approximately $4.9 million, $0.2 million and $1.5 million, respectively, during the three months ended September 30, 2022, and approximately $13.7 million, $0.5 million and $3.4 million, respectively, during the nine months ended September 30, 2022.

The divestiture of our Barnett operations on July 1, 2022 decreased the gathering and processing south segment’s revenues, cost of product/services sold and operations and maintenance expenses by approximately $16.0 million, $0.3 million and $3.8 million, respectively, during the three months ended September 30, 2022. CMLP also recognized a $53.3 million loss on long-lived assets related to the Barnett divestiture and a $248.2 million loss on long-lived assets related to the Marcellus divestiture during the second and third quarters of 2022, respectively, which are further described in Item 1, Financial Statements, Note 3.

The remaining change in our gathering and processing south segment’s revenues and costs of product/services sold during the nine months ended September 30, 2022 compared to the same period in 2021, primarily related to our Barnett operations, which experienced higher revenues and costs of products sold during the first half of 2022 due to the impact that higher commodity prices had on their percentage-of-index contracts.

Also impacting our gathering and processing south segment’s EBITDA during the nine months ended September 30, 2022 was a loss on long-lived assets of approximately $7.0 million related to the anticipated sale of parts inventory related to our legacy Granite Wash operations.

The CPJV Acquisition resulted in a decrease in earnings from unconsolidated affiliates of approximately $2.9 million during the three months ended September 30, 2022 compared to the same period in 2021, due to the consolidation of this equity method investment in July 2022, partially offset by an increase in equity earnings of approximately $0.7 million during the three and nine months ended September 30, 2022 related to the Crestwood Permian Basin equity investment acquired in conjunction with the CPJV Acquisition. The remaining increase in our equity earnings during the nine months ended September 30, 2022 compared to the same period in 2021, related to the Crestwood Permian equity investment which experienced an increase in its natural gas gathering and processing revenues as a result of an increase of over 100% of its gathering and processing volumes, which was driven by higher demand for its services due to higher commodity prices experienced in the first half of 2022 compared to the same period in 2021.

EBITDA for CEQP’s gathering and processing south segment decreased by approximately $53.8 million and $37.4 million during the three and nine months ended September 30, 2022 compared to the same periods in 2021. The change in CEQP’s gathering and processing south segment’s EBITDA period over period was due to all of the factors discussed above for CMLP. However, CEQP did not record a loss on long-lived assets during the nine months ended September 30, 2022 related to the divestiture of the Barnett assets due to historical impairments previously recorded on Barnett’s property, plant and equipment by CEQP. During the three months ended September 30, 2022, CEQP recorded a gain on the Barnett divestiture of approximately $72 million. For a further discussion of the Barnett divestiture, see Item 1. Financial Statements, Note 3.

47

Storage and Logistics

EBITDA for our storage and logistics segment increased by approximately $48.0 million and $155.2 million during the three and nine months ended September 30, 2022 compared to the same periods in 2021. Our storage and logistics segment’s EBITDA for the three and nine months ended September 30, 20172021 was impacted by a reduction to the equity earnings from our Stagecoach Gas equity method investment as a result of recording our proportionate share of a loss on long-lived assets (including goodwill) recorded by the equity method investee as further discussed below.

Our storage and logistics segment’s revenues decreased by approximately $93.5 million during the three months ended September 30, 2022 compared to the same periodsperiod in 2016. The comparability2021, while our costs of product/services sold decreased by approximately $142.2 million during the same period. During the nine months ended September 30, 2022, our storage and transportation segment's results was impactedlogistics segment’s revenues increased by approximately $633.6 million compared to the same period in 2021, while our costs of product/services sold increased by approximately $605.1 million during the same period.

Our NGL marketing and logistics operations experienced a $32.9 million loss recognized on the deconsolidation of our Northeast storage and transportation assets as a result of the contribution of these assets to Stagecoach Gasdecrease in June 2016. The deconsolidation of the Northeast storage and transportation assets resulted in lower revenues and costs of product/services sold of approximately $74.1$132.2 million and $4.6$187.7 million,, respectively, during the ninethree months ended September 30, 20172022 compared to the same period in 2016. We also experienced2021. These decreases were primarily driven by lower operationsNGL marketing, storage and maintenance expenses of approximately $11.6 millionterminalling services during the nine months ended September 30, 20172022 compared to the same period in 2016, primarily2021 as a result of the deconsolidation of the Northeast storage and transportation assets.

Our storage and transportation segment's revenues was also impacted by lower revenues of approximately $11.6 million and $31.0 million from our COLT Hub operations during the three and nine months ended September 30, 2017 compared to the same periodscontinued backwardation in 2016. The decrease was primarily due to a reduction in our rail throughput revenues resulting from lower rail loading volumes as a result of two rail loading contracts that expired in late 2016NGL prices and the in-serviceeasing of the Dakota Access Pipeline system.

The comparability of our storage and transportation segment's EBITDA was alsomarket infrastructure constraints that impacted by a $13.7 million goodwill impairment recorded during the first quarter of 2016 related to our COLT Hub operations. For a further discussion of our goodwill impairments recorded during 2016, see Item 1. Financial Statements, Note 2.

Our storage and transportation segment's EBITDA was impacted by an increase in earnings from our unconsolidated affiliates. As discussed above, in June 2016, we deconsolidated our Northeast storage and transportation assets as a result of the Stagecoach Gas transaction and began accountingdemand for our 50% equity interest in Stagecoach Gas under the equity method of accounting. We recognized equity earnings from Stagecoach Gas of approximately $19.0 million during the nine months ended September 30, 2017. Earnings from our Tres Holdings equity investment increased by approximately $2.2 million during the nine months ended September 30, 2017 compared to the same period in 2016, primarily due to property tax accruals recorded by Tres Holdings during 2016.

EBITDA for CEQP's storage and transportation segment decreased by approximately $11.6 million and $27.3 million during the three and nine months ended September 30, 2017 compared to the same periods in 2016. The change in CEQP's storage and transportation segment's EBITDA period over period was due to all the factors as discussed above for CMLP. In addition, in June 2016, the Matagorda County court issued a final judgment related to Tres Palacios' 2012 and 2013 property tax years which resulted in CEQP recording additional net property taxes (including interest and penalties) of approximately $2.9 million during the nine months ended September 30, 2016.

Marketing, Supply and Logistics

EBITDA for ourservices. Our NGL marketing supply and logistics segment decreased by approximately $23.5 million for the three months ended September 30, 2017 compared to the same period in 2016, while we experienced an increase in EBITDA of approximately $81.8 million during the nine months ended September 30, 2017 compared to the same period in 2016. The comparability of our marketing, supply and logistics segment's results was impacted by goodwill impairments of approximately $87.4 million recorded during 2016. For a further discussion of our goodwill impairments recorded during the first quarter of 2016, see Item 1. Financial Statements, Note 2.

Our supply and logistics operations experienced an increase in revenues of approximately $105.3$351.0 million and $302.8an increase in costs of product/services sold of approximately $314.7 million during the nine months ended September 30, 2022 compared to the same period in 2021. These increases were primarily driven by higher NGL prices as a result of overall increases in commodity prices during 2022 compared to 2021. Our NGL marketing and logistics operations’ costs of product/services sold was also impacted by the effect of increasing commodity prices on our assets and liabilities from price risk management activities. Included in our costs of product/services sold was a gain of $45.0 million and a loss of $6.3 million during the three and nine months ended September 30, 2017 compared to the same periods in 2016,2022, and an increase in costs of product/services sold of approximately $117.8 million and $297.3 million during those same periods. During 2016, we experienced unseasonably warm weather which resulted in lower demand for NGLs compared to 2017. The costs of product/services sold increases include a loss of $24.1$53.4 million and $22.6$94.8 million on our commodity-based derivative contracts during the three and nine months ended September 30, 20172021 related to our price risk management activities.

Our crude oil and a $2.1natural gas marketing operations experienced an increase in revenues of approximately $40.4 million and $4.1$287.8 million gain on commodity-based derivative contracts during the three and nine months ended September 30, 2016. The loss on our commodity-based derivative contracts during the three and nine months ended September 30, 2017 resulted from higher average NGL prices during the third quarter of 2017 compared to the prior periods, which resulted in an increase in our liabilities from price risk management activities associated with contracts that provide fixed prices on future sales of our NGL inventory.

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During the three and nine months ended September 30, 2017, our storage and terminals operations (including our West Coast operations) experienced a $39.0 million and $104.1 million increase in revenues2022, compared to the same periods in 20162021, and a $45.1an increase in product costs of approximately $45.3 million and $109.4$290.0 million increase in costs of product/services sold during those same periods. These increases were primarily driven by higher crude oil purchases and sales as a result of increases in NGLcommodity prices during 2022 compared to 2021, as well as an increase in marketing activity surrounding our natural gas-related operations driven by higher natural gas prices.

Our storage and logistics segment’s EBITDA was impacted by a loss on long-lived assets of approximately $4.1 million during the nine months ended September 30, 2022 primarily due to the buyout of leases related to our exiting the crude oil railcar leasing business. For a further discussion of this matter, see Item 1. Financial Statements, Note 10.

Our storage and logistics segment’s EBITDA was also impacted by a net increase in earnings from unconsolidated affiliates of approximately $133.1 million during the nine months ended September 30, 2022 compared to the same period in 2021. During the nine months ended September 30, 2021, our results included a loss from unconsolidated affiliates of approximately $139.4 million from our Stagecoach Gas equity investment that was sold in mid-2021. This loss primarily related to a $155.4 million reduction to the equity earnings recorded during the nine months ended September 30, 2021 as a result of recording our proportionate share of a loss on long-lived assets (including goodwill) recorded by the equity method investee. In addition, our earnings from unconsolidated affiliates during the nine months ended September 30, 2021 were also reduced by our proportionate share of transaction costs of approximately $3.0 million related to the sale of the Stagecoach Gas equity investment. For a further discussion of this matter, see Item 1. Financial Statements, Note 5. During the three months ended September 30, 2017, and2022, earnings from our Tres Holdings equity investment increased by $1.4 million compared to the increasesame period in our costs of product/services sold more than offset the increase in our revenues2021, primarily due to decreasing demand from our refinery customers primarily onits ability to capture additional storage and transportation opportunities as a result of higher natural gas prices during 2022 compared to 2021. During the West Coast.

Revenues from our crude marketing operations increased by approximately $76.5 million and $172.4 million during the three and nine months ended September 30, 20172022, earnings from our Tres Holdings equity investment decreased by $5.9 million compared to the same periodsperiod in 2016. In addition, we experienced an increase in our costs of product/services sold of approximately $76.0 million and $172.0 million. These increases were driven by higher crude marketing volumes due to increased marketing activity surrounding our crude-related operations.

Our NGL and crude trucking operations continued to experience a decline in demand for their services due to lower supply volumes, increased competition, excess trucking capacity in2021. During the marketplace and lower commodity prices during the three and nine months ended September 30, 2017 compared to2021, Tres Holdings experienced higher revenues from natural gas inventory sales and an increase in demand for its storage and transportation services as a result of the same periods in 2016, resulting in a $2.8 million and $12.3 million decrease in revenues and a $1.1 million and $5.0 million decrease in costsunusually cold weather experienced during early 2021.

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Our marketing, supply and logistics segment's operations and maintenance expenses increased during the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to a $3.1 million property tax refund received during the third quarter of 2016 related to our West Coast operations.

Other EBITDA Results


General and Administrative Expenses. Expenses. During the three and nine months ended September 30, 2017,2022, our general and administrative expenses increased compared to the same periods in 2016,2021, primarily due to an increasetransaction costs incurred in unit-based compensation charges based on higher average awards outstandingconjunction with our strategic transactions executed during 2022 discussed in 2017 compared to 2016 and the impact of performance units granted during 2017 under the Crestwood Equity LTIP. For a further discussion of Crestwood Equity's Long Term Incentive Plan, see Item 1. Financial Statements, Note 2.3. In addition, we incurred additional costsalso experienced higher unit-based compensation charges during the third quarter of 2017 as a result ofnine months ended September 30, 2022 compared to the relocation of Crestwood's Houston corporate headquarters.same period in 2021, primarily due to higher average awards outstanding under our long-term incentive plans.


Items not affecting EBITDA include the following:


Depreciation, Amortization and Accretion Expense. Depreciation, amortization and accretion expense decreased during the nine months September 30, 2017 compared to the same period in 2016, primarily due to the deconsolidation of the Northeast storage and transportation assets in June 2016 and Crestwood New Mexico operations in June 2017.

Interest and Debt Expense, Net. Interest and debt expense, net decreased by approximately $3.3 million and $23.1 million duringDuring the three and nine months ended September 30, 20172022, our depreciation, amortization and accretion expense increased compared to the same periods in 2016,2021, primarily due to our acquisitions during 2022, partially offset by the divestiture of our Barnett Shale assets in July 2022. See Item 1. Financial Statements, Note 3 for a further discussion of these transactions.

Interest and Debt Expense, Net. During the three and nine months ended September 30, 2022, our interest and debt expense, net increased primarily due to the repaymentsApril 2029 Senior Notes assumed in conjunction with the merger with Oasis Midstream and the CPBH Credit Facility assumed in conjunction with the acquisition of the 50% equity interest in Crestwood Midstream's 2020Permian. In addition, our interest and debt expense increased due to borrowings under the CMLP Credit Facility to fund the cash consideration in conjunction with the Oasis Midstream, Sendero and Crestwood Permian acquisitions and to fund the repayment of the Oasis Midstream credit facility assumed in conjunction with the Oasis Merger. For a further discussion of the April 2029 Senior Notes and 2022 Senior Notes.the CPBH Credit Facility, see Item 1. Financial Statements, Note 8.

The following table provides a summary of interest and debt expense (in millions):
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Credit facilities$12.8 $3.1 $21.5 $12.0 
Senior notes35.2 26.1 102.4 82.9 
Other0.5 1.8 1.8 7.4 
Gross interest and debt expense48.5 31.0 125.7 102.3 
Less: capitalized interest0.9 0.1 1.9 0.3 
Interest and debt expense, net$47.6 $30.9 $123.8 $102.0 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Credit facility$5.5
 $2.9
 $13.3
 $16.0
Senior notes18.2
 22.8
 58.3
 77.1
Other debt-related costs1.7
 1.9
 5.4
 5.4
Gross interest and debt expense25.4
 27.6
 77.0
 98.5
Less: capitalized interest1.2
 0.1
 2.2
 0.6
Interest and debt expense, net$24.2
 $27.5
 $74.8
 $97.9

Loss on Modification/Extinguishment of Debt.Debt. During the nine months ended September 30, 2017,2021, we recognized a loss on extinguishment of debt of approximately $37.7$6.7 million in conjunction with the tenderredemption of the remaining principal amounts of Crestwood Midstream's 2020our 2023 Senior Notes and 2022 Senior Notes. During the nine months ended September 30, 2016, we


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recognized a gain of $10 million on the early tender of principal amounts under Crestwood Midstream's 2020 Senior Notes and 2022 Senior Notes. For a further discussion of these repayments, see Item 1. Financial Statements, Note 7.

Liquidity and Sources of Capital


Crestwood Equity is a holding company that derives all of its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash generated by operating activities from our subsidiaries, distributions from our joint ventures, borrowings under the CMLPour credit facility,facilities, and sales of equity and debt securities. Our operating subsidiariesequity investments use cash from their respective operations and contributions from us to fund their operating activities and maintenance and growth capital expenditures, and service their outstanding indebtedness.expenditures. We believe our liquidity sources and operating cash flows are sufficient to address our future operating, debt service and capital requirements.

We make quarterly cash distributions to our common unitholders within approximately 45 days after the end of each fiscal quarter in an aggregate amount equal to our available cash for such quarter. We also pay quarterly cash distributions of approximately $15 million to our preferred unitholders. In November 2017,unitholders and quarterly cash distributions of approximately $10 million to Crestwood Niobrara LLC’s non-controlling partner.

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On October 20, 2022, we will pay thedeclared a quarterly cash distribution relatedof $0.655 per unit to our common unitholders with respect to the third quarter ended September 30, 2017 to our preferred unitholders in cash in lieu of issuing additional preferred units, and beginning with the quarter ending December 31, 2017, we2022, which will be required to make all future quarterlypaid on November 14, 2022. Our Board of Directors evaluates the level of distributions to our common and preferred unitholders in cash.every quarter and considers a wide range of strategic, commercial, operational and financial factors, including current and projected operating cash flows. We believe our operating cash flows will well exceed our quarterly distributions at the current level and cash distributions to our partners, preferred unitholders.unitholders and non-controlling partner, and as a result, we will have adequate operating cash flows as a source of liquidity for our growth capital expenditures.


As described in Segment Highlights - Marketing, Supply and Logistics above, we have entered into an agreement to sell our US Salt operationsOn September 15, 2022, Crestwood Equity acquired 4.6 million CEQP common units from OMS Holdings LLC, a subsidiary of Chord Energy Corporation (formerly Oasis Petroleum Inc.), for approximately $225$123.7 million. We intendThis transaction resulted in Crestwood Equity retiring the common units acquired from OMS Holdings LLC. The acquisition of these CEQP common units did not impact the common unit repurchase program described below.

In March 2021, Crestwood Equity’s board of directors authorized a $175 million common unit and preferred unit repurchase program effective through December 31, 2022. Pursuant to use the proceedsprogram, we may purchase common and preferred units from time to time in the divestitureopen market in accordance with applicable securities laws at current market prices. The timing and amount of purchases under the program will be determined based on growth capital opportunities, financial performance and outlook, and other factors, including acquisition opportunities and market conditions. The unit repurchase program does not obligate us to reducepurchase any specific dollar amount or number of units and may be suspended or discontinued at any time.

In conjunction with the acquisition of the First Reserve’s 50% equity interest in Crestwood Permian, we assumed Crestwood Permian’s credit facility, which provides for revolving loans, letters of credit and swing line loans in an aggregate principal amount of up to $230 million. In addition, the CPBH Credit Facility has an accordion feature that allows Crestwood Permian to increase the available borrowings under the facility by up to an additional $85 million, subject to certain conditions. Upon the closing of the merger with Oasis Midstream on February 1, 2022, the CMLP Credit Facility was increased to $1.5 billion. In October 2022, we amended the CMLP Credit Facility to increase the capacity of the facility from $1.5 billion to $1.75 billion under the terms of the credit facility and reinvest in on-going organic growth projects in the Bakken and Delaware Basin discussed above in our Gathering and Processing Segment Highlights, and we expect the proceeds from this divestiture will eliminate the need to access the equity capital markets to fund our current 2017 and 2018 capital programs.

agreement. As of September 30, 2017, Crestwood Midstream2022, we had $548.7$382.6 million and $13.3 million of available capacity under its credit facilitythe CMLP Credit Facility and CPBH Credit Facility, respectively, considering the most restrictive debt covenants in itsthe respective credit agreement. Atagreements. As of September 30, 2017, Crestwood Midstream was2022, we were in compliance with all of itsour debt covenants applicable to itsour credit facilityfacilities and senior notes. See Part I, Item 1. Financial Statements, Note 8 for a description of the covenants related to our credit facilities.


We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.


Cash Flows


The following table provides a summary of Crestwood Equity'sEquity’s cash flows by category (in millions):
Nine Months Ended
September 30,
20222021
Net cash provided by operating activities$277.3 $372.9 
Net cash provided by (used in) investing activities$(517.2)$582.9 
Net cash provided by (used in) financing activities$233.0 $(955.5)
 Nine Months Ended
 September 30,
 2017 2016
Net cash provided by operating activities$228.2
 $244.5
Net cash provided by (used in) investing activities(144.3) 866.8
Net cash used in financing activities(84.1) (1,110.8)


Operating Activities


Our operating cash flows decreased by approximately $16.3$95.6 million during the nine months ended September 30, 20172022 compared to the same period in 2016,2021. The decrease was primarily duedriven by a $148.3 million net increase in the fair value of our price risk management activities during the nine months ended September 30, 2022 compared to an increasea $189.1 million net decrease in the fair value of our price risk management activities during the nine months ended September 30, 2021 as a result of changes in commodity prices. Partially offsetting this decrease was higher revenues of approximately $1,409.2 million, partially offset by higher costs of product/services sold of approximately $964.8$1,154.1 million primarily from our storage and logistics and gathering and processing and marketing, supply and logistics segments' operationsnorth segments as discussed above, partially offset by a $908.5 million increase in operating revenues from these segments' operations. In addition, we experienced lower operations and maintenance expensesResults of approximately $16.5 million primarily due to the deconsolidation of our Northeast storage and transportation assets in June 2016. The decrease in our net operating cash flows described above was partially offset by a $18.4 million net cash inflow from working capital primarily resulting from lesser working capital requirements from our NGL and crude trucking operations.

Operations above.
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Investing Activities


Acquisitions and Divestiture. During the nine months ended September 30, 2022, we completed the following acquisitions and divestiture. For a further discussion of these transactions, see Item 1. Financial Statements, Note 3.

•Oasis Merger. On February 1, 2022, we completed the merger with Oasis Midstream, which was valued at approximately $1.8 billion. We paid cash consideration of $160 million, net of cash acquired of approximately $14.9 million, and issued approximately 33.8 million CEQP common units to Oasis Midstream’s unitholders.

•Sendero Acquisition. On July 11, 2022, we acquired Sendero for cash consideration of approximately $631.2 million, net of cash acquired of approximately $28.5 million.

•CPJV Acquisition. On July 11, 2022, we acquired First Reserve’s 50% equity interest in Crestwood Permian in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units. We also acquired cash of approximately $149.4 million in conjunction with this acquisition.

•Barnett Divestiture. On July 1, 2022, we sold our assets in the Barnett Shale to EnLink for approximately $290 million.

Capital Expenditures. The energy midstream business is capital intensive, requiring significant investments for the acquisition or development of new facilities. We categorize our capital expenditures as either:


•growth capital expenditures, which are made to construct additional assets, expand and upgrade existing systems, or acquire additional assets; or


•maintenance capital expenditures, which are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets, extend their useful lives or comply with regulatory requirements.


We anticipateAs a result of the series of strategic transactions executed during the third quarter of 2022, which include the acquisitions of Sendero and the remaining 50% equity interest in Crestwood Permian and the divestitures of our assets in the Barnett and Marcellus shales, we currently estimate that our growth capital expenditures for the remainder of 20172022 will be approximately $200 million to $220 million. In addition, we expect to spend between approximately $25 million and $30 million on maintenance capital expenditures and approximately $5 million to $15 million on capital expenditures that are directly reimbursable by our customers. Our growth capital expenditures during the year will increase the services we can provide to our customers and the operating efficiencies of our systems and generate meaningful contributions to our results of operations beginning in 2018.systems. We expect to finance our growth and maintenance capital expenditures with a combination of cash generated by our operating subsidiaries, distributions received from our joint venturesequity investments and borrowings under the CMLPour credit facility.

We have identified additional growth capital project opportunities for each of our reporting segments.facilities. Additional commitments or expenditures will be made at our discretion, and any discontinuation of thethese construction of these projects will likelycould result in less future operating cash flows and earnings.

The following table summarizes our capital expenditures for the nine months ended September 30, 20172022 (in millions).:


Growth capital(1)
$125.9 
Maintenance capital15.2 
Other(2)
6.2 
Purchases of property, plant and equipment$147.3 
Growth capital$97.5
Maintenance capital16.1
Other (1)
20.8
Purchases of property, plant and equipment134.4
Reimbursements of property, plant and equipment(18.8)
Net$115.6


(1)Includes $3.2 million paid related to outstanding litigation on the construction of the Bear Den II cryogenic processing plant.
(1) (2)Represents gross purchases of property, plant and equipment that are reimbursable by third parties.


Investments in Unconsolidated Affiliates. During the nine months ended September 30, 2022 and 2021, we contributed approximately $6.7 million and $6.9 million to our Tres Holdings equity investment primarily for its operating purposes. During the nine months ended September 30, 2022 and 2021, we contributed approximately $83.5 million and $3.3 million to our Crestwood Permian equity investment prior to our acquisition of the remaining 50% equity interest in Crestwood Permian from First Reserve.

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Financing Activities


Significant items impactingThe following equity and debt transactions impacted our financing activities during the nine months endedSeptember 30, 2017 and 2016, included the following:

Equity Transactions

Beginning in 2016, we declared a decrease in distributions paid per limited partner unit from $1.375 to $0.60. This
reduction resulted in a decrease in distributions paid to partners of approximately $53.0 million during the nine months ended September 30, 20172022:

Equity and Debt Transactions

•During the nine months ended September 30, 2022, CEQP acquired 4.6 million CEQP common units from OMS Holdings LLC, a subsidiary of Chord Energy Corporation for approximately $123.7 million;

•During the nine months ended September 30, 2022, distributions to our partners increased by approximately $71.7 million compared to the same period in 2016;

$10.6 million of net proceeds from the issuances of CEQP2021, primarily due to an increase in common units duringoutstanding as a result of the units issued in conjunction with the merger with Oasis Midstream and the CPJV Acquisition, as well as an increase in our distribution per limited partner unit from $0.625 per unit to $0.655 per unit;

•During the nine months ended September 30, 2017; and

Increase in2022, our taxes paid for unit-based compensation vesting ofincreased by approximately $4.5$7.5 million compared to the same period in 2021, primarily due to higher vesting of unit-based compensation awards during the nine months ended September 30, 2017 compared to the same period in 2016.awards;


Debt Transactions

•During the nine months ended September 30, 2017,2022, we borrowed amounts under the CMLP Credit Facility to (i) fund cash consideration of approximately $631.2 million to acquire Sendero; (ii) fund approximately $5.9 million of cash consideration to acquire the remaining 50% equity interest in Crestwood Permian; (iii) fund $160.0 million of cash consideration paid in conjunction with the Oasis Merger; and (iv) repay approximately $218.4 million outstanding under the Oasis Midstream credit facility assumed in conjunction with the Oasis Merger;

•During the nine months ended September 30, 2021, CEQP paid approximately $275.6 million in conjunction with the Crestwood Holdings Transactions;

•During the nine months ended September 30, 2021, we paid approximately $690.5 million to repurchase and cancel approximately $687.2 million of our senior notes that were due in 2023;

•During the nine months ended September 30, 2021, we received net proceeds of approximately $691 million from the issuance of our senior notes due February 2029; and

•During the nine months ended September 30, 2022, our other debt-related transactions resulted in net proceedsrepayments under our CMLP Credit Facility and our CPBH Credit Facility of approximately $49.6$243.7 million compared to net repayments of $918.8$471.1 million during the same period in 2016. This variance2021.

Guarantor Summarized Financial Information

Crestwood Midstream and Crestwood Midstream Finance Corp. are issuers of our CMLP debt securities (the Issuers). Crestwood Midstream is primarily duea holding company and owns no operating assets and has no significant operations independent of its subsidiaries. Crestwood Midstream Finance Corp. is Crestwood Midstream’s 100% owned subsidiary and has no material assets or operations other than those related to repaymentsits service as co-issuer of amounts outstandingour senior notes. Obligations under Crestwood Midstream’s senior notes are jointly and severally guaranteed by substantially all of its subsidiaries (collectively, the Guarantor Subsidiaries), except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara LLC, Crestwood Pipeline and Storage Northeast LLC, Powder River Basin Industrial Complex LLC, and Tres Palacios Holdings LLC and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). The assets and credit of our Credit Facility withNon-Guarantor Subsidiaries are not available to satisfy the proceeds fromdebts of the Issuers or Guarantor Subsidiaries, and the liabilities of our Stagecoach Gas transactionNon-Guarantor Subsidiaries do not constitute obligations of the Issuers or Guarantor Subsidiaries. For additional information regarding our senior notes and repayments of Crestwood Midstream's 2020 Senior Notesrelated guarantees, see our 2021 Annual Report on Form 10-K and 2022 Senior Notes. For a further discussion of these transactions, see Item 1. Financial Statements, Notes 4Note 8 of this Quarterly Report on Form 10-Q.

The following tables provide summarized financial information for the Issuers and 7.Guarantor Subsidiaries (collectively, the Obligor Group) on a combined basis after elimination of significant intercompany balances and transactions between entities in the Obligor Group. The investment balances in the Non-Guarantor Subsidiaries have been excluded from the supplemental summarized combined financial information. Transactions with other related parties, including the Non-Guarantor Subsidiaries, represent affiliate transactions and are presented separately in the summarized combined financial information below.


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Summarized Combined Balance Sheet Information (in millions)
September 30, 2022December 31, 2021
Current assets$901.0 $574.3 
Current assets - affiliates$1.3 $8.4 
Property, plant and equipment, net$3,194.4 $2,161.5 
Non-current assets$1,115.5 $642.3 
Current liabilities$558.7 $578.9 
Current liabilities - affiliates$78.2 $14.7 
Long-term debt, less current portion$3,353.3 $2,052.1 
Non-current liabilities$146.8 $138.7 

Summarized Combined Statement of Operations Information (in millions)
Nine Months Ended September 30, 2022
Revenues$4,093.9 
Revenues - affiliates$376.4 
Cost of products/services sold$3,330.3 
Cost of products/services sold - affiliates$358.7 
Operations and maintenance expenses(1)
$121.1 
General and administrative expenses(2)
$99.0 
Operating income$51.4 
Net loss$(72.4)

(1)    We have operating agreements with certain of our affiliates pursuant to which we charge them operations and maintenance expenses in accordance with their respective agreements, and these charges are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations. During the nine months ended September 30, 2022, we charged $22.7 million to our affiliates under these agreements.
(2)    Includes $23.5 million of net general and administrative expenses that were charged by our affiliates to us.


Item 3.Quantitative and Qualitative Disclosures About Market Risk

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Our interest rate risk and commodity price, market and marketcredit risks are discussed in our 20162021 Annual Report on Form 10-K and there10-K. There have been no material changes in those exposures from December 31, 20162021 to September 30, 2017.2022.



Item 4.Controls and Procedures

Item 4.Controls and Procedures

Disclosure Controls and Procedures


As of September 30, 2017,2022, Crestwood Equity and Crestwood Midstream carried out an evaluation under the supervision and with the participation of their respective management, including the Chief Executive Officer and Chief Financial Officer of their General Partners, as to the effectiveness, design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (Exchange Act) Rules 13a-15(e) and 15d-15(e)). Crestwood Equity and Crestwood Midstream maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in their respective reports that are filed or submitted under the Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC, and that information is accumulated and communicated to their respective management, including the Chief Executive Officer and Chief Financial Officer of their General Partners, as appropriate, to allow timely decisions regarding required disclosure. Such management, including the Chief Executive Officer and Chief Financial Officer of their General Partners, do not expect that the disclosure controls and procedures or the internal controls will prevent and/or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Crestwood Equity'sEquity’s and Crestwood Midstream'sMidstream’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and ourthe Chief Executive Officer and
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Chief Financial Officer of their General Partners concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2017.2022.


Changes in Internal Control over Financial Reporting


ThereOn February 1, 2022, we completed the merger with Oasis Midstream and on July 11, 2022, we completed the Sendero Acquisition and the CPJV Acquisition. As a result, we have extended our controls and procedures surrounding our internal control processes over financial reporting to include Oasis Midstream’s, Sendero’s and Crestwood Permian’s operations. Except for these matters, there were no changes to Crestwood Equity'sEquity’s or Crestwood Midstream'sMidstream’s internal control over financial reporting during the three and nine months ended September 30, 20172022 that have materially affected, or are reasonably likely to materially affect Crestwood Equity'sEquity’s or Crestwood Midstream'sMidstream’s internal control over financial reporting.


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Table of Contents



PART II – OTHER INFORMATION


Item 1.Legal Proceedings

Item 1.Legal Proceedings

Part I, Item 1. Financial Statements, Note 109 to the Consolidated Financial Statements, of this Form 10-Q is incorporated herein by reference.



Item 1A.Risk Factors

Item 1A.Risk Factors

Our business faces many risks. Any of the risks discussed below or elsewhere in this Form 10-Q or our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. For a detailed discussion of the risk factors that should be understood by any investor contemplating investment in our common units, see Part I, Item 1A. Risk Factors in our 20162021 Annual Report on Form 10-K.



Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
None.

On September 15, 2022, CEQP acquired 4.6 million CEQP common units from OMS Holdings LLC, a subsidiary of Chord Energy, for approximately $123.7 million. This transaction resulted in CEQP retiring the common units acquired from OMS Holdings LLC. The acquisition of these CEQP common units did not impact the $175 million common unit repurchase program announced in March 2021.

The table below presents CEQP’s common unit repurchase activity for the three months ended September 30, 2022:

Total Number of Units Repurchased(1)
Weighted-Average Price Paid Per UnitUnits Purchased as Part of Publicly Announced ProgramsMaximum Dollar Value That May Yet Be Repurchased Under the Program
July 1, 2022 - July 31, 2022— $— — $— 
August 1, 2022 - August 31, 2022— — — — 
September 1, 2022 - September 30, 20224,600,000 26.90 — — 
Totals / Weighted Average4,600,000 $26.90 — $— 

(1)    All units repurchased during the three months ended September 30, 2022 were purchased pursuant to a Common Unit Repurchase Agreement. For more information on this transaction, see Part I, Item I. Financial Statements, Note 11.


Item 3.Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

None.



Item 4.Mine Safety Disclosures

Item 4.Mine Safety Disclosures

Not applicable.



Item 5.Other Information

Item 5.Other Information

None.


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Table of Contents



Item 6.Exhibits
Item 6.Exhibits
Exhibit

Number		Description
2.1
3.12.2
2.3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.113.13
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Table of Contents

3.123.14
3.133.15
4.1
Indenture, dated as of March 14, 2017, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Crestwood Midstream’s Form 8- K filed on March 15, 2017)
4.2
Form of 5.75% Senior Note due 2025 (included in Exhibit 4.1)
4.3
Registration Rights Agreement, dated as of March 14, 2017, by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers, with respect to the 5.75% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Crestwood Midstream’s Form 8- K filed on March 15, 2017)
*12.1
Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP
*12.2
Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP

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*31.13.16
3.17
3.18
10.1
10.2
*31.1
*31.2
*31.3
*31.4
*32.1
*32.2
*32.3
*32.4
**101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
**101.SCHInline XBRL Taxonomy Extension Schema Document
**101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
**101.LABInline XBRL Taxonomy Extension Label Linkbase Document
**101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
**101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
*Filed herewith
104Cover Page Interactive Data File (contained in Exhibit 101)
*Filed herewith
**Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.



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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CRESTWOOD EQUITY PARTNERS LP
By:CRESTWOOD EQUITY GP LLC
(its general partner)
Date:November 3, 2022CRESTWOOD EQUITY PARTNERS LPBy:/s/ JOHN BLACK
By:CRESTWOOD EQUITY GP LLCJohn Black
(its general partner)
Date:November 2, 2017By:/s/ ROBERT T. HALPIN
Robert T. Halpin
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
CRESTWOOD MIDSTREAM PARTNERS LP
By:CRESTWOOD MIDSTREAM GP LLC
(its general partner)
Date:November 2, 20173, 2022By:/s/ ROBERT T. HALPINJOHN BLACK
Robert T. HalpinJohn Black
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)



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