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 sold 858.5
466.7
2,271.6
1,280.1
858.5
466.7
2,271.6
1,280.1
Operations and maintenance expense 35.5
33.1
103.4
119.9
35.5
33.6
103.4
116.7
General and administrative expense 22.5
18.3
71.6
70.2
21.4
17.3
69.0
67.5
Depreciation, amortization and accretion 48.1
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, net 0.2
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, 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 )
Provision for income taxes 0.1
0.2
—
0.2
0.1
—
—
—
Depreciation, amortization and accretion 48.1
50.3
145.2
177.0
50.9
53.2
153.5
185.2
EBITDA 44.5
81.0
210.7
137.3
45.4
81.3
212.9
142.8
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
(11.5 ) (13.4 ) (29.2 ) (26.1 ) (11.5 ) (13.4 ) (29.2 ) (26.1 )
Adjusted EBITDA from unconsolidated affiliates, net 21.5
21.7
54.9
41.4
21.5
21.7
54.9
41.4
Change in fair value of commodity inventory-related derivative contracts 27.4
7.5
12.5
8.3
27.4
7.5
12.5
8.3
Significant transaction and environmental related costs and other items 1.9
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


	Crestwood Equity								Crestwood Midstream
	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Net cash provided by operating activities	$	21.2	$	29.5	$	267.1	$	252.0	$	22.6	$	31.3	$	270.6	$	255.2
Net changes in operating assets and liabilities	91.7		106.9		(21.4)		(6.0)		91.8		106.9		(22.0)		(5.9)
Amortization of debt-related deferred costs and fair value adjustment	(0.8)		(0.4)		(1.6)		(1.2)		(0.8)		(0.4)		(1.6)		(1.2)
Interest and debt expense, net	55.4		40.1		111.0		76.2		55.4		40.1		111.0		76.2
Unit-based compensation	(9.2)		(8.6)		(19.2)		(17.2)		(9.2)		(8.6)		(19.2)		(17.2)
Loss on long-lived assets, net	(1.8)		(7.2)		(2.2)		(11.0)		(1.8)		(60.5)		(2.2)		(64.3)



Earnings from unconsolidated affiliates, net, adjusted for cash distributions received	131.8		(0.2)		133.2		0.2		131.8		(0.2)		133.2		0.2
Deferred income taxes	—		—		—		0.1		—		(0.1)		(0.1)		(0.1)
Provision for income taxes	0.6		0.3		0.9		0.3		0.5		0.2		0.8		0.2
Other non-cash expense	0.1		—		0.1		0.1		0.1		—		0.1		0.1
EBITDA	$	289.0	$	160.4	$	467.9	$	293.5	$	290.4	$	108.7	$	470.6	$	243.2
Unit-based compensation	9.2		8.6		19.2		17.2		9.2		8.6		19.2		17.2
Loss on long-lived assets, net	1.8		7.2		2.2		11.0		1.8		60.5		2.2		64.3



Earnings from unconsolidated affiliates, net	(132.4)		(6.0)		(134.1)		(9.0)		(132.4)		(6.0)		(134.1)		(9.0)
Adjusted EBITDA from unconsolidated affiliates, net	2.0		10.9		6.2		18.5		2.0		10.9		6.2		18.5
Change in fair value of commodity inventory-related derivative contracts	3.0		(4.9)		(0.5)		0.8		3.0		(4.9)		(0.5)		0.8
Significant transaction and environmental related costs and other items	3.3		3.5		7.6		20.5		3.3		3.5		7.6		20.5
Adjusted EBITDA	$	175.9	$	179.7	$	368.5	$	352.5	$	177.3	$	181.3	$	371.2	$	355.5

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, net 24.2
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 received 3.0
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 taxes 0.1
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 )
EBITDA 44.5
81.0
210.7
137.3
45.4
81.3
212.9
142.8
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
(11.5 ) (13.4 ) (29.2 ) (26.1 ) (11.5 ) (13.4 ) (29.2 ) (26.1 )
Adjusted EBITDA from unconsolidated affiliates, net 21.5
21.7
54.9
41.4
21.5
21.7
54.9
41.4
Change in fair value of commodity inventory-related derivative contracts 27.4
7.5
12.5
8.3
27.4
7.5
12.5
8.3
Significant transaction and environmental related costs and other items 1.9
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

~~Table of Contents~~

Segment Results

The following tables ~~summarize the EBITDA~~and discussion are a summary of ~~our segments (in millions~~):

~~Crestwood Equity~~

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 revenues 29.9
1.2
(31.1 ) 24.8
1.5
(26.3 )
Costs of product/services sold 378.6
0.2
479.7
226.1
0.1
240.5
Operations and maintenance expenses 16.2
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, net 4.3
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 revenues 94.3
4.7
(99.0 ) 75.9
3.0
(78.9 )
Costs of product/services sold 1,049.9
0.3
1,221.4
632.2
4.9
643.0
Operations and maintenance expenses 51.8
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, net 7.7
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 revenues 29.9
1.2
(31.1 ) 24.8
1.5
(26.3 )
Costs of product/services sold 378.6
0.2
479.7
226.1
0.1
240.5
Operations and maintenance expenses 16.2
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, net 4.3
7.2
—
5.5
7.9
—
EBITDA $ 69.9
$ 13.4
$ (13.5 ) $ 64.1
$ 24.5
$ 10.0

~~Table of Contents~~

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 revenues 94.3
4.7
(99.0 ) 75.9
3.0
(78.9 )
Costs of product/services sold 1,049.9
0.3
1,221.4
632.2
4.9
643.0
Operations and maintenance expenses 51.8
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, net 7.7
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~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same periods in ~~2016.~~2022 (in millions):


	Three Months Ended						Three Months Ended
	June 30, 2023						June 30, 2022
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Gathering and Processing North		Gathering and Processing South		Storage and Logistics
Revenues	$	238.9	$	119.4	$	662.9	$	279.4	$	35.3	$	1,133.3
Intersegment revenues	61.1		32.5		(93.6)		151.6		—		(151.6)
Costs of product/services sold	136.9		100.2		547.5		250.8		0.6		961.8
Operations and maintenance expenses	26.4		15.2		11.6		27.5		7.6		11.5
Gain (loss) on long-lived assets, net	—		(1.9)		—		—		(60.4)		(0.1)


Earnings from unconsolidated affiliates, net	—		0.6		131.8		—		4.8		1.2
Crestwood Midstream EBITDA	$	136.7	$	35.2	$	142.0	$	152.7	$	(28.5)	$	9.5
Elimination of loss on long-lived assets(1)	—		—		—		—		53.3		—
Crestwood Equity EBITDA	$	136.7	$	35.2	$	142.0	$	152.7	$	24.8	$	9.5

(1)Represents the elimination of the loss on long-lived assets recorded by CMLP related to the sale of our legacy assets in the Barnett Shale. For a further discussion of this loss on long-lived assets, see Item 1. Financial Statements, Note 3.

Table of Contents


	Six Months Ended						Six Months Ended
	June 30, 2023						June 30, 2022
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Gathering and Processing North		Gathering and Processing South		Storage and Logistics
Revenues	$	454.3	$	250.3	$	1,579.7	$	514.6	$	66.0	$	2,451.2
Intersegment revenues	160.1		66.7		(226.8)		279.0		—		(279.0)
Costs of product/services sold	289.3		208.7		1,284.0		456.4		—		2,121.2
Operations and maintenance expenses	55.7		30.3		23.8		51.2		14.3		23.5
Gain (loss) on long-lived assets, net	0.1		(2.7)		—		—		(60.2)		(4.1)


Earnings from unconsolidated affiliates, net	—		0.9		133.2		—		7.4		1.6
Crestwood Midstream EBITDA	$	269.5	$	76.2	$	178.3	$	286.0	$	(1.1)	$	25.0
Elimination of loss on long-lived assets(1)	—		—		—		—		53.3		—
Crestwood Equity EBITDA	$	269.5	$	76.2	$	178.3	$	286.0	$	52.2	$	25.0

Gathering and Processing North

EBITDA for our gathering and processing north segment ~~increased~~decreased by approximately ~~$5.8~~$16.0 million and ~~$23.3~~$16.5 million ~~for~~ during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same periods in ~~2016.~~

~~During~~2022. Our gathering and processing north segment’s revenues decreased by approximately $131.0 million and $179.2 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, our gathering and processing segment's revenues increased by approximately~~ ~~$160.2 million~~ ~~and~~ ~~$438.8 million~~2023 compared to the same periods in ~~2016, partially offset by an increase in~~2022, while our costs of product/services sold decreased by approximately $113.9 million and $167.1 million during those same periods.

During the three and six months ended June 30, 2023, the average commodity prices received by our Arrow operations on natural gas, NGLs and crude oil it purchases and sells pursuant to its agreements decreased by more than 50%, 40% and 30%, respectively, compared to the same periods in 2022, which largely contributed to the decrease in our gathering and processing north segment’s revenues and costs of product/services sold period over period. We manage our company-wide oil, natural gas and NGL commodity exposures through price risk management activities conducted by our storage and logistics segment, which is further described under Storage and Logistics below. In addition, Arrow’s natural gas gathering and processing volumes decreased by approximately 4% and 5%, respectively, during the three months ended June 30, 2023 and during the six months ended June 30, 2023, Arrow’s natural gas gathering and processing volumes decreased by approximately 7% and 8%, respectively, compared to the same periods in 2022. These decreases were primarily due to downtime experienced by our producer customers related to maintenance and completion activity associated with new well connections and unusual weather conditions experienced at the end of 2022 and into early 2023.

Our Rough Rider operations acquired in conjunction with the merger with Oasis Midstream in February 2022 also experienced a decrease in its natural gas gathering and processing volumes of approximately ~~$152.5~~4% and 6%, respectively, during the three months ended June 30, 2023 compared to the same period in 2022 due to reduced gas onloads from our customers. During the six months ended June 30, 2023, our Rough Rider operations experienced an increase in its natural gas gathering and processing volumes of approximately 17% and 13% respectively, compared to the same period in 2022 due to the full contribution from these operations during the six months ended June 30, 2023. Our Rough Rider operations’ crude oil and water gathering volumes increased by approximately 43% and 18%, respectively, during the three months ended June 30, 2023 and during the six months ended June 30, 2023, Rough Rider’s crude oil and water gathering volumes increased by approximately 82% and 28%, respectively, compared to the same periods in 2022. These increases were due to placing in service a three-product gathering system, increased activity from our producer customers related to new well connections and the full contribution from these operations during the six months ended June 30, 2023.

Our gathering and processing north segment’s operations and maintenance expenses decreased by approximately $1.1 million during the three months ended June 30, 2023 compared to the same period in 2022, primarily due to operating synergies achieved in conjunction with the merger with Oasis Midstream. Our gathering and ~~$417.7~~processing north segment’s operations and maintenance expenses increased by approximately $4.5 million. during the six months ended June 30, 2023 compared to the same period in 2022, primarily due to our Rough Rider operations acquired in conjunction with the merger with Oasis Midstream in February 2022.

Table of Contents

Gathering and Processing South

EBITDA for CMLP’s gathering and processing south segment increased by approximately $63.7 million and $77.3 million during the three and six months ended June 30, 2023 compared to the same periods in 2022. Our gathering and processing south segment’s revenues, costs of product/services sold and operations and maintenance expenses increased by approximately $116.6 million, $99.6 million, and $7.6 million, respectively, during the three months ended June 30, 2023 and approximately $251.0 million, $208.7 million, and $16.0 million, respectively, during the six months ended June 30, 2023 compared to the same periods in 2022. These increases were primarily driven by the impact of the acquisitions in July 2022 of Sendero Midstream Partners LP and the remaining 50% equity interest in Crestwood Permian, which increased our ~~Arrow operations, which experienced a~~ ~~$176.1 million~~gathering and ~~$442.3 million~~ ~~increase in~~processing south segment’s revenues, ~~and a $166.1 million and $419.7 million increase in~~ costs of product/services sold and operations and maintenance expenses by approximately $149.9 million, $102.6 million and $14.7 million, respectively during the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~2023 and approximately $312.8 million, $211.9 million, and $29.9 million, respectively, during the six months ended June 30, 2023.

Partially offsetting the increases described above were the divestitures of our Barnett and Marcellus legacy, non-core operations during 2022, which decreased our gathering and processing south segment’s revenues and operations and maintenance expenses by approximately $29.6 million and $7.4 million, respectively, during the three months ended June 30, 2023, and approximately $57.2 million and $14.0 million, respectively, during the six months ended June 30, 2023 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 2016.2022.

~~Partially offsetting the increase in our~~Also impacting CMLP’s gathering and processing ~~segment's revenues~~south segment’s EBITDA during the three and ~~costs from~~six months ended June 30, 2022 was a loss on long-lived assets of approximately $53.3 million related to the divestiture of our ~~Arrow~~Barnett operations, which is further discussed in Item 1. Financial Statements, Note 3. CMLP also recognized a loss on long-lived assets of approximately $7.0 million during the three months ended ~~September~~June 30, ~~2017 compared~~2022 related to the ~~same period in 2016, were lower revenues and costs~~sale of ~~approximately~~ ~~$16.1 million~~ ~~and~~ ~~$11.4 million, respectively, from~~parts inventory related to 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.legacy Granite Wash operations.

~~Our~~CMLP’s gathering and processing segment's operations and maintenance expenses decreased approximately $1.2 million and $4.3 million during the three and nine months ended September 30, 2017 compared to the same periods in 2016 due to continued cost-reduction efforts undertaken in our operations 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. For a further discussion of our goodwill impairments recorded during 2016, see Item 1. Financial Statements, Note 2.

~~Our gathering and processing segment's~~south segment’s EBITDA was also impacted by a decrease in earnings from ~~our~~ unconsolidated affiliates of approximately ~~$1.2~~$4.2 million and ~~$8.8~~$6.5 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same periods in ~~2016. The decrease was~~2022, primarily ~~driven by a reduction in revenues at~~due to the consolidation of our ~~Jackalope~~Crestwood Permian equity investment as a result of acquiring the ~~restructuring of its contracts with Chesapeake Energy Corporation (Chesapeake) effective January 1, 2017. Jackalope and Chesapeake replaced the cost-of-service based contract with a fixed-fee~~remaining 50% equity interest in Crestwood Permian in July 2022.

EBITDA for CEQP’s gathering and processing contract that includes minimum revenue guarantees for a five to seven year period. Partially offsetting the decrease in equity earnings from our Jackalope equity investment was an increase in equity earnings from our Crestwood Permian equity investment ofsouth segment increased by approximately ~~$2.8~~$10.4 million and ~~$2.2~~$24.0 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 primarily due to the~~

~~Table of Contents~~

~~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 storage and transportation segment decreased by approximately~~ ~~$11.1 million~~ ~~and~~ ~~$30.5 million~~ ~~for the three and nine months ended September 30, 2017~~2023 compared to the same periods in ~~2016. The comparability of our storage and transportation segment's results was impacted by 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 Gas 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 million~~ ~~and~~ ~~$4.6 million, respectively, during the nine months ended September 30, 2017 compared to the same period in 2016. We also experienced lower operations and maintenance expenses of approximately~~ ~~$11.6 million~~ ~~during the nine months ended September 30, 2017 compared to the same period in 2016, primarily 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 periods 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 2016 and the in-service of the Dakota Access Pipeline system.

~~The comparability of our storage and transportation segment's EBITDA was also 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 accounting 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.~~2022. The change in ~~CEQP's storage~~CEQP’s gathering and ~~transportation segment's~~processing south 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~~However, CEQP did not record 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 millionloss on long-lived assets during ~~the nine months ended September 30, 2016.~~

~~Marketing, Supply and Logistics~~

~~EBITDA for our marketing, supply and logistics segment decreased by approximately $23.5 million for~~ the three months ended ~~September~~June 30, ~~2017 compared~~2022 related 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~~divestiture of our ~~marketing, supply and logistics segment's results was impacted~~Barnett operations due to historical impairments previously recorded by ~~goodwill impairments of approximately $87.4 million recorded during 2016. For a~~CEQP on Barnett’s long-lived assets, which is further ~~discussion of our goodwill impairments recorded during the first quarter of 2016, see~~discussed in Item 1. Financial Statements, Note 2.3.

~~Our supply~~Storage and Logistics

EBITDA for our storage and logistics ~~operations experienced an increase in revenues of~~segment increased by approximately ~~$105.3~~$132.5 million and ~~$302.8~~$153.3 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same periods in ~~2016,~~2022. Our EBITDA for the three and ansix months ended June 30, 2023 was impacted by a $132 million increase to the equity earnings from our Tres Holdings equity method investment as a result of recording a gain on the sale of the equity method investment as further discussed below.

Our storage and logistics segment’s revenues decreased by $412.4 million and $819.3 million during the three and six months ended June 30, 2023 compared to the same periods in 2022, and our costs of product/services sold decreased by $414.3 million and $837.2 million during those same periods.

Our NGL marketing and logistics operations experienced a decrease in revenues of approximately $261.9 million and $520.9 million during the three and six months ended June 30, 2023 compared to the same periods in 2022, and a decrease in costs of product/services sold of approximately ~~$117.8~~$269.1 million and ~~$297.3~~$546.0 million during those same periods. ~~During 2016, we experienced unseasonably warm weather which resulted~~These decreases were primarily driven by lower NGL prices during 2023 as a result of overall decreases in ~~lower demand for NGLs~~commodity prices during 2023 compared to ~~2017. The~~2022. Our NGL marketing and logistics operations’ costs of product/services sold ~~increases include a loss~~decreased more than its revenues primarily due to the increased demand for our storage and terminalling services during early 2023 due to unusual winter weather conditions in the Midwest and East Coast and the impact of ~~$24.1 million and $22.6 million~~commodity prices on our ~~commodity-based derivative contracts during the three~~assets and nine months ended September 30, 2017 and a $2.1 million and $4.1 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~~manage our company-wide crude oil, natural gas and NGL commodity price exposures. Included in our costs of ~~our NGL inventory.~~

product/services sold was a gain of $24.3 million and $31.5 million during the three and six months ended June 30,

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~~During~~2023, and a loss of $3.7 million and $51.3 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022 related to our ~~storage~~price risk management activities, which were also driven by the decreasing commodity prices described above.

Our crude oil and ~~terminals~~natural gas marketing operations ~~(including our West Coast operations)~~ experienced a ~~$39.0~~decrease in its revenues of approximately $151.0 million and ~~$104.1~~$298.3 million ~~increase in revenues~~during the three and six months ended June 30, 2023, compared to the same periods in ~~2016~~2022, and a ~~$45.1~~decrease in product costs of approximately $145.2 million and ~~$109.4~~$291.3 million ~~increase in costs of product/services sold~~ during those same periods. These ~~increases~~decreases were primarily driven by ~~increases~~lower crude oil purchases and sales as a result of decreases in ~~NGL~~commodity prices during 2023 compared to 2022.

Our storage and logistics segment’s EBITDA during the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2022 was impacted by a loss on long-lived assets of approximately $4.1 million primarily due to the buyout of leases related to our exiting the crude oil railcar leasing business.

Our storage and ~~the~~logistics segment’s EBITDA was also impacted by a net increase in ~~our costs~~earnings from unconsolidated affiliates of ~~product/services sold more than offset the increase in our revenues due to decreasing demand from our refinery customers primarily on the West Coast.~~

~~Revenues from our crude marketing operations increased by~~ approximately ~~$76.5~~$130.6 million and ~~$172.4~~$131.6 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same periods in ~~2016. In addition,~~2022. On April 3, 2023, we ~~experienced~~and Brookfield sold our respective interests in Tres Holdings to a subsidiary of Enbridge, Inc. We recorded a gain on the sale of approximately $132 million as an increase to the equity earnings from our Tres Holding equity method investment. Aside from recording the gain on the sale, our earnings from our Tres Holdings equity investment were relatively flat during the six months ended June 30, 2023 compared to the same period in 2022. For a further discussion of the sale of our ~~costs of product/services sold of approximately $76.0 million~~Tres Holding equity investment, see Item 1. Financial Statements, Note 5.

Other EBITDA Results

General 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 in the marketplace and lower commodity prices duringAdministrative Expenses. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, our general and administrative expenses decreased by approximately $1 million and $13 million compared to 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 costs of product/services sold period over period.~~

~~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~~2022, primarily due to ~~a $3.1 million property tax refund received~~transaction costs incurred in connection with our strategic transactions executed during ~~the third quarter of 2016 related to our West Coast operations.~~2022.

~~Other EBITDA Results~~

~~General and Administrative Expenses~~. During the three and nine months ended September 30, 2017, our general and administrative expenses increased compared to the same periods in 2016, primarily due to an increase in unit-based compensation charges based on higher average awards outstanding 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. In addition, we incurred additional costs during the third quarter of 2017 as a result of the relocation of Crestwood's Houston corporate headquarters.

Items not affecting EBITDA include the following:

Depreciation, Amortization and Accretion Expense. ~~Depreciation,~~During the three months ended June 30, 2023, CMLP’s depreciation, amortization and accretion expense decreased primarily due to the divestitures of our legacy Barnett and Marcellus operations in 2022, partially offset by our acquisitions during 2022. During the ~~nine~~three months ~~September~~ended June 30, ~~2017~~2023, CEQP’s depreciation, amortization and accretion expense was relatively flat. During the six months ended June 30, 2023, CEQP’s and CMLP’s depreciation, amortization and accretion expense increased compared to the same period in ~~2016,~~2022, primarily due to our acquisitions during 2022, partially offset by the ~~deconsolidation~~divestitures of ~~the Northeast storage~~our legacy Barnett and ~~transportation assets in June 2016 and Crestwood New Mexico~~Marcellus operations in ~~June 2017.~~2022.

Interest and Debt Expense, Net.~~Interest~~ During the three and six months ended June 30, 2023, our interest and debt expense, net ~~decreased~~increased by approximately ~~$3.3~~$15 million and ~~$23.1~~$35 million ~~during the three and nine months ended September 30, 2017~~ compared to the same periods in ~~2016,~~2022, primarily due to the ~~repayments of Crestwood Midstream's 2020~~2031 Senior Notes issued in January 2023 and ~~2022 Senior Notes.~~higher interest rates on borrowings under the CMLP Credit Facility during 2023 compared to 2022.

The following table provides a summary of our interest and debt expense, net (in millions):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Credit facilities	$	8.8	$	5.3	$	20.4	$	8.7
Senior notes	46.2		35.1		90.3		67.2
Other, net	1.1		0.4		2.1		1.3
Gross interest and debt expense	56.1		40.8		112.8		77.2
Less: capitalized interest	0.7		0.7		1.8		1.0
Interest and debt expense, net	$	55.4	$	40.1	$	111.0	$	76.2

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 notes 18.2
22.8
58.3
77.1
Other debt-related costs 1.7
1.9
5.4
5.4
Gross interest and debt expense 25.4
27.6
77.0
98.5
Less: capitalized interest 1.2
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~~. During the nine months ended September 30, 2017, we recognized a loss on extinguishment of debt of approximately $37.7 million in conjunction with the tender of the remaining principal amounts of Crestwood Midstream's 2020 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 CMLP credit facility, and sales of equity and debt securities. Our ~~operating subsidiaries~~equity 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’s non-controlling partner. The $434.2 million of preferred securities issued to Crestwood Niobrara’s non-controlling partner are redeemable by us and are also redeemable by the non-controlling partner beginning in January 2024, and we ~~will pay~~believe we have adequate borrowing capacity under the Crestwood Midstream credit facility along with adequate other potential sources of capital to fund any such potential redemption.

On July 20, 2023, we declared a quarterly cash distribution ~~related~~of $0.655 per unit to our common unitholders with respect to the second 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, we~~2023, which will be ~~required to make all future quarterly~~paid on August 14, 2023. 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 operations for approximately $225 million. 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, 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.

As of ~~September~~June 30, ~~2017, Crestwood Midstream~~2023, we had ~~$548.7~~$967.2 million of available capacity under ~~its~~the Crestwood Midstream credit facility, considering the most restrictive debt covenants in ~~its~~the credit agreement. ~~At September~~As of June 30, ~~2017, Crestwood Midstream was~~2023, we were in compliance with all of ~~its~~our debt covenants applicable to ~~its~~our credit facility and senior notes. See Item 1. Financial Statements, Note 8 for a description of the covenants related to our credit facility.

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. In January 2023, Crestwood Midstream issued $600 million of 7.375% unsecured senior notes due 2031 (the 2031 Senior Notes). We used the net proceeds from the issuance of the 2031 Senior Notes to repay borrowings under the Crestwood Midstream credit facility and to repay all outstanding borrowings under the Crestwood Permian credit facility, which was terminated in January 2023. In April 2023, we sold our 50% equity interest in Tres Holdings for approximately $178 million, including working capital adjustments, and we used the proceeds from the sale to repay amounts outstanding under the Crestwood Midstream credit facility.

Cash Flows

The following table provides a summary of Crestwood ~~Equity's~~Equity’s cash flows by category (in millions):


	Six Months Ended
	June 30,
	2023		2022
Net cash provided by operating activities	$	267.1	$	252.0
Net cash provided by (used in) investing activities	$	59.5	$	(206.4)
Net cash used in financing activities	$	(326.4)	$	(45.1)

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~~from operating activities increased by approximately ~~$16.3~~$15.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the same period in ~~2016,~~2022. The net increase was primarily ~~due to an increase in costs of product/services sold of approximately $964.8 million primarily from~~driven by our gathering and processing ~~and marketing, supply and logistics segments'~~ operations ~~discussed above,~~acquired in the Delaware Basin during 2022, partially offset by a ~~$908.5 million increase~~reduction in operating ~~revenues~~cash flows from ~~these segments' operations.~~our Barnett and Marcellus operations which were divested during 2022. In addition, ~~we experienced lower operations~~our general and ~~maintenance~~administrative expenses ~~of approximately $16.5 million~~decreased during the six months ended June 30, 2023 compared to the same period in 2022, primarily due to ~~the deconsolidation of~~transaction costs incurred in connection with 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.

strategic transactions executed during 2022.

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Investing Activities

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 anticipate that our~~Our growth and reimbursable capital expenditures ~~for~~during the ~~remainder of 2017~~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 ventures~~equity investments and borrowings under ~~the CMLP~~our credit facility.

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

The following table summarizes our capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 (in millions).:


Growth capital(1)	$	93.7
Maintenance capital	15.3
Other(2)	6.7
Purchases of property, plant and equipment	$	115.7

Growth capital $ 97.5
Maintenance capital 16.1
Other ⁽¹⁾
20.8
Purchases of property, plant and equipment 134.4
Reimbursements of property, plant and equipment (18.8 )
Net $ 115.6

(1)Includes payments of approximately $21 million related to 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.

Acquisition and Divestiture. In February 2022, we acquired Oasis Midstream, which included cash consideration of $160 million, net of cash acquired of approximately $14.9 million. In April 2023, we sold our 50% equity interest in Tres Holdings for approximately $178.4 million.

Investments in Unconsolidated Affiliates. Pursuant to our joint venture agreements with our respective equity investments, we periodically make contributions to our equity investments to fund their expansion projects and for other operating purposes. During the six months ended June 30, 2023 and 2022, we contributed approximately $6.6 million and $15.0 million to our equity investments.

Financing Activities

~~Significant items impacting~~The following equity and debt transactions impacted our financing activities during the ~~nine~~six months ended~~September~~ June 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, 2017~~2023 compared to the same period in ~~2016;~~2022:

~~$10.6 million of net proceeds from~~•During the ~~issuances of CEQP common units during the nine~~six months ended ~~September~~June 30, ~~2017; and~~

~~Increase in taxes paid for unit-based compensation vesting of~~2023, distributions to our partners increased by approximately ~~$4.5~~$12.7 million ~~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.~~2022, primarily due to an increase in common units outstanding as a result of the units issued in conjunction with our strategic transactions during 2022 as well as an increase in our distribution per limited partner unit from $0.625 per unit to $0.655 per unit beginning in the second quarter of 2022;

~~Debt Transactions~~

•During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, we received approximately $592.5 million from the issuance of the 2031 Senior Notes;

•During the six months ended June 30, 2022, payments under our finance leases increased primarily due to an option we exercised to purchase crude oil railcars under certain of our finance leases;

•During the six months ended June 30, 2022, we borrowed amounts under the Crestwood Midstream credit facility to (i) fund $160.0 million of cash consideration paid in conjunction with the merger with Oasis Midstream; and (ii) to repay approximately $218.4 million outstanding under the credit facility acquired in conjunction with the merger with Oasis Midstream; and

•During the six months ended June 30, 2023, our other debt-related transactions resulted in net ~~proceeds~~repayments under our credit facilities of approximately ~~$49.6~~$713.4 million compared to net ~~repayments~~borrowings of ~~$918.8~~approximately $17.3 million during the same period in 2016. This variance is primarily due to repayments of amounts outstanding under our Credit Facility with the proceeds from our Stagecoach Gas transaction and repayments of Crestwood Midstream's 2020 Senior Notes and 2022 Senior Notes. For a further discussion of these transactions, see Item 1. Financial Statements, Notes 4 and 7.

2022.

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Guarantor Summarized Financial Information

Crestwood Midstream and Crestwood Midstream Finance Corp. are issuers of our debt securities (the Issuers). Crestwood Midstream is a 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 its service as co-issuer of our senior notes. Obligations under Crestwood Midstream’s senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries (collectively, the Guarantor Subsidiaries), except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara LLC, and Powder River Basin Industrial Complex LLC and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). The assets and credit of our Non-Guarantor Subsidiaries are not available to satisfy the debts of the Issuers or Guarantor Subsidiaries, and the liabilities of our Non-Guarantor Subsidiaries do not constitute obligations of the Issuers or Guarantor Subsidiaries. In January 2023, Crestwood Permian and certain of its subsidiaries were designated as Guarantor Subsidiaries of Crestwood Midstream’s senior notes and its credit facility. For additional information regarding the Crestwood Midstream credit facility and senior notes and related guarantees, see our 2022 Annual Report on Form 10-K.

The following tables provide summarized financial information for the Issuers and 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.

Summarized Combined Balance Sheet Information (in millions)


	June 30, 2023		December 31, 2022
Current assets	$	479.5	$	588.4
Current assets - affiliates	$	1.3	$	1.3
Property, plant and equipment, net	$	3,797.9	$	3,295.8
Non-current assets	$	996.5	$	1,012.9
Current liabilities	$	355.3	$	466.1
Current liabilities - affiliates	$	2.9	$	41.5
Long-term debt, less current portion	$	3,259.1	$	3,171.5
Non-current liabilities	$	198.2	$	147.6

Summarized Combined Statement of Operations Information (in millions)


	Six Months Ended June 30, 2023
Revenues	$	2,247.7
Revenues - affiliates	$	0.8
Cost of products/services sold	$	1,773.1
Cost of products/services sold - affiliates	$	9.4
Operations and maintenance expenses(1)	$	99.7
General and administrative expenses(2)	$	53.8
Operating income	$	178.7
Net income	$	66.8

(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 six months ended June 30, 2023, we charged $8.8 million to our affiliates under these agreements.

(2) Includes $17.0 million of net general and administrative expenses that were charged by our affiliates to us.

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~~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 ~~market~~credit risks are discussed in our ~~2016~~2022 Annual Report on Form ~~10-K and there~~10-K. There have been no material changes in those exposures from December 31, ~~2016~~2022 to ~~September~~June 30, ~~2017.~~2023.


~~Item 4.~~	~~Controls and Procedures~~

Item 4.Controls and Procedures

Disclosure Controls and Procedures

As of ~~September~~June 30, ~~2017~~,2023, 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, dodoes 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's~~Equity’s and Crestwood ~~Midstream's~~Midstream’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and ~~our~~the Chief Executive Officer and Chief Financial Officer of their General Partners concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2017~~.2023.

Changes in Internal Control over Financial Reporting

There ~~were~~have been no changes toin Crestwood ~~Equity's~~Equity’s or Crestwood ~~Midstream's~~Midstream’s internal control over financial reporting during the three and six months ended ~~September~~June 30, ~~2017~~2023 that have materially affected, or are reasonably likely to materially affect Crestwood ~~Equity's~~Equity’s or Crestwood ~~Midstream's~~Midstream’s internal control over financial reporting.

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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 ~~2016~~2022 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.


~~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.~~

During the three months ended June 30, 2023, none of our directors of officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Table of Contents

Item 6.Exhibits


~~Item 6.~~	~~Exhibits~~



Exhibit Number						Description
2.1						~~Contribution~~Purchase and Sale Agreement, dated as of ~~April 20, 2016, by and between Crestwood Pipeline and Storage Northeast LLC and~~May 31, 2021 among Con Edison Gas Pipeline and Storage Northeast, LLC, Crestwood Pipeline and Storage Northeast LLC, as the Sellers, Stagecoach Gas Services LLC as the Company, Kinder Morgan Operating LLC “A” as Buyer, Con Edison Transmission, Inc. (solely for the limited purposes set forth therein) and Crestwood Midstream Partners LP (solely for the limited purposes set forth therein) (incorporated by reference to Exhibit 2.1 to Crestwood Equity Partners ~~LP's~~LP’s Form 8-K filed on ~~April 22, 2016)~~June 1, 2021)

~~3.1~~2.2						Equity Purchase Agreement, dated as of May 25, 2022, by and among Sendero Midstream Partners, LP, Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B (Sendero IP), LP, Energy Capital Partners III-C (Sendero IP), LP, Carlsbad Co-Invest, LP, ECP III (Sendero Co-Invest) Corp, Sendero Midstream Management, LLC, Sendero Midstream GP, LLC, Crestwood Midstream Partners LP, Crestwood Sendero GP LLC, and Crestwood Equity Partners LP (solely for the limited purposes set forth therein) (incorporated by reference to Exhibit 2.1 to Crestwood Equity Partners LP’s Form 8-K filed on May 26, 2022)

2.3						Contribution Agreement, dated as of May 25, 2022, by and between FR XIII Crestwood Permian Basin Holdings LLC and Crestwood Equity Partners LP (incorporated by reference to Exhibit 2.2 to Crestwood Equity Partners LP’s Form 8-K filed on May 26, 2022)

3.1						Certificate of Limited Partnership of Inergy, L.P. (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Registration Statement on Form S-1 filed on March 14, 2001)

3.2						Certificate of Correction of Certificate of Limited Partnership of Inergy, L.P. (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Form 10-Q filed on May 12, 2003)

3.3						Amendment to the Certificate of Limited Partnership of Crestwood Equity Partners LP (the “Company”) (f/k/a Inergy, L.P.) dated as of October 7, 2013 (incorporated herein by reference to Exhibit 3.2 to Crestwood Equity Partners LP's Form 8-K filed on October 10, 2013)

3.4						Certificate of Formation of Inergy GP, LLC (incorporated by reference to Exhibit 3.5 to Inergy, L.P.'s Registration Statement on Form S-1/A filed on May 7, 2001)

3.5						Certificate of Amendment of Crestwood Equity GP LLC (the “General Partner”) (f/k/a Inergy GP, LLC) dated as of October 7, 2013 (incorporated by reference to Exhibit 3.3A to Crestwood Equity Partners LP's Form 10-Q filed on November 8, 2013)

3.6						First Amended and Restated Limited Liability Company Agreement of Inergy GP, LLC dated as of September 27, 2012 (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Form 8-K filed on September 27, 2012)

3.7						Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of the General Partner ~~dated~~entered into and effective as of October 7, 2013 (incorporated by reference to Exhibit 3.4A to Crestwood Equity Partners LP's Form 10-Q filed on November 8, 2013)

3.8						Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP dated as of April 11, 2014 (incorporated herein by reference to Exhibit 3.1 to Crestwood Equity Partners LP's Form 8-K filed on April 11, 2014)

3.9						First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP entered into and effective as of September 30, 2015 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partner LP’s Form 8-K filed on October 1, 2015)

3.10						Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP entered into and effective as of November 8, 2017 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partners LP’s Form 8-K filed on November 13, 2017)

3.11						Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP entered into and effective as of May 30, 2018 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partners LP’s Form 8-K filed on June 4, 2018)

3.12						Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, dated as of September 30, 2015 (incorporated by reference to Exhibit 3.1 to Crestwood Midstream Partners LP's Form 8-K filed on October 1, 2015)

~~3.11~~3.13						Certificate of Formation of NRGM GP, LLC (incorporated herein by reference to Exhibit 3.7 to Inergy Midstream, L.P.'s Form S-1/A filed on November 21, 2011)

Table of Contents


~~3.12~~3.14		Amended and Restated Limited Liability Company Agreement of NRGM GP, LLC, dated December 21, 2011 (incorporated herein by reference to Exhibit 3.2 to Inergy Midstream, L.P.'s Form 8-K filed on December 22, 2011)

~~3.13~~3.15		Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Crestwood Midstream GP LLC (f/k/a NRGM GP, LLC) (incorporated herein by reference to Exhibit 3.39 to Crestwood Midstream Partners LP's Form S-4/A filed on October 28, 2013)

~~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~~

~~Table of Contents~~



*31.13.16						Fourth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP entered into and effective as of June 28, 2019 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partners LP’s Form 8-K filed on June 28, 2019)

3.17						Sixth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP dated August 20, 2021 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partners LP’s Form 8-K filed on August 20, 2021)

3.18						Second Amended and Restated Limited Liability Company Agreement of Crestwood Equity GP LLC dated August 20, 2021 (incorporated by reference to Exhibit 3.2 to Crestwood Equity Partners LP’s Form 8-K on August 20, 2021)

*10.1						2023 Second Omnibus Amendment to Employment Agreements dated January 1, 2023 .

*10.2						Amendment to Employment Agreement between Crestwood Operations LLC and Diaco Aviki dated June 30, 2023.

*10.3						Amendment to Employment Agreement between Crestwood Operations LLC and John Black dated June 30, 2023.

*10.4						Third Amendment to the Crestwood Equity Partners LP 2018 Long-Term Incentive Plan

*31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Equity Partners LP

*31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Equity Partners LP

*31.3						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Midstream Partners LP

*31.4						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Midstream Partners LP

*32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Equity Partners LP

*32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Equity Partners LP

*32.3						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Midstream Partners LP

*32.4						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Midstream Partners LP

**101.INS						Inline 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.SCH						Inline XBRL Taxonomy Extension Schema Document

**101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

**101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

**101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

**101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document



*	~~Filed herewith~~
104		Cover 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.

Table of Contents

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:

August 3, 2023

~~CRESTWOOD EQUITY PARTNERS LP~~By:

/s/ JOHN BLACK

~~By:~~

~~CRESTWOOD EQUITY GP LLC~~John Black

~~(its general partner)~~

~~Date:~~

~~November 2, 2017~~

~~By:~~

~~/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, 2017~~August 3, 2023

By:

/s/ ~~ROBERT T. HALPIN~~JOHN BLACK

~~Robert T. Halpin~~John Black

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)



(Exact name of registrant as specified in its charter)	Commission file number	State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
Crestwood Equity Partners LP	001-34664	Delaware	43-1918951
Crestwood Midstream Partners LP	001-35377	Delaware	20-1647837


	Title of each class	Trading Symbol	Name of each exchange on which registered
Crestwood Equity Partners LP	Common Units representing limited partnership interests	CEQP	New York Stock Exchange
Crestwood Equity Partners LP	Preferred Units representing limited partnership interests	CEQP-P	New York Stock Exchange
Crestwood Midstream Partners LP	None	None	None


		Page
Part I – Financial Information

		~~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 Income~~Partners’ Capital		76

~~Consolidated Statement of Partners’ Capital~~		8

Consolidated Statements of Cash Flows	97

Crestwood Midstream Partners LP

Consolidated Balance Sheets		108

Consolidated Statements of Operations		119

Consolidated ~~Statement~~Statements of Partners’ Capital		1310

Consolidated Statements of Cash Flows		1411

Notes to Consolidated Financial Statements		1512

Note 1. Organization and Business Description		12

Note 2. Basis of Presentation and Summary of Significant Accounting Policies		12

Note 3. Acquisition and Divestitures		13

Note 4. Certain Balance Sheet Information		14

Note 5. Investments in Unconsolidated Affiliates		14

Note 6. Risk Management		15

Note 7. Fair Value Measurements		17

Note 8. Long-Term Debt		19

Note 9. Commitments and Contingencies		20

Note 10. Leases		21

Note 11. Partners’ Capital and Non-Controlling Partner		22

Note 12. Earnings Per Limited Partner Unit		23

Note 13. Segments		24

Note 14. Revenues		27

Note 15. Related Party Transactions		32



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4234

Item 3. Quantitative and Qualitative Disclosures About Market Risk		5444

Item 4. Controls and Procedures		5444

Part II – Other Information

Item 1. Legal Proceedings		5545

Item 1A. Risk Factors		5545

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		5545

Item 3. Defaults Upon Senior Securities		5545

Item 4. Mine Safety Disclosures		5545

Item 5. Other Information		5545

Item 6. Exhibits		5646

Signature		5848

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, 2016	345.0		289.8
Inventory	92.9		66.0
Assets from price risk management activities	7.8		6.3
Prepaid expenses and other current assets	5.2		9.7
Total current assets	452.3		373.4
Property, plant and equipment	2,599.6		2,555.4
Less: accumulated depreciation and depletion	547.5		457.8
Property, plant and equipment, net	2,052.1		2,097.6
Intangible assets	898.6		898.6
Less: accumulated amortization	281.4		241.2
Intangible assets, net	617.2		657.4
Goodwill	199.0		199.0
Investments in unconsolidated affiliates	1,198.5		1,115.4
Other assets	6.2		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 liabilities	112.5		90.5
Liabilities from price risk management activities	52.6		28.6
Current portion of long-term debt	0.9		1.0
Total current liabilities	478.7		337.3
Long-term debt, less current portion	1,615.4		1,522.7
Other long-term liabilities	48.2		44.6
Deferred income taxes	4.7		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’ capital	2,178.4		2,346.5
Interest of non-controlling partners in subsidiaries	199.9		192.5
Total partners’ capital	2,378.3		2,539.0
Total liabilities and partners’ capital	$	4,525.3	$	4,448.9


	June 30, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash	$	7.7	$	7.5

Accounts receivable, less allowance for doubtful accounts of $0.3 and $0.5 at June 30, 2023 and December 31, 2022	297.1		432.2
Inventory	98.3		122.6
Assets from price risk management activities	84.7		72.8

Prepaid expenses and other current assets	11.1		18.7
Total current assets	498.9		653.8
Property, plant and equipment	5,444.7		5,353.2
Less: accumulated depreciation	948.4		822.8
Property, plant and equipment, net	4,496.3		4,530.4
Intangible assets	1,306.3		1,306.3
Less: accumulated amortization	334.6		300.7
Intangible assets, net	971.7		1,005.6
Goodwill	223.0		223.0
Operating lease right-of-use assets, net	28.3		24.4
Investments in unconsolidated affiliates	77.8		119.5
Other non-current assets	10.5		10.3
Total assets	$	6,306.5	$	6,567.0

Liabilities and capital
Current liabilities:
Accounts payable	$	197.6	$	305.5
Accrued expenses and other liabilities	157.3		180.8
Liabilities from price risk management activities	9.2		23.9


Total current liabilities	364.1		510.2
Long-term debt, less current portion	3,259.1		3,378.3

Other long-term liabilities	326.5		333.4
Deferred income taxes	3.4		3.5
Total liabilities	3,953.1		4,225.4
Commitments and contingencies (Note 9)
Interest of non-controlling partner in subsidiary	434.2		434.4
Partners’ capital:
Crestwood Equity Partners LP partners’ capital (105,240,138 and 104,646,374 common units issued and outstanding at June 30, 2023 and December 31, 2022)	1,307.2		1,295.2
Preferred units (71,257,445 units issued and outstanding at both June 30, 2023 and December 31, 2022)	612.0		612.0
Total partners’ capital	1,919.2		1,907.2
Total liabilities and capital	$	6,306.5	$	6,567.0



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~~


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



Crestwood Equity Partners LP						o☐
Crestwood Midstream Partners LP						o☐



Crestwood Equity Partners LP						~~70,291,071~~105,242,300
Crestwood Midstream Partners LP						None

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 logistics	502.0			271.3			1,353.7			735.2
	855.3			477.4			2,325.4			1,302.9
Services revenues:
Gathering and processing	80.6			72.5			235.0			217.9
Storage and transportation	6.2			18.3			24.7			131.5
Marketing, supply and logistics	13.0			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 revenues	955.6			587.6			2,634.0			1,725.5

Costs of product/services sold (exclusive of items shown separately below):
Product costs:
Gathering and processing	374.9			221.1			1,038.1			618.4
Marketing, supply and logistics	468.4			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 transportation	0.2			0.1			0.3			4.9
Marketing, supply and logistics	11.3			11.4			35.8			37.9
	11.5			11.5			36.1			42.9
Total costs of products/services sold	858.5			466.7			2,271.6			1,280.1

Expenses:
Operations and maintenance	35.5			33.1			103.4			119.9
General and administrative	22.5			18.3			71.6			70.2
Depreciation, amortization and accretion	48.1			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		)


	Preferred			Common
	Units	Capital		Units	Capital		Total Partners’ Capital
Balance at December 31, 2022	71.3	$	612.0	104.6	$	1,295.2	$	1,907.2
Distributions to partners	—	(15.0)		—	(68.9)		(83.9)

Unit-based compensation	—	—		1.1	11.8		11.8
Taxes paid for unit-based compensation vesting	—	—		(0.5)	(14.8)		(14.8)
Other	—	—		0.1	1.6		1.6
Net income	—	15.0		—	16.4		31.4
Balance at March 31, 2023	71.3	$	612.0	105.3	$	1,241.3	$	1,853.3
Distributions to partners	—	(15.0)		—	(68.9)		(83.9)
Unit-based compensation	—	—		—	9.2		9.2
Taxes paid for unit-based compensation vesting	—	—		(0.1)	(0.8)		(0.8)
Other	—	—		—	(0.2)		(0.2)
Net income	—	15.0		—	126.6		141.6
Balance at June 30, 2023	71.3	$	612.0	105.2	$	1,307.2	$	1,919.2

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

	Preferred			Partners
	Units	Capital		Common Units		Subordinated Units	Capital			Non-Controlling Partners			Total Partners’ Capital
Balance at December 31, 2016	66.5	$	564.5	69.1		0.4	$	1,782.0		$	192.5		$	2,539.0
Distributions to partners	4.8	—		—		—	(125.4		)	(11.4		)	(136.8		)
Unit-based compensation charges	—	—		0.9		—	18.9			—			18.9
Taxes paid for unit-based compensation vesting	—	—		(0.2	)	—	(5.3		)	—			(5.3		)
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		)
Net income (loss)	—	47.5		—		—	(113.3		)	18.8			(47.0		)
Balance at September 30, 2017	71.3	$	612.0	70.2		0.4	$	1,566.4		$	199.9		$	2,378.3

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, 2016	344.7		289.8
Inventory	92.9		66.0
Assets from price risk management activities	7.8		6.3
Prepaid expenses and other current assets	5.2		9.7
Total current assets	451.7		373.1
Property, plant and equipment	2,929.6		2,885.5
Less: accumulated depreciation and depletion	687.4		587.1
Property, plant and equipment, net	2,242.2		2,298.4
Intangible assets	883.1		883.1
Less: accumulated amortization	268.1		230.2
Intangible assets, net	615.0		652.9
Goodwill	199.0		199.0
Investments in unconsolidated affiliates	1,198.5		1,115.4
Other assets	2.6		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 liabilities	111.8		87.9
Liabilities from price risk management activities	52.6		28.6
Current portion of long-term debt	0.9		1.0
Total current liabilities	475.3		332.0
Long-term debt, less current portion	1,615.4		1,522.7
Other long-term liabilities	45.3		42.0
Deferred income taxes	0.7		0.7
Commitments and contingencies (Note 10)
Partners’ capital	2,372.4		2,550.7
Interest of non-controlling partners in subsidiary	199.9		192.5
Total partners’ capital	2,572.3		2,743.2
Total liabilities and partners’ capital	$	4,709.0	$	4,640.6


	Total Partners’ Capital
Balance at December 31, 2022	$	1,907.3
Distributions to partners	(85.9)
Unit-based compensation	11.8
Taxes paid for unit-based compensation vesting	(14.8)

Net income	32.8
Balance at March 31, 2023	$	1,851.2
Distributions to partners	(85.4)
Unit-based compensation	9.2
Taxes paid for unit-based compensation vesting	(0.8)

Net income	143.1
Balance at June 30, 2023	$	1,917.3


	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	13.0
Taxes paid for unit-based compensation vesting	(14.9)
Other	0.1
Net income	10.0
Balance at March 31, 2022	$	2,092.4
Distributions to partners	(81.6)
Unit-based compensation	8.6
Taxes paid for unit-based compensation vesting	(0.7)

Net loss	(24.9)
Balance at June 30, 2022	$	1,993.8

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



Gathering and Processing
Marcellus	$	8.6
Storage and Transportation
COLT	13.7
Marketing, Supply and Logistics
Supply and Logistics	65.5
Storage and Terminals	14.1
Trucking	7.8
Total	$	109.7


	June 30,		December 31,
	2023		2022
CMLP
Accrued expenses	$	38.8	$	66.5
Accrued property taxes	7.5		8.4
Income tax payable	0.6		0.9
Interest payable	62.5		43.2
Accrued additions to property, plant and equipment	15.1		35.6
Operating leases	12.1		10.9
Finance leases	1.5		1.9
Contract liabilities	17.6		11.7
Asset retirement obligations	0.8		0.4
Total CMLP accrued expenses and other liabilities	$	156.5	$	179.5
CEQP
Accrued expenses	0.8		1.2
Income tax payable	—		0.1
Total CEQP accrued expenses and other liabilities	$	157.3	$	180.8


	Investment				Earnings (Loss) from Unconsolidated Affiliates				Earnings (Loss) from Unconsolidated Affiliates
					Three Months Ended				Six Months Ended
	June 30,		December 31,		June 30,				June 30,
	2023		2022		2023		2022		2023		2022
Crestwood Permian Basin LLC(1)	$	74.6	$	76.5	$	0.6	$	—	$	0.9	$	—
Tres Palacios Holdings LLC(2)	—		39.8		131.9		1.3		133.5		1.9
Powder River Basin Industrial Complex, LLC(3)	3.2		3.2		(0.1)		(0.1)		(0.3)		(0.3)
Crestwood Permian Basin Holdings LLC(4)	—		—		—		4.8		—		7.4
Total	$	77.8	$	119.5	$	132.4	$	6.0	$	134.1	$	9.0



	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.


~~(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.


	Distributions				Contributions
	Six Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Crestwood Permian Basin	$	4.0	$	—	$	1.2	$	—
Tres Holdings	—		1.4		5.1		6.5
PRBIC	—		—		0.3		—
Crestwood Permian	—		13.6		—		8.5
Total	$	4.0	$	15.0	$	6.6	$	15.0


~~(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.


	June 30, 2023		December 31, 2022
	Fixed Price Payor	Fixed Price Receiver	Fixed Price Payor	Fixed Price Receiver
Propane, ethane, butane, heating oil and crude oil (MMBbls)	81.1	84.5	67.2	70.2
Natural gas (Bcf)	17.1	17.3	44.2	48.4



	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	—	—


	June 30, 2023

	Level 1		Level 2		Level 3		Gross Fair Value		Contract Netting(1)		Collateral/Margin Received or Paid		Fair Value
Assets
Assets from price risk management	$	10.2	$	610.6	$	—	$	620.8	$	(534.4)	$	(1.7)	$	84.7
Other investments(2)	2.6		—		—		2.6		—		—		2.6
Total assets at fair value	$	12.8	$	610.6	$	—	$	623.4	$	(534.4)	$	(1.7)	$	87.3

Liabilities
Liabilities from price risk management with credit-risk-related contingent features	$	7.4	$	563.6	$	—	$	571.0	$	(534.4)	$	(33.1)	$	3.5
Liabilities from price risk management without credit-risk-related contingent features	—		5.6		—		5.6		—		0.1		5.7
Total liabilities at fair value	$	7.4	$	569.2	$	—	$	576.6	$	(534.4)	$	(33.0)	$	9.2


	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
2025 Senior Notes	$	498.1	$	493.9	$	497.6	$	486.7
2027 Senior Notes	$	595.9	$	567.5	$	595.3	$	556.9
February 2029 Senior Notes	$	692.8	$	654.6	$	692.1	$	642.1
April 2029 Senior Notes(1)	$	474.6	$	458.4	$	476.7	$	450.0
2031 Senior Notes	$	591.3	$	593.5	$	—	$	—



	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.~~


	June 30, 2023		December 31, 2022
CMLP Credit Facility	$	417.4	$	922.3
CPBH Credit Facility	—		206.8
2025 Senior Notes	500.0		500.0
2027 Senior Notes	600.0		600.0
February 2029 Senior Notes	700.0		700.0
April 2029 Senior Notes	450.0		450.0
April 2029 Senior Notes fair value adjustment, net(1)	24.6		26.7
2031 Senior Notes	600.0		—

Less: deferred financing costs, net	32.9		27.5


Total long-term debt	$	3,259.1	$	3,378.3



	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 Notes	700.0		700.0
2025 Senior Notes	500.0		—
Other	2.4		3.7
Less: deferred financing costs, net	30.2		34.0
Total debt	1,616.3		1,523.7
Less: current portion	0.9		1.0
Total long-term debt, less current portion	$	1,615.4	$	1,522.7



Issuance Dates	Common Units	Net Proceeds⁽¹⁾ (in millions)
Third Quarter 2017	437,518	$	10.6