EnLink Midstream Partners (ENLK) 10-Q8 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Oct. 25, 2013
Entity Information [Abstract]	'	'
Document Type	'10-Q	'
Document Fiscal Period Focus	'Q3	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Amendment Flag	'false	'
Entity Registrant Name	'CROSSTEX ENERGY LP	'
Entity Central Index Key	'0001179060	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Large Accelerated Filer	'
Entity Well-known Seasoned Issuer	'Yes	'
Entity Common Stock, Shares Outstanding	'	90,135,937

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$9	$124
Accounts receivable:	'	'
Trade, net of allowance for bad debt of $520 and $535, respectively	82,072	63,690
Accrued revenue and other	123,612	155,720
Fair value of derivative assets	1,110	3,234
Natural gas and natural gas liquids, inventory, prepaid expenses and other	20,309	11,853
Assets held for disposition	0	22,599
Total current assets	227,112	257,220
Property and equipment, net of accumulated depreciation of $573,701 and $503,867, respectively	1,791,619	1,471,248
Intangible assets, net of accumulated amortization of $219,056 and $263,305, respectively	320,804	425,005
Goodwill	153,802	152,627
Investment in limited liability company	99,561	90,500
Other assets, net	23,456	25,989
Total assets	2,616,354	2,422,589
Current liabilities:	'	'
Accounts payable, drafts payable and other	29,927	32,265
Accrued gas and crude oil purchases	127,325	140,344
Fair value of derivative liabilities	600	1,310
Other current liabilities	82,349	71,340
Accrued interest	14,936	26,712
Liabilities held for disposition	0	3,572
Total current liabilities	255,137	275,543
Long-term debt	1,042,728	1,036,305
Other long-term liabilities	27,889	30,256
Deferred tax liability	65,907	71,404
Fair value of derivative liabilities	19	0
Commitments and contingencies	'	'
Partners' equity	1,224,674	1,009,081
Total liabilities & partners' capital	$2,616,354	$2,422,589

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets, Noncurrent [Abstract]	'	'
Allowance for trade and other receivables	$520	$535
Property plant and equipment accumulated depreciation	573,701	503,867
Intangible assets accumulated amortization	$219,056	$263,305

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:	'	'	'	'
Revenues	$468,362	$444,947	$1,368,640	$1,265,308
Operating costs and expenses:	'	'	'	'
Purchased gas, NGLs and crude oil	368,349	345,202	1,068,464	975,507
Operating expenses	39,090	35,551	113,204	93,928
General and administrative	15,605	16,470	50,053	44,398
(Gain) loss on sale of property	-270	109	-175	-395
(Gain) loss on derivatives	1,634	759	1,662	-1,977
Depreciation and amortization	33,205	45,059	101,566	110,107
Impairment	72,576	0	72,576	0
Total operating cost and expenses	530,189	443,150	1,407,350	1,221,568
Operating income (loss)	-61,827	1,797	-38,710	43,740
Other income (expense):	'	'	'	'
Interest expense, net of interest income	-16,430	-23,229	-54,874	-63,932
Equity in income (loss) of limited liability company	-65	1,511	-106	1,511
Other income	38	4,439	368	4,464
Total other expense	-16,457	-17,279	-54,612	-57,957
Loss before non-controlling interest and income taxes	-78,284	-15,482	-93,322	-14,217
Income tax provision	-554	-672	-2,097	-1,507
Net loss	-78,838	-16,154	-95,419	-15,724
Less: Net loss attributable to the non-controlling interest	0	-54	0	-163
Net loss attributable to Crosstex Energy, L.P.	-78,838	-16,100	-95,419	-15,561
Preferred interest in net loss attributable to Crosstex Energy, L.P.	8,286	5,640	23,497	15,346
General partner interest in net loss	-1,451	-309	-3,007	-420
Limited partners' interest in net income (loss) attributable to Crosstex Energy, L.P.	($85,673)	($21,431)	($115,909)	($30,487)
Net loss attributable to Crosstex Energy, L.P. per limited partners' unit:	'	'	'	'
Basic and diluted per common unit (usd per unit)	($0.95)	($0.34)	($1.38)	($0.53)

Consolidated_Statements_of_Com

Consolidated Statements of Comprehensive Income (Loss) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement of Comprehensive Income [Abstract]	'	'	'	'
Net loss	($78,838)	($16,154)	($95,419)	($15,724)
Hedging gains reclassified to earnings	-448	-593	-939	-168
Adjustment in fair value of derivatives	-745	-179	262	1,578
Comprehensive loss	-80,031	-16,926	-96,096	-14,314
Comprehensive loss attributable to non-controlling interest	0	54	0	163
Comprehensive loss attributable to Crosstex Energy, L.P.	($80,031)	($16,872)	($96,096)	($14,151)

Consolidated_Statements_of_Cha

Consolidated Statements of Changes in Partners' Equity (USD $)	Total	Common Units	Preferred Units	General Partner Interest	Accumulated Other Comprehensive Income (Loss)
In Thousands, unless otherwise specified	Total	Common Units	Preferred Units	General Partner Interest	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2012	$1,009,081	$832,529	$154,137	$21,784	$631
Balance (Shares) at Dec. 31, 2012	'	66,743	15,072	1,553	'
Increase (Decrease) in Partners' Capital	'	'	'	'	'
Issuance of common units	389,186	389,186	0	0	'
Issuance of common units (shares)	'	22,975	0	0	0
Proceeds from exercise of unit options	737	737	0	0	0
Proceeds from exercise of unit options (shares)	'	133	0	0	'
Conversion of restricted units, net of units withheld for taxes	-1,928	-1,928	0	0	0
Conversion of restricted units for common units, net of units withheld for taxes (shares)	'	283	0	0	'
Stock-based compensation	11,078	5,534	0	5,544	0
Distributions	-87,383	-82,303	0	-5,080	0
Distributions (Shares)	'	0	1,154	24	'
Hedging gains reclassified to earnings	-939	0	0	0	-939
Adjustment in Fair Value of Derivatives	262	0	0	0	262
Net income (loss)	-95,419	-115,909	23,497	-3,007	0
Balance at Sep. 30, 2013	$1,224,675	$1,027,846	$177,634	$19,241	($46)
Balance (Shares) at Sep. 30, 2013	'	90,134	16,226	1,577	'

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Statement of Cash Flows [Abstract]	'	'
Net loss	($95,419)	($15,724)
Adjustments to reconcile net loss to net cash provided by operating activities:	'	'
Depreciation and amortization	101,566	110,107
Impairment	72,576	0
Gain on sale of property and other assets	-175	-3,381
Deferred tax benefit	-6,031	-375
Non-cash stock-based compensation	11,078	7,496
(Gain) Loss on derivatives recognized in net loss	-1,662	1,977
Cash received (paid) on derivatives not recognized as revenue	2,418	-7,500
Amortization of debt issue costs	4,558	3,940
Amortization of discount on notes	1,423	1,423
Distribution of earnings from limited liability company	3,144	0
Equity in (income) loss of limited liability company	106	-1,511
Changes in assets and liabilities:	'	'
Accounts receivable, accrued revenue and other	12,548	-18,431
Natural gas and natural gas liquids, prepaid expenses and other	-6,642	-7,144
Accounts payable, accrued gas and crude oil purchases and other accrued liabilities	-10,857	-26,296
Net cash provided by operating activities	88,631	44,581
Cash flows from investing activities:	'	'
Additions to property and equipment	-397,354	-141,319
Acquisition of business	0	-212,521
Proceeds from sale of property	18,459	11,677
Investment in limited liability company	-22,261	-52,250
Distribution from limited liability company in excess of earnings	9,951	0
Net cash used in investing activities	-391,205	-394,413
Cash flows from financing activities:	'	'
Proceeds from borrowings	314,500	696,500
Payments on borrowings	-309,500	-526,000
Payments on capital lease obligations	-2,433	-2,337
Increase in drafts payable	1,306	4,319
Debt refinancing costs	-2,026	-6,896
Conversion of restricted units, net of units withheld for taxes	-1,928	-1,030
Issuance of common units	389,186	232,791
Distribution to partners	-87,383	-72,947
Proceeds from exercise of unit options	737	347
Contributions from general partner	0	3,460
Net cash provided by financing activities	302,459	328,207
Net increase (decrease) in cash and cash equivalents	-115	-21,625
Cash and cash equivalents, beginning of period	124	24,143
Cash and cash equivalents, end of period	9	2,518
Cash paid for interest	78,334	70,460
Cash paid for income taxes	$6,565	$953

General

General	9 Months Ended
General	Sep. 30, 2013
General [Abstract]	'
General	'
	General

	Unless the context requires otherwise, references to “we,” “us,” “our” or the “Partnership” mean Crosstex Energy, L.P. and its consolidated subsidiaries.

	Crosstex Energy, L.P., a Delaware limited partnership formed on July 12, 2002, is engaged in the gathering, processing, transmission and marketing to producers of natural gas, natural gas liquids ("NGLs") and crude oil. We also provide crude oil, condensate and brine services to producers. We connect the wells of natural gas producers in our market areas to our gathering systems, process natural gas for the removal of NGLs, fractionate NGLs into purity products and market those products for a fee, transport natural gas and ultimately provide natural gas to a variety of markets. We purchase natural gas from natural gas producers and other supply sources and sell that natural gas to utilities, industrial consumers, other marketers and pipelines. We operate processing plants that process gas transported to the plants by major interstate pipelines or from our own gathering systems under a variety of fee arrangements. In addition, we purchase natural gas from producers not connected to our gathering systems for resale and sell natural gas on behalf of producers for a fee. We provide a variety of crude services throughout the Ohio River Valley ("ORV") which include crude oil gathering via pipelines and trucks and oilfield brine disposal. We also have crude oil terminal facilities in south Louisiana that provide access for crude oil producers to the premium markets in this area.

	Crosstex Energy GP, LLC (the “General Partner”) is the general partner of the Partnership. Crosstex Energy GP, LLC is a direct, wholly-owned subsidiary of Crosstex Energy, Inc. ("CEI").

	(a) Basis of Presentation

	The accompanying condensed consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America ("US GAAP") for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements for the prior year to conform to the current presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2012.

	The preparation of financial statements in accordance with US GAAP requires management of the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.

	(b) Comprehensive Income (Loss)

	Accumulated Other Comprehensive Income Reclassifications. In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-2”). ASU 2013-2 requires disclosure of amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. For the three months ended September 30, 2013 and 2012, we reclassified cash flow hedge gains in the amounts of $0.4 million and $0.6 million, respectively, and $0.9 million and $0.2 million for the nine months ended September 30, 2013 and 2012, respectively, included in other comprehensive income to revenues on the condensed consolidated statement of operations.

	(c) Intangible Asset Impairment

	In August 2013, the Partnership shutdown the Eunice processing plant (the “Plant”), which is located in south Louisiana and is part of our PNGL segment, due to adverse economics driven by low NGL prices and low processing volumes which we do not see improving in the near future based on forecasted price curves. The Partnership recorded an impairment expense of $72.6 million during the third quarter of 2013 related to the intangible assets for the terminated customer relationships attributable to the Plant shut-down.
	(d) Goodwill

	Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The Partnership evaluates goodwill for impairment annually as of July 1, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Partnership first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Partnership may elect to perform the two-step goodwill impairment test without completing a qualitative assessment. If a two-step process goodwill impairment test is elected or required, the first step involves comparing the fair value of the reporting unit, to which goodwill has been allocated, with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value to the carrying value of the goodwill for that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, the excess of the carrying value over the implied fair value is recognized as an impairment loss. There were no impairment charges resulting from the Partnership's July 1, 2013 impairment testing, and no event indicating impairment has occurred subsequent to that date.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2013
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]	'
Mergers Acquisitions And Dispositions Disclosures	'
	Acquisition

	On July 2, 2012, the Partnership, through a wholly-owned subsidiary, acquired all of the issued and outstanding common stock of Clearfield Energy, Inc. and its wholly owned subsidiaries (collectively, “Clearfield”). Clearfield’s business included crude oil pipelines, a barge loading terminal on the Ohio River, a rail loading terminal on the Ohio Central Railroad network, a trucking fleet and brine disposal wells. All of these assets are included in the Partnership’s ORV segment.

	Purchase Price Allocation

	The Partnership paid approximately $215.4 million in cash in the acquisition. The following table is a summary of the consideration paid in the Clearfield acquisition and the purchase price allocation for the fair value of the assets acquired and liabilities assumed at the acquisition date:



	Purchase Price Allocation (in thousands):

	Purchase Price to Clearfield Energy, Inc.	$	215,397

	Total Purchase Price	$	215,397



	Assets acquired:

	Current assets	17,622

	Assets held for disposition	19,358

	Property, plant and equipment	91,422

	Goodwill	153,802

	Intangibles	37,600

	Liabilities assumed:

	Current liabilities	(28,274		)

	Liabilities held for disposition	(1,400		)

	Deferred taxes	(65,228		)

	Long term liabilities	(9,505		)

	Total purchase price	$	215,397


	From the period July 2, 2012 to September 30, 2012, the Partnership recognized $52.9 million of crude oil buy/sell, crude oil transportation and brine service sales related to properties acquired in the Clearfield acquisition. For the period July 2, 2012 to September 30, 2012, the Partnership recognized $46.1 million of net operating expense related to properties acquired in the Clearfield acquisition.

	Pro Forma Information

	The following unaudited pro forma condensed financial data for the nine months ended September 30, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2012. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.



		Nine Months Ended
		September 30, 2012

	Pro forma total revenues	$	1,371,219

	Pro forma net loss	$	(18,005	)
	Pro forma net loss attributable to Crosstex Energy, L.P.	$	(17,892	)
	Pro forma net loss per common unit:

	Basic and Diluted	$	(0.32	)

LongTerm_Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2013
Long-term Debt, by Current and Noncurrent [Abstract]	'
Long-Term Debt	'
	Long-Term Debt

	As of September 30, 2013 and December 31, 2012, long-term debt consisted of the following (in thousands):



		30-Sep-13			31-Dec-12
	Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable	$	76,000		$	71,000
	margin, interest rate at September 30, 2013 and December 31, 2012 was 3.6% and 4.3%,
	respectively
	Senior unsecured notes (due 2018), net of discount of $8.3 million and $9.7 million,	716,728			715,305
	respectively, which bear interest at the rate of 8.875%
	Senior unsecured notes (due 2022), which bear interest at the rate of 7.125%	250,000			250,000

	Debt classified as long-term	$	1,042,728		$	1,036,305


	Credit Facility. As of September 30, 2013, there was $62.3 million in outstanding letters of credit and $76.0 million in outstanding borrowings under the Partnership’s bank credit facility, leaving approximately $496.7 million available for future borrowing based on the borrowing capacity of $635.0 million. As of September 30, 2013, based on our maximum permitted consolidated leverage ratio (as defined in the amended credit facility), we could borrow approximately $271.4 million of additional funds.

	In January 2013, the Partnership amended the credit facility to, among other things, (i) decrease the minimum consolidated interest coverage ratio (as defined in the amended credit facility, being generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) to 2.25 to 1.0 for the fiscal quarters ending September 30, 2013 and December 31, 2013, with a minimum ratio of 2.50 to 1.0 for each fiscal quarter ending thereafter, (ii) increase the maximum permitted consolidated leverage ratio (as defined in the amended credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) to 5.50 to 1.0 for each fiscal quarter ending on or prior to December 31, 2013, with a maximum ratio of 5.25 to 1.0 for each fiscal quarter ending thereafter, and (iii) eliminate the existing and any future step-up in the maximum permitted consolidated leverage ratio for acquisitions.

	In August 2013, the Partnership amended the credit facility to, among other things, (i) allow the Partnership to make additional investments in joint ventures and subsidiaries that are not guarantors of the Partnership's obligations under the amended credit facility, (ii) decrease the minimum consolidated interest coverage ratio (as defined in the amended credit facility, being generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) to 2.25 to 1.0 for the fiscal quarters ending March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, with a minimum ratio of 2.50 to 1.0 for each fiscal quarter ending thereafter and (iii) increase the maximum permitted consolidated leverage ratio (as defined in the amended credit facility, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) to 5.50 to 1.0 for the fiscal quarters ending March 31, 2014, June 30, 2014 and September 30, 2014, with a maximum ratio of 5.25 to 1.0 for each fiscal quarter ending thereafter.

	The credit facility is guaranteed by substantially all of our subsidiaries and is secured by first priority liens on substantially all of our assets and those of the guarantors, including all material pipeline, gas gathering and processing assets, all material working capital assets and a pledge of all of our equity interests in substantially all of our subsidiaries. We may prepay all loans under the credit facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements. The credit facility requires mandatory prepayments of amounts outstanding thereunder with the net proceeds of certain asset sales, extraordinary receipts, equity issuances and debt incurrences, but these mandatory prepayments do not require any reduction of the lenders’ commitments under the credit facility.

	All other material terms of the credit facility are described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012. The Partnership expects to be in compliance with all credit facility covenants for at least the next twelve months.

	Non-Guarantors. All senior unsecured notes are jointly and severally guaranteed by each of the Partnership’s current material subsidiaries (the "Guarantors"), with the exception of its regulated Louisiana subsidiaries (which may only guarantee up to $500.0 million of the Partnership’s debt) and Crosstex Energy Finance Corporation (a wholly owned Delaware corporation that was organized for the sole purpose of being a co-issuer of certain of the Partnership’s indebtedness, including the senior unsecured notes). Guarantors may not sell or otherwise dispose of all or substantially all of their properties or assets, or consolidate with or merge into another company if such a sale would cause a default under the terms of the senior unsecured notes. There are no significant restrictions on the ability of the Partnership or any Guarantor to obtain funds from its subsidiaries by dividend or loan. Since certain wholly owned subsidiaries do not guarantee the senior unsecured notes, the condensed consolidating financial statements of the Guarantors and non-guarantors for the three and nine months ended September 30, 2013 and 2012 are disclosed below in accordance with Rule 3-10 of Regulation S-X. Comprehensive income (loss) is not included in the condensed consolidating statements of operations of the Guarantors and non-guarantors for the three and nine months ended September 30, 2013 and 2012 as these amounts are not considered material.


	Condensed Consolidating Balance Sheets
	September 30, 2013



		Guarantors			Non-Guarantors			Elimination			Consolidated
		(In thousands)
	ASSETS

	Total current assets	$	216,038		$	11,074		$	—		$	227,112

	Property, plant and equipment, net	1,579,845			211,774			—			1,791,619

	Total other assets	597,623			—			—			597,623

	Total assets	$	2,393,506		$	222,848		$	—		$	2,616,354


	LIABILITIES & PARTNERS’ CAPITAL
	Total current liabilities	$	247,714		$	7,423		$	—		$	255,137

	Long-term debt	1,042,728			—			—			1,042,728

	Other long-term liabilities	93,815			—			—			93,815

	Partners’ capital	1,009,249			215,425			—			1,224,674

	Total liabilities & partners’ capital	$	2,393,506		$	222,848		$	—		$	2,616,354


	December 31, 2012



	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
ASSETS

Total current assets	$	246,165		$	11,055		$	—		$	257,220

Property, plant and equipment, net	1,276,097			195,151			—			1,471,248

Total other assets	694,121			—			—			694,121

Total assets	$	2,216,383		$	206,206		$	—		$	2,422,589


LIABILITIES & PARTNERS’ CAPITAL

Total current liabilities	$	273,151		$	2,392		$	—		$	275,543

Long-term debt	1,036,305			—			—			1,036,305

Other long-term liabilities	101,660			—			—			101,660

Partners’ capital	805,267			203,814			—			1,009,081

Total liabilities & partners’ capital	$	2,216,383		$	206,206		$	—		$	2,422,589



Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Total revenues	$	456,177		$	17,955		$	(5,770	)	$	468,362

Total operating costs and expenses	(527,346		)	(8,613		)	5,770			(530,189		)

Operating income (loss)	(71,169		)	9,342			—			(61,827		)

Interest expense, net	(16,430		)	—			—			(16,430		)

Other expense	(27		)	—			—			(27		)

Income (loss) before non-controlling interest and income	(87,626		)	9,342			—			(78,284		)
taxes
Income tax provision	(554		)	—			—			(554		)

Net income (loss) attributable to Crosstex Energy, L.P.	$	(88,180	)	$	9,342		$	—		$	(78,838	)


For the Three Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
										(As Adjusted)
	(In thousands)
Total revenues	$	430,064		$	20,468		$	(5,585	)	$	444,947

Total operating costs and expenses	(438,876		)	(9,859		)	5,585			(443,150		)

Operating income (loss)	(8,812		)	10,609			—			1,797

Interest expense, net	(23,220		)	(9		)	—			(23,229		)

Other income	5,950			—			—			5,950

Income (loss) before non-controlling interest and income	(26,082		)	10,600			—			(15,482		)
taxes
Income tax provision	(665		)	(7		)	—			(672		)

Net loss attributable to non-controlling interest	—			54			—			54

Net income (loss) attributable to Crosstex Energy, L.P.	$	(26,747	)	$	10,647		$	—		$	(16,100	)


For the Nine Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Total revenues	$	1,331,143		$	56,461		$	(18,964	)	$	1,368,640

Total operating costs and expenses	(1,401,180		)	(25,134		)	18,964			(1,407,350		)

Operating income (loss)	(70,037		)	31,327			—			(38,710		)

Interest expense, net	(54,874		)	—			—			(54,874		)

Other income	262			—			—			262

Income (loss) before non-controlling interest and income	(124,649		)	31,327			—			(93,322		)
taxes
Income tax provision	(2,097		)	—			—			(2,097		)

Net income (loss) attributable to Crosstex Energy, L.P.	$	(126,746	)	$	31,327		$	—		$	(95,419	)


For the Nine Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
										(As Adjusted)
	(In thousands)
Total revenues	$	1,221,502		$	64,946		$	(21,140	)	$	1,265,308

Total operating costs and expenses	(1,213,993		)	(28,715		)	21,140			(1,221,568		)

Operating income	7,509			36,231			—			43,740

Interest expense, net	(63,867		)	(65		)	—			(63,932		)

Other income	5,975			—			—			5,975

Income (loss) before non-controlling interest and income	(50,383		)	36,166			—			(14,217		)
taxes
Income tax provision	(1,493		)	(14		)	—			(1,507		)

Net loss attributable to non-controlling interest	—			163			—			163

Net income (loss) attributable to Crosstex Energy, L.P.	$	(51,876	)	$	36,315		$	—		$	(15,561	)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Net cash flows provided by operating activities	$	46,028		$	42,603		$	—		$	88,631

Net cash flows used in investing activities	$	(368,318	)	$	(22,887	)	$	—		$	(391,205	)

Net cash flows provided by (used in) financing activities	$	302,459		$	(19,716	)	$	19,716		$	302,459


For the Nine Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Net cash flows provided by (used in) operating activities	$	(3,335	)	$	47,916		$	—		$	44,581

Net cash flows used in investing activities	$	(393,866	)	$	(547	)	$	—		$	(394,413	)

Net cash flows provided by (used in) financing activities	$	328,207		$	(46,989	)	$	46,989		$	328,207

Other_Longterm_Liabilities

Other Long-term Liabilities	9 Months Ended
	Sep. 30, 2013
Leases [Abstract]	'
Other Long-term Liabilities	'
	Other Long-term Liabilities

	The Partnership has the following assets under capital leases as of September 30, 2013 (in thousands):



	Compressor equipment	$	37,199

	Less: Accumulated amortization	(16,401		)
	Net assets under capital leases	$	20,798


	The following are the minimum lease payments to be made in each of the following years indicated for the capital leases in effect as of September 30, 2013 (in thousands):



	Fiscal Year
	2013	$	1,146

	2014	4,582

	2015	4,582

	2016	4,582

	2017	6,910

	Thereafter	5,189

	Less: Interest	(4,169		)
	Net minimum lease payments under capital lease	22,822

	Less: Current portion of net minimum lease payments	(4,449		)
	Long-term portion of net minimum lease payments	$	18,373

Partners_Capital_Partners_Capi

Partners' Capital Partners Capital Footnote (Notes)	9 Months Ended
	Sep. 30, 2013
Partners' Capital [Abstract]	'
Partners' Capital Notes Disclosure [Text Block]	'
	(5) Partners’ Capital

	(a) Issuance of Common Units

	In June 2013, the Partnership issued 8,280,000 common units representing limited partner interests in the Partnership (including 1,080,000 common units issued pursuant to the exercise of the underwriters' option to purchase additional common units) at a public offering price of $20.33 per common unit for net proceeds of $162.0 million. The net proceeds from the common unit offering were used for capital expenditures for currently identified projects, including the Cajun-Sibon NGL pipeline expansion, and for general partnership purposes. Pending such use, the Partnership repaid outstanding borrowings under its credit facility. The General Partner did not exercise its option to make a general partner contribution to maintain its then current general partner percentage interest in connection with this offering.

	In January 2013, the Partnership issued 8,625,000 common units representing limited partner interests in the Partnership at a public offering price of $15.15 per common unit for net proceeds of $125.4 million. Concurrent with the public offering, the Partnership issued 2,700,000 common units representing limited partner interests in the Partnership at an offering price of $14.55 per unit for net proceeds of $39.2 million. The net proceeds from both common unit offerings were used for capital expenditures, to repay bank borrowings and for general partnership purposes. The General Partner did not exercise its option to make a general partner contribution to maintain its then current general partner percentage interest in connection with these offerings.

	In May 2013, the Partnership entered into an Equity Distribution Agreement (the “EDA”) with BMO Capital Markets Corp. (“BMOCM”). This EDA replaced the previous equity distribution agreement entered into in March 2013 between BMOCM and the Partnership. Pursuant to the terms of the EDA, the Partnership may from time to time through BMOCM, as its sales agent, sell common units representing limited partner interests having an aggregate offering price of up to $75.0 million. Sales of such common units will be made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Global Select Market LLC at market prices, in block transactions or as otherwise agreed by BMOCM and the Partnership. Under the terms of the EDA, the Partnership may sell common units from time to time to BMOCM as principal for its own account at a price to be agreed upon at the time of sale. For any such sales, the Partnership will enter into a separate terms agreement with BMOCM.

	Through September 30, 2013, the Partnership sold an aggregate of 3,370,486 common units under the EDA and prior equity distribution agreement with BMOCM, generating proceeds of approximately $62.9 million (net of approximately $0.9 million of commissions to BMOCM). The Partnership used the net proceeds for general partnership purposes, including working capital, capital expenditures and repayments of indebtedness.

	(b) Distributions

	Unless restricted by the terms of the Partnership’s credit facility and/or the indentures governing the Partnership’s 8.875% senior notes due 2018 (the “2018 Notes”) or the Partnership’s 7.125% senior notes due 2022 (the “2022 Notes” and, together with the 2018 Notes, “all senior unsecured notes”), the Partnership must make distributions of 100% of available cash, as defined in the partnership agreement, within 45 days following the end of each quarter. A summary of the distribution activity relating to the common units and the preferred units (which are paid-in-kind "PIK") for the nine months ended September 30, 2013 is provided below:



	Declaration period	Distribution/unit			PIK Units Distributed (1)		Date paid/payable
	Q4 2012	$	0.33		375,382		February 14, 2013

	Q1 2013	$	0.33		384,731		May 13, 2013

	Q2 2013	$	0.33		394,313		August 12, 2013

	Q3 2013	$	0.34		—		November 12, 2013

	(1) Represents distributions on preferred units paid-in-kind through the issuance of additional preferred units.

	(c) Earnings per Unit and Dilution Computations

	The Partnership had common units and preferred units outstanding during the three and nine months ended September 30, 2013 and 2012.

	The preferred units are entitled to a quarterly distribution PIK in the form of additional preferred units equal to the greater of $0.2125 per unit or the amount of the quarterly distribution per unit paid to common unitholders, subject to certain adjustments. Income is allocated to the preferred units in an amount equal to the quarterly distribution with respect to the period earned. The fair value of the PIK preferred unit distributions is based on the market value of common units on the record date of such distributions.

	As required under FASB Accounting Standards Codification ("ASC") 260-10-45-61A, unvested share-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings per unit calculations. The following table reflects the computation of basic earnings per limited partner unit for the periods presented (in thousands except per unit amounts):



		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2013				2012				2013				2012
	Limited partners’ interest in net loss	$	(85,673	)		$	(21,431	)		$	(115,909	)		$	(30,487	)

	Distributed earnings allocated to:

	Common units (1)(2)	$	30,308			$	20,948			$	82,623			$	55,752

	Unvested restricted units (1)(2)	399				310				1,195				1,008

	Total distributed earnings	$	30,707			$	21,258			$	83,818			$	56,760

	Undistributed loss allocated to:

	Common units	$	(114,848	)		$	(41,977	)		$	(196,879	)		$	(85,676	)

	Unvested restricted units	(1,532		)		(712		)		(2,848		)		(1,571		)

	Total undistributed loss	$	(116,380	)		$	(42,689	)		$	(199,727	)		$	(87,247	)

	Net loss allocated to:

	Common units	$	(84,540	)		$	(21,029	)		$	(114,256	)		$	(29,924	)

Unvested restricted units	(1,133		)		(402		)		(1,653		)		(563		)

Total limited partners’ interest in net loss	$	(85,673	)		$	(21,431	)		$	(115,909	)		$	(30,487	)

Basic and diluted net loss per unit:													0

Basic and diluted common unit	$	(0.95	)		$	(0.34	)		$	(1.38	)		$	(0.53	)

__________________________________________________
(1) Three months ended September 30, 2013 represents a declared distribution of $0.34 per unit payable on November 12, 2013 and nine months ended September 30, 2013 represents distributions paid of $0.66 per unit and distributions declared of $0.34 per unit payable November 12, 2013.

(2) Three months ended September 30, 2012 represents a declared distribution of $0.33 per unit paid on November 14, 2012. Nine months ended September 30, 2012 represents distributions paid of $0.66 per unit and distributions declared of $0.33 per unit paid November 14, 2012.

The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the three and nine months ended September 30, 2013 and 2012 (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Basic and diluted weighted average units outstanding:

Weighted average limited partner common units outstanding	89,229			62,027			82,623			56,315


All common unit equivalents were antidilutive in the three and nine months ended September 30, 2013 and 2012 because the limited partners were allocated net losses in these periods.

The General Partner is entitled to a distribution in relation to its percentage interest with respect to all distributions made to common unitholders. If the distributions are in excess of $0.2125 per unit, distributions are made to the General Partner in accordance with its current percentage interest with the remainder to the common and preferred unitholders, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved.

When quarterly distributions are made pro-rata to common and preferred unitholders, net income for the General Partner consists of incentive distributions to the extent earned, a deduction for stock-based compensation attributable to CEI’s stock options and restricted shares and the percentage interest of the original Partnership’s net income (loss) adjusted for the CEI stock-based compensation specifically allocated to the General Partner. When quarterly distributions are made solely to the preferred unitholders, the net income for the General Partner consists of the CEI stock-based compensation deduction and the General Partner’s percentage interest of the Partnership’s net income (loss) after the allocation of income to the preferred unitholders with respect to their preferred distribution adjusted for the CEI stock-based compensation specifically allocated to the General Partner.

Under the quarterly incentive distribution provisions, generally the General Partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23.0% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit. The net income (loss) allocated to the General Partner is as follows (in thousands):



	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2013				2012				2013				2012
Income allocation for incentive distributions	$	1,296			$	1,157			$	4,170			$	3,266

Stock-based compensation attributable to CEI’s restricted shares	(1,480		)		(1,166		)		(5,457		)		(3,443		)
General Partner interest in net income (loss)	(1,267		)		(300		)		(1,720		)		(243		)
General Partner share of net loss	$	(1,451	)		$	(309	)		$	(3,007	)		$	(420	)

Employee_Incentive_Plans

Employee Incentive Plans	9 Months Ended
	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Employee Incentive Plans	'
	Employee Incentive Plans

	(a) *Long-Term Incentive Plans*

	The Partnership accounts for share-based compensation in accordance with FASB ASC 718, which requires that compensation related to all stock-based awards, including stock options, be recognized in the consolidated financial statements. On May 9, 2013, the Partnership’s unitholders approved the amended and restated Crosstex Energy GP, LLC Long-Term Incentive Plan (the “Plan”). Amendments to the Plan include an increase in the number of common units representing limited partner interests in the Partnership authorized for issuance under the Plan by 3,470,000 common units to an aggregate of 9,070,000 common units. In addition, the Plan includes technical amendments to certain other provisions of the Plan (i) to describe awards of restricted units as restricted incentive units, (ii) to revise the change in control definition to (among other things) eliminate and clarify certain change in control events, (iii) to make minor changes to better conform certain provisions to applicable law and (iv) to include minor updates to clarify the meaning of, and consistently describe, certain terms thereunder.

	The Partnership and CEI each have similar unit or share-based payment plans for employees, which are described below. Share-based compensation associated with the CEI share-based compensation plan awarded to officers and employees of the Partnership are recorded by the Partnership since CEI has no substantial or managed operating activities other than its interest in the Partnership. Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in thousands):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013				2012			2013			2012
	Cost of share-based compensation charged to general and administrative	$	2,599			$	2,193		$	9,675		$	6,546
	expense
	Cost of share-based compensation charged to operating expense	423				310			1,403			950

	Total amount charged to income	$	3,022			$	2,503		$	11,078		$	7,496


	(b) Restricted Incentive Units

	The restricted incentive units are valued at their fair value at the date of grant which is equal to the market value of common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2013 is provided below:



			Nine Months Ended September 30, 2013
	Crosstex Energy, L.P. Restricted Incentive Units:		Number of				Weighted
			Units				Average
							Grant-Date
							Fair Value
	Non-vested, beginning of period		1,003,159				$	13.31

	Granted		625,339				16.19

	Vested*		(396,927		)		9.5

	Forfeited		(52,648		)		13.52

	Non-vested, end of period		1,178,923				$	16.11

	Aggregate intrinsic value, end of period (in thousands)		$	23,461

	_____________________________________________
	* Vested units include 113,804 units withheld for payroll taxes paid on behalf of employees.

	The Partnership issued restricted incentive units in 2013 to officers and other employees. These restricted incentive units typically vest at the end of three years and are included in the restricted incentive units outstanding and the current share-based compensation cost calculations at September 30, 2013. In March 2013, the Partnership issued 57,897 restricted incentive units with a fair value of $1.0 million to officers and certain employees as bonus payments for 2012, which vested immediately and are included in the restricted incentive units granted and vested line items above.

	A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



			Three Months Ended							Nine Months Ended
			September 30,							September 30,
	Crosstex Energy, L.P. Restricted Incentive Units:		2013				2012			2013			2012
	Aggregate intrinsic value of units vested		$	2,457			$	448		$	6,750		$	4,031

	Fair value of units vested		$	1,275			$	452		$	3,771		$	2,060


	As of September 30, 2013, there was $9.0 million of unrecognized compensation cost related to non-vested restricted incentive units. That cost is expected to be recognized over a weighted-average period of 1.5 years.

	(c) Unit Options

A summary of the unit option activity for the nine months ended September 30, 2013 is provided below:



		Nine Months Ended September 30, 2013
Crosstex Energy, L.P. Unit Options:		Number of Units				Weighted
						Average
						Exercise
						Price
Outstanding, beginning of period		349,018				$	7.25

Exercised		(132,986		)		5.56

Forfeited		(3,109		)		23.6

Outstanding, end of period		212,923				$	8.07

Options exercisable at end of period		212,923

Weighted average contractual term (years) end of period:

Options outstanding		5.5

Options exercisable		5.5

Aggregate intrinsic value end of period (in thousands):

Options outstanding		$	2,803

Options exercisable		$	2,803


A summary of the unit options intrinsic value exercised (market value in excess of exercise price at date of exercise) and fair value of units exercised (value per Black-Scholes-Merton option pricing model at date of grant) during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
Crosstex Energy, L.P. Unit Options:		2013				2012			2013			2012
Intrinsic value of unit options exercised		$	356			$	327		$	1,716		$	805

Fair value of unit options vested		$	—			$	—		$	254		$	277


As of September 30, 2013, all options were vested and fully expensed.

(d) *Crosstex Energy, Inc.’s Restricted Stock*

On May 9, 2013, CEI's stockholders approved the amended and restated Crosstex Energy, Inc. 2009 Long-Term Incentive Plan (the “CEI Plan”). Amendments to the CEI Plan included an increase in the number of shares of CEI's common stock authorized for issuance under the CEI Plan by 1,785,000 shares to an aggregate of 4,385,000 shares of common stock. In addition, the CEI Plan amendments included technical amendments to certain other provisions of the CEI Plan (i) to clarify that awards of restricted stock units may be granted as stock awards, (ii) to revise the change of control definition to (among other things) eliminate and clarify certain change of control events, (iii) to make minor changes to better conform certain provisions to applicable law and (iv) to include minor updates to clarify the meaning of, and consistently describe, certain terms thereunder.
CEI’s restricted shares are valued at their fair value at the date of grant which is equal to the market value of the common stock on such date. A summary of the restricted share activities for the nine months ended September 30, 2013 is provided below:



		Nine Months Ended September 30, 2013
Crosstex Energy, Inc. Restricted Shares:		Number of				Weighted
		Shares				Average
						Grant-Date
						Fair Value
Non-vested, beginning of period		1,329,162				$	9.75

Granted		632,912				15.08

Vested*		(445,177		)		7.43

Forfeited		(63,864		)		11.69

Non-vested, end of period		1,453,033				$	12.69

Aggregate intrinsic value, end of period (in thousands)		$	30,354

__________________________________________________
* Vested shares include 124,493 shares withheld for payroll taxes paid on behalf of employees.

CEI issued restricted shares in 2013 to officers and other employees. These restricted shares typically vest at the end of three years and are included in restricted shares outstanding and the current share-based compensation cost calculations at September 30, 2013. In March 2013, CEI issued 60,018 restricted shares with a fair value of $1.0 million to officers and certain employees as bonus payments for 2012, which vested immediately and are included in restricted shares granted and vested in the above line items.

A summary of the restricted shares’ aggregate intrinsic value (market value at vesting date) and fair value of shares vested during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
Crosstex Energy, Inc. Restricted Shares:		2013				2012			2013			2012
Aggregate intrinsic value of shares vested		$	3,290			$	537		$	7,593		$	3,963

Fair value of shares vested		$	1,123			$	448		$	3,307		$	1,714


As of September 30, 2013, there was $9.0 million of unrecognized compensation costs related to non-vested CEI restricted shares. The cost is expected to be recognized over a weighted average period of 1.4 years.

(e) *Crosstex Energy, Inc.’s Stock Options*

CEI stock options have not been granted to officers or employees of the Partnership since 2005. There are 37,500 CEI stock options vested and exercisable at September 30, 2013.

Derivatives

Derivatives	9 Months Ended
	Sep. 30, 2013
General Discussion of Derivative Instruments and Hedging Activities [Abstract]	'
Derivatives	'
	Derivatives

	Commodity Swaps

	The Partnership manages its exposure to fluctuations in commodity prices by hedging the impact of market fluctuations. Swaps are used to manage and hedge price and location risks related to these market exposures. Swaps are also used to manage margins on offsetting fixed-price purchase or sale commitments for physical quantities of natural gas and NGLs.

	The Partnership commonly enters into various derivative financial transactions which it does not designate as accounting hedges. These transactions include “swing swaps,” “storage swaps,” “basis swaps,” “processing margin swaps,” “liquids swaps” and “put options.” Swing swaps are generally short-term in nature (one month) and are usually entered into to protect against changes in the volume of daily versus first-of-month index priced gas supplies or markets. Storage swap transactions protect against changes in the value of products that the Partnership has stored to serve various operational requirements (gas) or has in inventory due to short term constraints in moving the product to market (liquids/condensate). Basis swaps are used to hedge basis location price risk due to buying gas into one of the Partnership’s systems on one index and selling gas off that same system on a different index. Processing margin financial swaps are used to hedge fractionation spread risk at the Partnership’s processing plants relating to the option to process versus bypassing the Partnership’s equity gas. Liquids financial swaps are used to hedge price risk on percent of liquids contracts. Put options are purchased to hedge against declines in pricing and as such, represent options, not obligations, to sell the related underlying volumes at a fixed price.

	Changes in the fair value of the Partnership’s mark to market derivatives are recognized in earnings in the period of change. The effective portion of changes in the fair value of cash flow hedges is recorded in AOCI until the related anticipated future cash flow is recognized in earnings. The ineffective portion is recorded in earnings immediately.

	The components of (gain) loss on derivatives in the condensed consolidated statements of operations relating to commodity swaps are provided below (in thousands):



		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2013				2012				2013				2012
	Change in fair value of derivatives that are not designated as hedging	$	1,012			$	433			$	768			$	(5,481	)
	instruments
	Realized losses on derivatives	591				308				906				3,547

	Ineffective portion of derivatives designated as hedging instruments	31				18				(12		)		(43		)

	(Gains) losses on derivatives	$	1,634			$	759			$	1,662			$	(1,977	)


	The fair value of derivative assets and liabilities relating to commodity swaps are as follows (in thousands):



		30-Sep-13				31-Dec-12
	Fair value of derivative assets — current, designated	$	287			$	724

	Fair value of derivative assets — current, non-designated	823				2,510

	Fair value of derivative liabilities — current, designated	(313		)		(105		)
	Fair value of derivative liabilities — current, non-designated	(287		)		(1,205		)
	Fair value of derivative liabilities — long term, designated	(19		)		—

	Net fair value of derivatives	$	491			$	1,924



	Set forth below are the summarized notional volumes and fair value of all instruments held for price risk management purposes and related physical offsets as of September 30, 2013 (all gas volumes are expressed in million British thermal units ("MMBtus") and liquids volumes are expressed in gallons). The remaining terms of the contracts extend no later than December 2014.


			30-Sep-13
	Transaction Type		Volume			Fair Value
			(In thousands)
	Cash Flow Hedges:

	Liquids swaps (short contracts)		(9,322	)		$	(45	)
	Total swaps designated as cash flow hedges					$	(45	)


	Mark to Market Derivatives:*
	Swing swaps (long contracts)		1,659			$	4

	Physical offsets to swing swap transactions (short contracts)		(1,659	)		(1		)


	Processing margin hedges — liquids (short contracts)		(3,926	)		256

Processing margin hedges — gas (long contracts)		422			(125		)



Liquids swaps - non-designated (short contracts)		(1,369	)		308



Storage swap transactions — (short contracts)		(100	)		21

Storage swap transactions — liquids inventory (long contracts)		420			3

Storage swap transactions — liquids inventory (short contracts)		(1,680	)		70

Total mark to market derivatives					$	536

__________________________________________________
* All are gas contracts except as otherwise noted.

On all transactions where the Partnership is exposed to counterparty risk, the Partnership analyzes the counterparty’s financial condition prior to entering into an agreement, establishes limits and monitors the appropriateness of these limits on an ongoing basis. The Partnership primarily deals with two types of counterparties, financial institutions and other energy companies, when entering into financial derivatives on commodities. The Partnership has entered into Master International Swaps and Derivatives Association Agreements ("ISDAs") with its counterparties. If the Partnership’s counterparties failed to perform under existing swap contracts entered into under these ISDAs, the Partnership’s maximum loss as of September 30, 2013 of $0.9 million would be reduced to $0.7 million due to the offsetting of gross fair value payables against gross fair value receivables as allowed by the ISDAs.

Impact of Cash Flow Hedges

The impact of realized gains or losses from derivatives designated as cash flow hedge contracts in the condensed consolidated statements of operations is summarized below (in thousands):



		Three Months Ended								Nine Months Ended
		September 30,								September 30,
Increase in Midstream Revenue		2013				2012				2013				2012
Liquids realized gain included in Midstream revenue		$	159			$	456			$	819			$	851


Natural Gas

As of September 30, 2013, the Partnership had no balances in AOCI related to natural gas.

Liquids

As of September 30, 2013, an unrealized derivative fair value net loss of less than $0.1 million related to cash flow hedges of liquids price risk was recorded in AOCI. Of that amount, a net loss of less than $0.1 million is expected to be reclassified into earnings through September 2014. The actual reclassification to earnings will be based on mark to market prices at the contract settlement date, along with the realization of the gain or loss on the related physical volume, which is not reflected in the above table.

Derivatives Other Than Cash Flow Hedges

Assets and liabilities related to third party derivative contracts, swing swaps, basis swaps, storage swaps, processing margin swaps and liquids swaps are included in the fair value of derivative assets and liabilities and the profit and loss on the mark to market value of these contracts are recorded net as (gain) loss on derivatives in the condensed consolidated statement of operations. The Partnership estimates the fair value of all of its energy trading contracts using Level 1 and Level 2 inputs for future commodity prices that are readily available in public markets or can be derived from information available in publicly quoted markets. The estimated fair value of energy trading contracts by maturity date was as follows (in thousands):



	Maturity Periods
	Less than one year				One to two years				More than two years				Total fair value
30-Sep-13	$	536			$	—			$	—			$	536

Fair_Value_Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Fair Value Measurements	'
	Fair Value Measurements

	FASB ASC 820 sets forth a framework for measuring fair value and required disclosures about fair value measurements of assets and liabilities. Fair value under FASB ASC 820 is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

	FASB ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

	The Partnership’s derivative contracts primarily consist of commodity swap contracts which are not traded on a public exchange. The fair values of commodity swap contracts are determined using discounted cash flow techniques. The techniques incorporate Level 1 and Level 2 inputs for future commodity prices that are readily available in public markets or can be derived from information available in publicly quoted markets. These market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk and are classified as Level 2 in hierarchy.


	Net assets measured at fair value on a recurring basis are summarized below (in thousands):



		September 30, 2013		December 31, 2012
		Level 2		Level 2
	Commodity Swaps*	$	491	$	1,924

	Total	$	491	$	1,924


	__________________________________________________
	* Unrealized gains or losses on commodity derivatives qualifying for hedge accounting are recorded in AOCI at each measurement date. The fair value of derivative contracts included in assets or liabilities for risk management activities represents the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for credit risk of the Partnership and/or the counterparty as required under FASB ASC 820.

	Fair Value of Financial Instruments

	The estimated fair value of the Partnership’s financial instruments has been determined by the Partnership using available market information and valuation methodologies. Considerable judgment is required to develop the estimates of fair value; thus, the estimates provided below are not necessarily indicative of the amount the Partnership could realize upon the sale or refinancing of such financial instruments (in thousands):



		30-Sep-13				31-Dec-12
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
	Long-term debt	$	1,042,728	$	1,102,563	$	1,036,305	$	1,118,875

	Obligations under capital lease	$	22,822	$	24,381	$	25,257	$	27,667


	The carrying amounts of the Partnership’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these assets and liabilities.

	The Partnership had $76.0 million in borrowings under its revolving credit facility included in long-term debt as of September 30, 2013 and $71.0 million at December 31, 2012. As borrowings under the credit facility accrue interest under floating interest rate structures, the carrying value of such indebtedness approximates fair value for the amounts outstanding under the credit facility. As of September 30, 2013 and December 31, 2012, the Partnership also had borrowings totaling $716.7 million and $715.3 million, net of discount, respectively, under the 2018 Notes with a fixed rate of 8.875% and borrowings of $250.0 million under the 2022 Notes with a fixed rate of 7.125%. The fair value of all senior unsecured notes as of September 30, 2013 and December 31, 2012 was based on Level 1 inputs from third-party market quotations. The fair value of obligations under capital leases was calculated using Level 2 inputs from third-party banks.

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Commitments And Contingencies	'
	Commitments and Contingencies

	(a) Employment and Severance Agreements

	Certain members of management of the Partnership are parties to employment and/or severance agreements with the General Partner. The employment and severance agreements provide those managers with severance payments in certain circumstances and, in the case of employment agreements, prohibit each such person from competing with the General Partner or its affiliates for a certain period of time following the termination of such person’s employment.

	(b) Environmental Issues

	The Partnership acquired LIG Pipeline Company and its subsidiaries on April 1, 2004. Contamination from historical operations was identified during due diligence at a number of sites owned by the acquired companies. The seller, AEP, has indemnified the Partnership for these identified sites. Moreover, AEP has entered into an agreement with a third party company pursuant to which the remediation costs associated with these sites have been assumed by this third party company that specializes in remediation work. To date, 23 of the 25 sites requiring remediation have been completed and have received a “No Further Action” status from the Louisiana Department of Environmental Quality. The remaining two sites continuing with remediation efforts are expected to reach closure in 2013. The Partnership does not expect to incur any material liability with these sites; however, there can be no assurance that the third parties who have assumed responsibility for remediation of site conditions will fulfill their obligations.

	(c) Other

	The Partnership is involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims would not individually or in the aggregate have a material adverse effect on its financial position or results of operations.

	At times, the Partnership’s subsidiaries acquire pipeline easements and other property rights by exercising rights of eminent domain and common carrier. As a result, the Partnership (or its subsidiaries) is a party to a number of lawsuits under which a court will determine the value of pipeline easements or other property interests obtained by the Partnership’s subsidiaries by condemnation. Damage awards in these suits should reflect the value of the property interest acquired and the diminution in the value of the remaining property owned by the landowner. However, some landowners have alleged unique damage theories to inflate their damage claims or assert valuation methodologies that could result in damage awards in excess of the amounts anticipated. Although it is not possible to predict the ultimate outcomes of these matters, the Partnership does not expect that awards in these matters will have a material adverse impact on its consolidated results of operations or financial condition.

	The Partnership (or its subsidiaries) is defending lawsuits filed by owners of property located near processing facilities or compression facilities constructed by the Partnership as part of its systems. The suits generally allege that the facilities create a private nuisance and have damaged the value of surrounding property. Claims of this nature have arisen as a result of the industrial development of natural gas gathering, processing and treating facilities in urban and occupied rural areas. In January 2012, a plaintiff in one of these lawsuits was awarded a judgment of $2.0 million. The Partnership has appealed the matter and has posted a bond to secure the judgment pending its resolution. The Partnership has accrued a $2.0 million liability related to this matter. Although it is not possible to predict the ultimate outcomes of these matters, the Partnership does not expect that awards in these matters will have a material adverse impact on its consolidated results of operations or financial condition.

	In July 2013, the Board of Commissioners for the Southeast Louisiana Flood Protection Authority for New Orleans and surrounding areas filed a lawsuit against approximately 100 energy companies, seeking, among other relief, restoration of wetlands allegedly lost due to historic industry operations in those areas. The suit was filed in Louisiana state court in New Orleans, but was removed to federal court. The amount of damages is unspecified. The Partnership's subsidiary, Crosstex LIG, LLC, is one of the named defendants as the owner of pipelines in the area. The validity of the causes of action, as well as the Partnership's costs and legal exposure, if any, related to the lawsuit are not currently determinable. The Partnership intends to vigorously defend the case.

Segment_Information

Segment Information	9 Months Ended
	Sep. 30, 2013
Segment Reporting [Abstract]	'
Segment Information	'
	Segment Information

	Identification of operating segments is based principally upon regions served. The Partnership’s reportable segments consist of the natural gas gathering, processing and transmission operations located in north Texas and in the Permian Basin in west Texas ("NTX"), the pipelines and processing plants located in Louisiana ("LIG"), the south Louisiana processing and NGL assets ("PNGL") and rail, truck, pipeline, and barge facilities in the ORV. Operating activity for intersegment eliminations is shown in the corporate segment. The Partnership’s sales are derived from external domestic customers.

	The Partnership evaluates the performance of its operating segments based on operating revenues and segment profits. Corporate expenses include general partnership expenses associated with managing all reportable operating segments. Corporate assets consist primarily of property and equipment, including software, for general corporate support, working capital, debt financing costs and its investment in Howard Energy Partners ("HEP").

	Summarized financial information concerning the Partnership’s reportable segments is shown in the following table.



		LIG				NTX				PNGL				ORV				Corporate				Totals
		(In thousands)
	Three Months Ended September 30, 2013

	Sales to external customers	$	119,716			$	72,129			$	181,327			$	95,190			$	—			$	468,362

	Sales to affiliates	22,949				21,839				3,140				—				(47,928		)		—

	Purchased gas, NGLs and crude oil	(121,910		)		(54,460		)		(159,991		)		(79,916		)		47,928				(368,349		)

	Operating expenses	(8,487		)		(13,853		)		(6,847		)		(9,903		)		—				(39,090		)

	Segment profit	$	12,268			$	25,655			$	17,629			$	5,371			$	—			$	60,923

	Loss on derivatives	$	(584	)		$	(510	)		$	(271	)		$	(269	)		$	—			$	(1,634	)

	Depreciation, amortization and impairments	$	(3,149	)		$	(19,887	)		$	(78,652	)		$	(3,264	)		$	(829	)		$	(105,781	)

	Capital expenditures	$	10,842			$	4,821			$	101,406			$	5,412			$	1,464			$	123,945

	Identifiable assets	$	282,088			$	989,583			$	869,156			$	327,496			$	148,031			$	2,616,354

	Three Months Ended September 30, 2012

	Sales to external customers	$	141,977			$	65,606			$	184,427			$	52,937			$	—			$	444,947

	Sales to affiliates	50,304				22,278				35,209				—				(107,791		)		—

	Purchased gas, NGLs and crude oil	(166,374		)		(41,807		)		(204,267		)		(40,545		)		107,791				(345,202		)

	Operating expenses	(8,468		)		(14,255		)		(7,306		)		(5,522		)		—				(35,551		)

	Segment profit	$	17,439			$	31,822			$	8,063			$	6,870			$	—			$	64,194

	Gain (loss) on derivatives	$	(498	)		$	(293	)		$	32			$	—			$	—			$	(759	)

	Depreciation, amortization and impairments	$	(4,360	)		$	(21,508	)		$	(16,503	)		$	(2,164	)		$	(524	)		$	(45,059	)

	Capital expenditures	$	1,596			$	7,596			$	34,064			$	556			$	5,573			$	49,385

	Identifiable assets	$	280,959			$	1,067,591			$	538,427			$	318,258			$	144,192			$	2,349,427

	Nine Months Ended September 30, 2013

	Sales to external customers	$	372,499			$	230,938			$	550,811			$	214,392			$	—			$	1,368,640

	Sales to affiliates	68,854				55,309				19,659				—				(143,822		)		—

	Purchased gas, NGLs and crude oil	(377,937		)		(160,254		)		(502,680		)		(171,415		)		143,822				(1,068,464		)

	Operating expenses	(23,961		)		(40,499		)		(22,067		)		(26,677		)		—				(113,204		)

	Segment profit	$	39,455			$	85,494			$	45,723			$	16,300			$	—			$	186,972

Gain (loss) on derivatives	$	370			$	(1,558	)		$	(25	)		$	(449	)		$	—			$	(1,662	)

Depreciation, amortization and impairments	$	(9,421	)		$	(59,528	)		$	(94,842	)		$	(8,355	)		$	(1,996	)		$	(174,142	)

Capital expenditures	$	27,010			$	12,073			$	329,071			$	14,345			$	7,406			$	389,905

Identifiable assets	$	282,088			$	989,583			$	869,156			$	327,496			$	148,031			$	2,616,354

Nine Months Ended September 30, 2012

Sales to external customers	$	410,154			$	191,523			$	610,694			$	52,937			$	—			$	1,265,308

Sales to affiliates	183,529				70,988				120,997				—				(375,514		)		—

Purchased gas, NGLs and crude oil	(509,196		)		(123,284		)		(677,996		)		(40,545		)		375,514				(975,507		)

Operating expenses	(25,164		)		(41,549		)		(21,693		)		(5,522		)		—				(93,928		)

Segment profit	$	59,323			$	97,678			$	32,002			$	6,870			$	—			$	195,873

Gain (loss) on derivatives	$	4,145			$	(2,709	)		$	541			$	—			$	—			$	1,977



Depreciation, amortization and impairments	$	(10,695	)		$	(62,950	)		$	(32,530	)		$	(2,164	)		$	(1,768	)		$	(110,107	)

Capital expenditures	$	3,484			$	41,050			$	79,981			$	556			$	7,109			$	132,180

Identifiable assets	$	280,959			$	1,067,591			$	538,427			$	318,258			$	144,192			$	2,349,427


The following table reconciles the segment profits reported above to the operating income as reported in the condensed consolidated statements of operations (in thousands):



	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2013				2012				2013				2012

Segment profits	$	60,923			$	64,194			$	186,972			$	195,873

General and administrative expenses	(15,605		)		(16,470		)		(50,053		)		(44,398		)
Gain (loss) on derivatives	(1,634		)		(759		)		(1,662		)		1,977

Gain (loss) on sale of property	270				(109		)		175				395

Depreciation, amortization and impairments	(105,781		)		(45,059		)		(174,142		)		(110,107		)
Operating income (loss)	$	(61,827	)		$	1,797			$	(38,710	)		$	43,740

Immaterial_Correction_of_Prior

Immaterial Correction of Prior Period Financial Statements	9 Months Ended
	Sep. 30, 2013
Accounting Changes and Error Corrections [Abstract]	'
Accounting Changes and Error Corrections	'
	Immaterial Correction of Prior Period Financial Statements

	During the period ended June 30, 2013, the Partnership determined certain immaterial corrections were required for previously-issued financial statements as discussed below. The corrections did not impact the Partnership’s operating income and were not considered material to the Partnership’s revenues and costs for the applicable periods.

	The Partnership determined that revenues and purchased gas costs related to a new processing arrangement were improperly reduced from revenue and purchased gas costs which resulted in equal understatements of revenues and purchased gas costs in its previously-issued financial statements for the three and nine months ended September 30, 2012. As a result both revenues and purchased gas were understated by $38.0 million and $135.4 million for the three and nine months ended September 30, 2012, respectively. The following table reflects the revenues, purchased gas costs and total operating costs and expenses as previously reported and as adjusted for the three and nine months ended September 30, 2012 (in thousands):



		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
	As previously reported:
	Total revenues	$	406,968	$	1,129,871

	Purchased gas, NGLs and crude oil	$	307,223	$	840,070

	Total operating costs and expenses	$	405,171	$	1,086,131

	Operating income	$	1,797	$	43,740


	As adjusted:
	Total revenues	$	444,947	$	1,265,308

	Purchased gas, NGLs and crude oil	$	345,202	$	975,507

	Total operating costs and expenses	$	443,150	$	1,221,568

	Operating income	$	1,797	$	43,740

Subsequent_Event

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2013
Subsequent Events [Abstract]	'
Subsequent Event	'
	Subsequent Events

	On October 21, 2013, the Partnership and CEI entered into agreements with Devon Energy Corporation (“Devon”) to combine substantially all of Devon’s U.S. midstream assets with our assets to form a new midstream business. The new business will consist of two publicly traded entities: the Master Limited Partnership and a General Partner entity (collectively “the New Company”). The transaction is expected to be completed during the first quarter of 2014 pending approval by the CEI's stockholders.
	On October 28, 2013, the Partnership announced it will expand its natural gas gathering and processing system in the Permian Basin by constructing a new natural gas processing complex and rich gas gathering pipeline system. The initial investment of approximately $140.0 million will include treating, processing and gas takeaway solutions for regional producers. The project, which will be fully owned by the Partnership, is supported by long-term, fee-based contracts. The entire project is scheduled to be completed and operational in the summer of 2014.

General_Policies

General (Policies)	9 Months Ended
General (Policies)	Sep. 30, 2013
General [Abstract]	'
Basis of Presentation	'

	(a) Basis of Presentation

	The accompanying condensed consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America ("US GAAP") for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements for the prior year to conform to the current presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2012.

	The preparation of financial statements in accordance with US GAAP requires management of the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.
Comprehensive Income (Loss)	'

	(b) Comprehensive Income (Loss)

	Accumulated Other Comprehensive Income Reclassifications. In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-2”). ASU 2013-2 requires disclosure of amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. For the three months ended September 30, 2013 and 2012, we reclassified cash flow hedge gains in the amounts of $0.4 million and $0.6 million, respectively, and $0.9 million and $0.2 million for the nine months ended September 30, 2013 and 2012, respectively, included in other comprehensive income to revenues on the condensed consolidated statement of operations.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]	'
	(c) Intangible Asset Impairment

	In August 2013, the Partnership shutdown the Eunice processing plant (the “Plant”), which is located in south Louisiana and is part of our PNGL segment, due to adverse economics driven by low NGL prices and low processing volumes which we do not see improving in the near future based on forecasted price curves. The Partnership recorded an impairment expense of $72.6 million during the third quarter of 2013 related to the intangible assets for the terminated customer relationships attributable to the Plant shut-down.
Goodwill and Intangible Assets, Intangible Assets, Policy	'
	(d) Goodwill

	Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The Partnership evaluates goodwill for impairment annually as of July 1, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Partnership first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Partnership may elect to perform the two-step goodwill impairment test without completing a qualitative assessment. If a two-step process goodwill impairment test is elected or required, the first step involves comparing the fair value of the reporting unit, to which goodwill has been allocated, with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value to the carrying value of the goodwill for that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, the excess of the carrying value over the implied fair value is recognized as an impairment loss. There were no impairment charges resulting from the Partnership's July 1, 2013 impairment testing, and no event indicating impairment has occurred subsequent to that date.

Acquisition_Table

Acquisition (Table)	9 Months Ended
	Sep. 30, 2013
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]	'
Schedule of Purchase Price Allocation	'
	The following table is a summary of the consideration paid in the Clearfield acquisition and the purchase price allocation for the fair value of the assets acquired and liabilities assumed at the acquisition date:



	Purchase Price Allocation (in thousands):

	Purchase Price to Clearfield Energy, Inc.	$	215,397

	Total Purchase Price	$	215,397



	Assets acquired:

	Current assets	17,622

	Assets held for disposition	19,358

	Property, plant and equipment	91,422

	Goodwill	153,802

	Intangibles	37,600

	Liabilities assumed:

	Current liabilities	(28,274		)

	Liabilities held for disposition	(1,400		)

	Deferred taxes	(65,228		)

	Long term liabilities	(9,505		)

	Total purchase price	$	215,397

Pro Forma	'
	The following unaudited pro forma condensed financial data for the nine months ended September 30, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2012. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.



		Nine Months Ended
		September 30, 2012

	Pro forma total revenues	$	1,371,219

	Pro forma net loss	$	(18,005	)
	Pro forma net loss attributable to Crosstex Energy, L.P.	$	(17,892	)
	Pro forma net loss per common unit:

	Basic and Diluted	$	(0.32	)

LongTerm_Debt_Tables

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Indebtedness Table	'
	As of September 30, 2013 and December 31, 2012, long-term debt consisted of the following (in thousands):



		30-Sep-13			31-Dec-12
	Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable	$	76,000		$	71,000
	margin, interest rate at September 30, 2013 and December 31, 2012 was 3.6% and 4.3%,
	respectively
	Senior unsecured notes (due 2018), net of discount of $8.3 million and $9.7 million,	716,728			715,305
	respectively, which bear interest at the rate of 8.875%
	Senior unsecured notes (due 2022), which bear interest at the rate of 7.125%	250,000			250,000

	Debt classified as long-term	$	1,042,728		$	1,036,305

Non Guarntor Financial Statements	'
	Condensed Consolidating Balance Sheets
	September 30, 2013



		Guarantors			Non-Guarantors			Elimination			Consolidated
		(In thousands)
	ASSETS

	Total current assets	$	216,038		$	11,074		$	—		$	227,112

	Property, plant and equipment, net	1,579,845			211,774			—			1,791,619

	Total other assets	597,623			—			—			597,623

	Total assets	$	2,393,506		$	222,848		$	—		$	2,616,354


	LIABILITIES & PARTNERS’ CAPITAL
	Total current liabilities	$	247,714		$	7,423		$	—		$	255,137

	Long-term debt	1,042,728			—			—			1,042,728

	Other long-term liabilities	93,815			—			—			93,815

	Partners’ capital	1,009,249			215,425			—			1,224,674

	Total liabilities & partners’ capital	$	2,393,506		$	222,848		$	—		$	2,616,354


	December 31, 2012



		Guarantors			Non-Guarantors			Elimination			Consolidated
		(In thousands)
	ASSETS

	Total current assets	$	246,165		$	11,055		$	—		$	257,220

	Property, plant and equipment, net	1,276,097			195,151			—			1,471,248

	Total other assets	694,121			—			—			694,121

	Total assets	$	2,216,383		$	206,206		$	—		$	2,422,589


	LIABILITIES & PARTNERS’ CAPITAL

	Total current liabilities	$	273,151		$	2,392		$	—		$	275,543

	Long-term debt	1,036,305			—			—			1,036,305

	Other long-term liabilities	101,660			—			—			101,660

	Partners’ capital	805,267			203,814			—			1,009,081

	Total liabilities & partners’ capital	$	2,216,383		$	206,206		$	—		$	2,422,589



	Condensed Consolidating Statements of Operations
	For the Three Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Total revenues	$	456,177		$	17,955		$	(5,770	)	$	468,362

Total operating costs and expenses	(527,346		)	(8,613		)	5,770			(530,189		)

Operating income (loss)	(71,169		)	9,342			—			(61,827		)

Interest expense, net	(16,430		)	—			—			(16,430		)

Other expense	(27		)	—			—			(27		)

Income (loss) before non-controlling interest and income	(87,626		)	9,342			—			(78,284		)
taxes
Income tax provision	(554		)	—			—			(554		)

Net income (loss) attributable to Crosstex Energy, L.P.	$	(88,180	)	$	9,342		$	—		$	(78,838	)


For the Three Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
										(As Adjusted)
	(In thousands)
Total revenues	$	430,064		$	20,468		$	(5,585	)	$	444,947

Total operating costs and expenses	(438,876		)	(9,859		)	5,585			(443,150		)

Operating income (loss)	(8,812		)	10,609			—			1,797

Interest expense, net	(23,220		)	(9		)	—			(23,229		)

Other income	5,950			—			—			5,950

Income (loss) before non-controlling interest and income	(26,082		)	10,600			—			(15,482		)
taxes
Income tax provision	(665		)	(7		)	—			(672		)

Net loss attributable to non-controlling interest	—			54			—			54

Net income (loss) attributable to Crosstex Energy, L.P.	$	(26,747	)	$	10,647		$	—		$	(16,100	)


For the Nine Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Total revenues	$	1,331,143		$	56,461		$	(18,964	)	$	1,368,640

Total operating costs and expenses	(1,401,180		)	(25,134		)	18,964			(1,407,350		)

Operating income (loss)	(70,037		)	31,327			—			(38,710		)

Interest expense, net	(54,874		)	—			—			(54,874		)

Other income	262			—			—			262

Income (loss) before non-controlling interest and income	(124,649		)	31,327			—			(93,322		)
taxes
Income tax provision	(2,097		)	—			—			(2,097		)

Net income (loss) attributable to Crosstex Energy, L.P.	$	(126,746	)	$	31,327		$	—		$	(95,419	)


For the Nine Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
										(As Adjusted)
	(In thousands)
Total revenues	$	1,221,502		$	64,946		$	(21,140	)	$	1,265,308

Total operating costs and expenses	(1,213,993		)	(28,715		)	21,140			(1,221,568		)

Operating income	7,509			36,231			—			43,740

Interest expense, net	(63,867		)	(65		)	—			(63,932		)

Other income	5,975			—			—			5,975

Income (loss) before non-controlling interest and income	(50,383		)	36,166			—			(14,217		)
taxes
Income tax provision	(1,493		)	(14		)	—			(1,507		)

Net loss attributable to non-controlling interest	—			163			—			163

Net income (loss) attributable to Crosstex Energy, L.P.	$	(51,876	)	$	36,315		$	—		$	(15,561	)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2013


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Net cash flows provided by operating activities	$	46,028		$	42,603		$	—		$	88,631

Net cash flows used in investing activities	$	(368,318	)	$	(22,887	)	$	—		$	(391,205	)

Net cash flows provided by (used in) financing activities	$	302,459		$	(19,716	)	$	19,716		$	302,459


For the Nine Months Ended September 30, 2012


	Guarantors			Non-Guarantors			Elimination			Consolidated
	(In thousands)
Net cash flows provided by (used in) operating activities	$	(3,335	)	$	47,916		$	—		$	44,581

Net cash flows used in investing activities	$	(393,866	)	$	(547	)	$	—		$	(394,413	)

Net cash flows provided by (used in) financing activities	$	328,207		$	(46,989	)	$	46,989		$	328,207

Other_Longterm_Liabilities_Tab

Other Long-term Liabilities (Tables)	9 Months Ended
	Sep. 30, 2013
Leases [Abstract]	'
Schedule of Capital Leased Asssets	'
	The Partnership has the following assets under capital leases as of September 30, 2013 (in thousands):



	Compressor equipment	$	37,199

	Less: Accumulated amortization	(16,401		)
	Net assets under capital leases	$	20,798

Schedule of Future Minimum Lease Payments for Capital Leases	'
	The following are the minimum lease payments to be made in each of the following years indicated for the capital leases in effect as of September 30, 2013 (in thousands):



	Fiscal Year
	2013	$	1,146

	2014	4,582

	2015	4,582

	2016	4,582

	2017	6,910

	Thereafter	5,189

	Less: Interest	(4,169		)
	Net minimum lease payments under capital lease	22,822

	Less: Current portion of net minimum lease payments	(4,449		)
	Long-term portion of net minimum lease payments	$	18,373

Partners_Capital_Tables

Partners' Capital (Tables)	9 Months Ended
	Sep. 30, 2013
Partner's Captial [Abstract]	'
Distributions Made to Limited Partner, by Distribution [Table Text Block]	'
	A summary of the distribution activity relating to the common units and the preferred units (which are paid-in-kind "PIK") for the nine months ended September 30, 2013 is provided below:



	Declaration period	Distribution/unit			PIK Units Distributed (1)		Date paid/payable
	Q4 2012	$	0.33		375,382		February 14, 2013

	Q1 2013	$	0.33		384,731		May 13, 2013

	Q2 2013	$	0.33		394,313		August 12, 2013

	Q3 2013	$	0.34		—		November 12, 2013

	(1) Represents distributions on preferred units paid-in-kind through the issuance of additional preferred units.
Schedule of Earnings Per Share, Basic and Diluted	'
	The following table reflects the computation of basic earnings per limited partner unit for the periods presented (in thousands except per unit amounts):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013				2012			2013			2012
	Limited partners’ interest in net loss	$	(85,673	)		$	(21,431	)	$	(115,909	)	$	(30,487	)

	Distributed earnings allocated to:

	Common units (1)(2)	$	30,308			$	20,948		$	82,623		$	55,752

	Unvested restricted units (1)(2)	399				310			1,195			1,008

	Total distributed earnings	$	30,707			$	21,258		$	83,818		$	56,760

	Undistributed loss allocated to:

	Common units	$	(114,848	)		$	(41,977	)	$	(196,879	)	$	(85,676	)

	Unvested restricted units	(1,532		)		(712		)	(2,848		)	(1,571		)

	Total undistributed loss	$	(116,380	)		$	(42,689	)	$	(199,727	)	$	(87,247	)

	Net loss allocated to:

	Common units	$	(84,540	)		$	(21,029	)	$	(114,256	)	$	(29,924	)

	Unvested restricted units	(1,133		)		(402		)	(1,653		)	(563		)

	Total limited partners’ interest in net loss	$	(85,673	)		$	(21,431	)	$	(115,909	)	$	(30,487	)

	Basic and diluted net loss per unit:											0

	Basic and diluted common unit	$	(0.95	)		$	(0.34	)	$	(1.38	)	$	(0.53	)

	__________________________________________________
	(1) Three months ended September 30, 2013 represents a declared distribution of $0.34 per unit payable on November 12, 2013 and nine months ended September 30, 2013 represents distributions paid of $0.66 per unit and distributions declared of $0.34 per unit payable November 12, 2013.

	(2) Three months ended September 30, 2012 represents a declared distribution of $0.33 per unit paid on November 14, 2012. Nine months ended September 30, 2012 represents distributions paid of $0.66 per unit and distributions declared of $0.33 per unit paid November 14, 2012.
Schedule of Weighted Average Number of Shares	'
	The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the three and nine months ended September 30, 2013 and 2012 (in thousands):



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013		2012
	Basic and diluted weighted average units outstanding:

	Weighted average limited partner common units outstanding	89,229			62,027			82,623		56,315

Incentive Distributions	'
	The net income (loss) allocated to the General Partner is as follows (in thousands):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013				2012			2013			2012
	Income allocation for incentive distributions	$	1,296			$	1,157		$	4,170		$	3,266

	Stock-based compensation attributable to CEI’s restricted shares	(1,480		)		(1,166		)	(5,457		)	(3,443		)
	General Partner interest in net income (loss)	(1,267		)		(300		)	(1,720		)	(243		)
	General Partner share of net loss	$	(1,451	)		$	(309	)	$	(3,007	)	$	(420	)

Employee_Incentive_Plan_Tables

Employee Incentive Plan (Tables)	9 Months Ended
	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]	'
	Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in thousands):



		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013				2012			2013			2012
	Cost of share-based compensation charged to general and administrative	$	2,599			$	2,193		$	9,675		$	6,546
	expense
	Cost of share-based compensation charged to operating expense	423				310			1,403			950

	Total amount charged to income	$	3,022			$	2,503		$	11,078		$	7,496

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]	'
	A summary of the restricted incentive unit activity for the nine months ended September 30, 2013 is provided below:



			Nine Months Ended September 30, 2013
	Crosstex Energy, L.P. Restricted Incentive Units:		Number of				Weighted
			Units				Average
							Grant-Date
							Fair Value
	Non-vested, beginning of period		1,003,159				$	13.31

	Granted		625,339				16.19

	Vested*		(396,927		)		9.5

	Forfeited		(52,648		)		13.52

	Non-vested, end of period		1,178,923				$	16.11

	Aggregate intrinsic value, end of period (in thousands)		$	23,461

	_____________________________________________
	* Vested units include 113,804 units withheld for payroll taxes paid on behalf of employees.
Scheduleof Share Based Compensation Restricted Stock and Restricted Stock Units Vested and Fair Value Vested Table [Text Block]	'
	A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



			Three Months Ended							Nine Months Ended
			September 30,							September 30,
	Crosstex Energy, L.P. Restricted Incentive Units:		2013				2012			2013			2012
	Aggregate intrinsic value of units vested		$	2,457			$	448		$	6,750		$	4,031

	Fair value of units vested		$	1,275			$	452		$	3,771		$	2,060

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]	'
	A summary of the unit option activity for the nine months ended September 30, 2013 is provided below:



			Nine Months Ended September 30, 2013
	Crosstex Energy, L.P. Unit Options:		Number of Units				Weighted
							Average
							Exercise
							Price
	Outstanding, beginning of period		349,018				$	7.25

	Exercised		(132,986		)		5.56

	Forfeited		(3,109		)		23.6

	Outstanding, end of period		212,923				$	8.07

	Options exercisable at end of period		212,923

	Weighted average contractual term (years) end of period:

	Options outstanding		5.5

	Options exercisable		5.5

	Aggregate intrinsic value end of period (in thousands):

	Options outstanding		$	2,803

	Options exercisable		$	2,803

Scheduleof Share Based Compensation Unit Options Vested and Fair Value Vested Table [Text Block]	'
	A summary of the unit options intrinsic value exercised (market value in excess of exercise price at date of exercise) and fair value of units exercised (value per Black-Scholes-Merton option pricing model at date of grant) during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



			Three Months Ended							Nine Months Ended
			September 30,							September 30,
	Crosstex Energy, L.P. Unit Options:		2013				2012			2013			2012
	Intrinsic value of unit options exercised		$	356			$	327		$	1,716		$	805

	Fair value of unit options vested		$	—			$	—		$	254		$	277

Schedule Of Shared Based Compensation Restricted Stock And Restricted Stock Units Activity Table [Text Block]	'
	A summary of the restricted share activities for the nine months ended September 30, 2013 is provided below:



			Nine Months Ended September 30, 2013
	Crosstex Energy, Inc. Restricted Shares:		Number of				Weighted
			Shares				Average
							Grant-Date
							Fair Value
	Non-vested, beginning of period		1,329,162				$	9.75

	Granted		632,912				15.08

	Vested*		(445,177		)		7.43

	Forfeited		(63,864		)		11.69

	Non-vested, end of period		1,453,033				$	12.69

	Aggregate intrinsic value, end of period (in thousands)		$	30,354

	__________________________________________________
	* Vested shares include 124,493 shares withheld for payroll taxes paid on behalf of employees.
Schedule Of Share Based Compensation Restricted Stock And Restricted Units Vested And Fair Value Vested [Table Text Block]	'
	A summary of the restricted shares’ aggregate intrinsic value (market value at vesting date) and fair value of shares vested during the three and nine months ended September 30, 2013 and 2012 are provided below (in thousands):



			Three Months Ended							Nine Months Ended
			September 30,							September 30,
	Crosstex Energy, Inc. Restricted Shares:		2013				2012			2013			2012
	Aggregate intrinsic value of shares vested		$	3,290			$	537		$	7,593		$	3,963

	Fair value of shares vested		$	1,123			$	448		$	3,307		$	1,714

Derivatives_Tables

Derivatives (Tables)	9 Months Ended
	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Commodity Swap	'
	The components of (gain) loss on derivatives in the condensed consolidated statements of operations relating to commodity swaps are provided below (in thousands):



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012
	Change in fair value of derivatives that are not designated as hedging	$	1,012		$	433		$	768		$	(5,481	)
	instruments
	Realized losses on derivatives	591			308			906			3,547

	Ineffective portion of derivatives designated as hedging instruments	31			18			(12		)	(43		)

	(Gains) losses on derivatives	$	1,634		$	759		$	1,662		$	(1,977	)

Fair Value of Derivative Assets and Liabilities relating to commodity swaps	'
	The fair value of derivative assets and liabilities relating to commodity swaps are as follows (in thousands):



		30-Sep-13			31-Dec-12
	Fair value of derivative assets — current, designated	$	287		$	724

	Fair value of derivative assets — current, non-designated	823			2,510

	Fair value of derivative liabilities — current, designated	(313		)	(105		)
	Fair value of derivative liabilities — current, non-designated	(287		)	(1,205		)
	Fair value of derivative liabilities — long term, designated	(19		)	—

	Net fair value of derivatives	$	491		$	1,924

Notional Amount and Fair Value of Derivative Instruments	'
	Set forth below are the summarized notional volumes and fair value of all instruments held for price risk management purposes and related physical offsets as of September 30, 2013 (all gas volumes are expressed in million British thermal units ("MMBtus") and liquids volumes are expressed in gallons). The remaining terms of the contracts extend no later than December 2014.


			30-Sep-13
	Transaction Type		Volume		Fair Value
			(In thousands)
	Cash Flow Hedges:

	Liquids swaps (short contracts)		(9,322	)	$	(45	)
	Total swaps designated as cash flow hedges				$	(45	)


	Mark to Market Derivatives:*
	Swing swaps (long contracts)		1,659		$	4

	Physical offsets to swing swap transactions (short contracts)		(1,659	)	(1		)


	Processing margin hedges — liquids (short contracts)		(3,926	)	256

	Processing margin hedges — gas (long contracts)		422		(125		)



	Liquids swaps - non-designated (short contracts)		(1,369	)	308



	Storage swap transactions — (short contracts)		(100	)	21

	Storage swap transactions — liquids inventory (long contracts)		420		3

	Storage swap transactions — liquids inventory (short contracts)		(1,680	)	70

	Total mark to market derivatives				$	536

	__________________________________________________
	* All are gas contracts except as otherwise noted.
Impact of Cash Flow Hedges	'
	The impact of realized gains or losses from derivatives designated as cash flow hedge contracts in the condensed consolidated statements of operations is summarized below (in thousands):



			Three Months Ended						Nine Months Ended
			September 30,						September 30,
	Increase in Midstream Revenue		2013			2012			2013			2012
	Liquids realized gain included in Midstream revenue		$	159		$	456		$	819		$	851

Derivatives Other than Cash Flow Hedges	'
	The estimated fair value of energy trading contracts by maturity date was as follows (in thousands):



		Maturity Periods
		Less than one year			One to two years			More than two years			Total fair value
	30-Sep-13	$	536		$	—		$	—		$	536

Fair_Value_Measurements_Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Fair Value Derivative Instrument	'
	Net assets measured at fair value on a recurring basis are summarized below (in thousands):



		September 30, 2013		December 31, 2012
		Level 2		Level 2
	Commodity Swaps*	$	491	$	1,924

	Total	$	491	$	1,924


	__________________________________________________
	* Unrealized gains or losses on commodity derivatives qualifying for hedge accounting are recorded in AOCI at each measurement date. The fair value of derivative contracts included in assets or liabilities for risk management activities represents the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for credit risk of the Partnership and/or the counterparty as required under FASB ASC 820.
Fair Value Financial Instrument	'
	Considerable judgment is required to develop the estimates of fair value; thus, the estimates provided below are not necessarily indicative of the amount the Partnership could realize upon the sale or refinancing of such financial instruments (in thousands):



		30-Sep-13				31-Dec-12
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
	Long-term debt	$	1,042,728	$	1,102,563	$	1,036,305	$	1,118,875

	Obligations under capital lease	$	22,822	$	24,381	$	25,257	$	27,667

Segement_Information_Tables

Segement Information (Tables)	9 Months Ended
	Sep. 30, 2013
Segment Reporting [Abstract]	'
Partnership Reportable Segement	'
	Summarized financial information concerning the Partnership’s reportable segments is shown in the following table.



		LIG				NTX				PNGL				ORV				Corporate				Totals
		(In thousands)
	Three Months Ended September 30, 2013

	Sales to external customers	$	119,716			$	72,129			$	181,327			$	95,190			$	—			$	468,362

	Sales to affiliates	22,949				21,839				3,140				—				(47,928		)		—

	Purchased gas, NGLs and crude oil	(121,910		)		(54,460		)		(159,991		)		(79,916		)		47,928				(368,349		)

	Operating expenses	(8,487		)		(13,853		)		(6,847		)		(9,903		)		—				(39,090		)

	Segment profit	$	12,268			$	25,655			$	17,629			$	5,371			$	—			$	60,923

	Loss on derivatives	$	(584	)		$	(510	)		$	(271	)		$	(269	)		$	—			$	(1,634	)

	Depreciation, amortization and impairments	$	(3,149	)		$	(19,887	)		$	(78,652	)		$	(3,264	)		$	(829	)		$	(105,781	)

	Capital expenditures	$	10,842			$	4,821			$	101,406			$	5,412			$	1,464			$	123,945

	Identifiable assets	$	282,088			$	989,583			$	869,156			$	327,496			$	148,031			$	2,616,354

	Three Months Ended September 30, 2012

	Sales to external customers	$	141,977			$	65,606			$	184,427			$	52,937			$	—			$	444,947

	Sales to affiliates	50,304				22,278				35,209				—				(107,791		)		—

	Purchased gas, NGLs and crude oil	(166,374		)		(41,807		)		(204,267		)		(40,545		)		107,791				(345,202		)

	Operating expenses	(8,468		)		(14,255		)		(7,306		)		(5,522		)		—				(35,551		)

	Segment profit	$	17,439			$	31,822			$	8,063			$	6,870			$	—			$	64,194

	Gain (loss) on derivatives	$	(498	)		$	(293	)		$	32			$	—			$	—			$	(759	)

	Depreciation, amortization and impairments	$	(4,360	)		$	(21,508	)		$	(16,503	)		$	(2,164	)		$	(524	)		$	(45,059	)

	Capital expenditures	$	1,596			$	7,596			$	34,064			$	556			$	5,573			$	49,385

	Identifiable assets	$	280,959			$	1,067,591			$	538,427			$	318,258			$	144,192			$	2,349,427

	Nine Months Ended September 30, 2013

	Sales to external customers	$	372,499			$	230,938			$	550,811			$	214,392			$	—			$	1,368,640

	Sales to affiliates	68,854				55,309				19,659				—				(143,822		)		—

	Purchased gas, NGLs and crude oil	(377,937		)		(160,254		)		(502,680		)		(171,415		)		143,822				(1,068,464		)

	Operating expenses	(23,961		)		(40,499		)		(22,067		)		(26,677		)		—				(113,204		)

	Segment profit	$	39,455			$	85,494			$	45,723			$	16,300			$	—			$	186,972

	Gain (loss) on derivatives	$	370			$	(1,558	)		$	(25	)		$	(449	)		$	—			$	(1,662	)

	Depreciation, amortization and impairments	$	(9,421	)		$	(59,528	)		$	(94,842	)		$	(8,355	)		$	(1,996	)		$	(174,142	)

	Capital expenditures	$	27,010			$	12,073			$	329,071			$	14,345			$	7,406			$	389,905

Identifiable assets	$	282,088			$	989,583			$	869,156			$	327,496			$	148,031			$	2,616,354

Nine Months Ended September 30, 2012

Sales to external customers	$	410,154			$	191,523			$	610,694			$	52,937			$	—			$	1,265,308

Sales to affiliates	183,529				70,988				120,997				—				(375,514		)		—

Purchased gas, NGLs and crude oil	(509,196		)		(123,284		)		(677,996		)		(40,545		)		375,514				(975,507		)

Operating expenses	(25,164		)		(41,549		)		(21,693		)		(5,522		)		—				(93,928		)

Segment profit	$	59,323			$	97,678			$	32,002			$	6,870			$	—			$	195,873

Gain (loss) on derivatives	$	4,145			$	(2,709	)		$	541			$	—			$	—			$	1,977



Depreciation, amortization and impairments	$	(10,695	)		$	(62,950	)		$	(32,530	)		$	(2,164	)		$	(1,768	)		$	(110,107	)

Capital expenditures	$	3,484			$	41,050			$	79,981			$	556			$	7,109			$	132,180

Identifiable assets	$	280,959			$	1,067,591			$	538,427			$	318,258			$	144,192			$	2,349,427

Segment Table reconciliation to Condensed Consolidated Financial Statement	'
	The following table reconciles the segment profits reported above to the operating income as reported in the condensed consolidated statements of operations (in thousands):



		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2013				2012				2013				2012

	Segment profits	$	60,923			$	64,194			$	186,972			$	195,873

	General and administrative expenses	(15,605		)		(16,470		)		(50,053		)		(44,398		)
	Gain (loss) on derivatives	(1,634		)		(759		)		(1,662		)		1,977

	Gain (loss) on sale of property	270				(109		)		175				395

	Depreciation, amortization and impairments	(105,781		)		(45,059		)		(174,142		)		(110,107		)
	Operating income (loss)	$	(61,827	)		$	1,797			$	(38,710	)		$	43,740

Immaterial_Correction_of_Prior1

Immaterial Correction of Prior Period Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2013
Accounting Changes and Error Corrections [Abstract]	'
Schedule of Error Corrections and Prior Period Adjustments	'
	The following table reflects the revenues, purchased gas costs and total operating costs and expenses as previously reported and as adjusted for the three and nine months ended September 30, 2012 (in thousands):



		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
	As previously reported:
	Total revenues	$	406,968	$	1,129,871

	Purchased gas, NGLs and crude oil	$	307,223	$	840,070

	Total operating costs and expenses	$	405,171	$	1,086,131

	Operating income	$	1,797	$	43,740


	As adjusted:
	Total revenues	$	444,947	$	1,265,308

	Purchased gas, NGLs and crude oil	$	345,202	$	975,507

	Total operating costs and expenses	$	443,150	$	1,221,568

	Operating income	$	1,797	$	43,740

General_Details

General (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
General [Abstract]	'	'	'	'
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	$448	$593	$939	$168
Limited Liability Company or Limited Partnership, Business, Formation State	'	'	'Delaware	'
Limited Liability Company or Limited Partnership, Business, Formation Date	'	'	12-Jul-02	'
Limited Liability Company or Limited Partnership, Business Activities and Description	'	'	'We also provide crude oil, condensate and brine services to producers. We connect the wells of natural gas producers in our market areas to our gathering systems, process natural gas for the removal of NGLs, fractionate NGLs into purity products and market those products for a fee, transport natural gas and ultimately provide natural gas to a variety of markets. We purchase natural gas from natural gas producers and other supply sources and sell that natural gas to utilities, industrial consumers, other marketers and pipelines. We operate processing plants that process gas transported to the plants by major interstate pipelines or from our own gathering systems under a variety of fee arrangements. In addition, we purchase natural gas from producers not connected to our gathering systems for resale and sell natural gas on behalf of producers for a fee.B We provide a variety of crude services throughout the Ohio River Valley ("ORV") which include crude oil gathering via pipelines and trucks and oilfield brine disposal. We also have crude oil terminal facilities in south Louisiana that provide access for crude oil producers to the premium markets in this area.	'
Limited Liability Company or Limited Partnership, Managing Member or General Partner, Name	'	'	'Crosstex Energy GP, LLC	'

General_General_Customer_Relat

General General (Customer Relationship Impairment) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]	'	'	'	'
Impairment of Intangible Assets (Excluding Goodwill)	$72,576	$0	$72,576	$0

General_General_Goodwill_Detai

General General (Goodwill) (Details)	3 Months Ended
General General (Goodwill) (Details)	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'
New Date of Annual Goodwill Impairment Test	'7/1/2013

Acquisition_Details_Textuals

Acquisition (Details Textuals) (USD $)	3 Months Ended	0 Months Ended	3 Months Ended	9 Months Ended
	Dec. 31, 2013	Jul. 02, 2012	Sep. 30, 2012	Sep. 30, 2013
	Dec. 31, 2013	Clearfield Energy [Member]	Clearfield Energy [Member]	Clearfield Energy [Member]
Business Acquisition [Line Items]	'	'	'	'
Oil and Gas Revenue	'	'	$52,900,000	'
Business Acquisition, Date of Acquisition Agreement	21-Oct-13	'	'	2-Jul-12
Business Acquisition, Name of Acquired Entity	'	'	'	'Clearfield Energy,B Inc
Payments to Acquire Businesses, Gross	'	$215,397,000	'	'

Acquisition_Clearfield_PPA_Det

Acquisition (Clearfield PPA) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Jul. 02, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Clearfield Energy [Member]
Business Acquisition [Line Items]	'	'	'
Purchase Price to Clearfield Energy, Inc.	'	'	$215,397
Assets acquired [Abstract]	'	'	'
Current assets	'	'	17,622
Assets held for disposition	'	'	19,358
Property, plant and equipment	'	'	91,422
Goodwill	153,802	152,627	153,802
Intangibles	'	'	37,600
Liabilities assumed:	'	'	'
Current liabilities	'	'	-28,274
Liabilities held for disposition	'	'	-1,400
Deferred taxes	'	'	-65,228
Long term liabilities	'	'	-9,505
Total purchase price	'	'	$215,397

Acquisition_Proforma_Details

Acquisition (Proforma) (Details) (Clearfield Energy [Member], USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Clearfield Energy [Member]	'	'
Business Acquisition [Line Items]	'	'
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized	$46,100,000	'
Pro forma total revenues	'	1,371,219,000
Pro forma net loss	'	-18,005,000
Pro forma net loss attributable to Crosstex Energy, L.P.	'	($17,892,000)
Pro forma net loss per common unit: Basic and Diluted	'	($0.32)

LongTerm_Debt_Indebtedness_Tab

Long-Term Debt (Indebtedness Table) (Details) (USD $)	9 Months Ended	12 Months Ended
Long-Term Debt (Indebtedness Table) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]	'	'
Debt classified as long-term	$1,042,728,000	$1,036,305,000
Line of Credit \| 2016	'	'
Debt Instrument [Line Items]	'	'
Line of Credit Facility, Interest Rate During Period	3.60%	4.30%
Long-term Debt	76,000,000	71,000,000
Unsecured Debt \| 2018 \| 8.75%	'	'
Debt Instrument [Line Items]	'	'
Long-term Debt	716,728,000	715,305,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	8.88%	8.88%
Debt Instrument, Unamortized Discount (Premium), Net	8,272,000	9,700,000
Unsecured Debt \| 2022 \| 7.125%	'	'
Debt Instrument [Line Items]	'	'
Long-term Debt	250,000,000	250,000,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	7.13%	7.13%
Debt classified as long-term	'	'
Debt Instrument [Line Items]	'	'
Debt classified as long-term	$1,042,728,000	$1,036,305,000

LongTerm_Debt_Details_Textuals

Long-Term Debt (Details Textuals) (USD $)

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Revolving Credit Facility

Non-Guarantor Subsidiaries

Prior to December 31, 2013

September 30, 2013 And December 31, 2013

Until December 31, 2013 [Domain]

After December 31, 2014

March 31, 2014, June 30, 2014 and September 30, 2014

Dec 31, 2014 and thereafter

March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014

Maximum

Minimum

Maximum

Minimum

Maximum

Minimum

Line of Credit Facility [Line Items]

Outstanding letter of credit

$62,300,000

Borrowed under existing credit facility

76,000,000

71,000,000

76,000,000

Avaliable borrowing capacity

496,700,000

Borrowing capacity

635,000,000

Available Additional Borrowings

271,400,000

Interest Coverge Ratio

'2.25 to 1.0

'2.50 to 1.0

'2.25 to 1.0

Leverage ratios

'5.50 to 1.0

'5.25 to 1.0

'5.50 to 1.0

'5.25 to 1.0

Non Guarantor Obligation Maximum Exposure

$500,000,000

LongTerm_Debt_Guarantor_Non_Gu

Long-Term Debt (Guarantor Non Guarantor BS) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
Assets	'	'	'
Total current assets	$227,112	$257,220	'
Property, plant and equipment, net	1,791,619	1,471,248	'
Total other assets	597,623	694,121	'
Total assets	2,616,354	2,422,589	2,349,427
Liabilities And Partners Capital	'	'	'
Total current liabilities	255,137	275,543	'
Long-term debt	1,042,728	1,036,305	'
Other long-term liabilities	93,815	101,660	'
Partners' capital	1,224,674	1,009,081	'
Total liabilities & partners' capital	2,616,354	2,422,589	'
Guarantor Subsidiaries	'	'	'
Assets	'	'	'
Total current assets	216,038	246,165	'
Property, plant and equipment, net	1,579,845	1,276,097	'
Total other assets	597,623	694,121	'
Total assets	2,393,506	2,216,383	'
Liabilities And Partners Capital	'	'	'
Total current liabilities	247,714	273,151	'
Long-term debt	1,042,728	1,036,305	'
Other long-term liabilities	93,815	101,660	'
Partners' capital	1,009,249	805,267	'
Total liabilities & partners' capital	2,393,506	2,216,383	'
Non-Guarantor Subsidiaries	'	'	'
Assets	'	'	'
Total current assets	11,074	11,055	'
Property, plant and equipment, net	211,774	195,151	'
Total other assets	0	0	'
Total assets	222,848	206,206	'
Liabilities And Partners Capital	'	'	'
Total current liabilities	7,423	2,392	'
Long-term debt	0	0	'
Other long-term liabilities	0	0	'
Partners' capital	215,425	203,814	'
Total liabilities & partners' capital	222,848	206,206	'
Consolidation, Eliminations	'	'	'
Assets	'	'	'
Total current assets	0	0	'
Property, plant and equipment, net	0	0	'
Total other assets	0	0	'
Total assets	0	0	'
Liabilities And Partners Capital	'	'	'
Total current liabilities	0	0	'
Long-term debt	0	0	'
Other long-term liabilities	0	0	'
Partners' capital	0	0	'
Total liabilities & partners' capital	$0	$0	'

LongTerm_Debt_Guarantor_Non_Gu1

Long-Term Debt (Guarantor Non Guarantor IS) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]	'	'	'	'
Revenues	$468,362	$444,947	$1,368,640	$1,265,308
Total operating costs and expenses	-530,189	-443,150	-1,407,350	-1,221,568
Operating income (loss)	-61,827	1,797	-38,710	43,740
Interest Expense, net	-16,430	-23,229	-54,874	-63,932
Other income	-27	5,950	262	5,975
Income (loss) before non-controlling interest and income taxes	-78,284	-15,482	-93,322	-14,217
Income tax provision	-554	-672	-2,097	-1,507
Net income (loss) attributable to the non-controlling interest	0	54	0	163
Net income (loss) attributable to Crosstex Energy, L.P.	-78,838	-16,100	-95,419	-15,561
Guarantor Subsidiaries	'	'	'	'
Condensed Financial Statements, Captions [Line Items]	'	'	'	'
Revenues	456,177	430,064	1,331,143	1,221,502
Total operating costs and expenses	-527,346	-438,876	-1,401,180	-1,213,993
Operating income (loss)	-71,169	-8,812	-70,037	7,509
Interest Expense, net	-16,430	-23,220	-54,874	-63,867
Other income	-27	5,950	262	5,975
Income (loss) before non-controlling interest and income taxes	-87,626	-26,082	-124,649	-50,383
Income tax provision	-554	-665	-2,097	-1,493
Net income (loss) attributable to the non-controlling interest	'	0	'	0
Net income (loss) attributable to Crosstex Energy, L.P.	-88,180	-26,747	-126,746	-51,876
Non-Guarantor Subsidiaries	'	'	'	'
Condensed Financial Statements, Captions [Line Items]	'	'	'	'
Revenues	17,955	20,468	56,461	64,946
Total operating costs and expenses	-8,613	-9,859	-25,134	-28,715
Operating income (loss)	9,342	10,609	31,327	36,231
Interest Expense, net	0	-9	0	-65
Other income	0	0	'	0
Income (loss) before non-controlling interest and income taxes	9,342	10,600	31,327	36,166
Income tax provision	0	-7	0	-14
Net income (loss) attributable to the non-controlling interest	'	54	'	163
Net income (loss) attributable to Crosstex Energy, L.P.	9,342	10,647	31,327	36,315
Consolidation, Eliminations	'	'	'	'
Condensed Financial Statements, Captions [Line Items]	'	'	'	'
Revenues	-5,770	-5,585	-18,964	-21,140
Total operating costs and expenses	5,770	5,585	18,964	21,140
Operating income (loss)	0	0	0	0
Interest Expense, net	0	0	0	0
Other income	0	0	0	0
Income (loss) before non-controlling interest and income taxes	0	0	0	0
Income tax provision	0	0	0	0
Net income (loss) attributable to the non-controlling interest	'	0	'	0
Net income (loss) attributable to Crosstex Energy, L.P.	$0	$0	$0	$0

LongTerm_Debt_Details

Long-Term Debt (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Statement of Cash Flows [Abstract]	'	'
Net cash provided by operating activities	$88,631	$44,581
Net cash used in investing activities	-391,205	-394,413
Net cash provided by (used in) financing activities	302,459	328,207
Guarantor Subsidiaries	'	'
Statement of Cash Flows [Abstract]	'	'
Net cash provided by operating activities	46,028	-3,335
Net cash used in investing activities	-368,318	-393,866
Net cash provided by (used in) financing activities	302,459	328,207
Non-Guarantor Subsidiaries	'	'
Statement of Cash Flows [Abstract]	'	'
Net cash provided by operating activities	42,603	47,916
Net cash used in investing activities	-22,887	-547
Net cash provided by (used in) financing activities	-19,716	-46,989
Consolidation, Eliminations	'	'
Statement of Cash Flows [Abstract]	'	'
Net cash provided by operating activities	0	0
Net cash used in investing activities	0	0
Net cash provided by (used in) financing activities	$19,716	$46,989

Other_Longterm_Liabilities_Det

Other Long-term Liabilities (Details) (USD $)	Sep. 30, 2013
In Thousands, unless otherwise specified	Sep. 30, 2013
Leases [Abstract]	'
Compressor equipment	$37,199
Less: Accumulated amortization	-16,401
Net assets under capital leases	$20,798

Other_Longterm_Liabilities_Min

Other Long-term Liabilities (Minimum Lease Payments) (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]	'
2013	$1,146
2014	4,582
2015	4,582
2016	4,582
2017	6,910
Thereafter	5,189
Less: Interest	-4,169
Net minimum lease payments under capital lease	22,822
Less: Current portion of net minimum lease payments	-4,449
Long-term portion of net minimum lease payments	$18,373

Partners_Capital_Details_Textu

Partners' Capital (Details Textuals) (USD $)

3 Months Ended

9 Months Ended

0 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Jun. 14, 2013

Jan. 14, 2013

Jun. 14, 2013

Jan. 14, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

June Issuance [Member]

Public Placement [Member]

Greenshoe Units Sold [Member]

June Issuance [Member]

Private Placement [Member]

Equity Distribution [Member]

Preferred Stock

General Partner

13%

23%

48%

Subsidiary Sale Of Stock [Line Items]

Common Stock Issuance Date

14-Jun-13

14-Jan-13

Partners Capital Account Units Sold In Public Offering

8,280,000

8,625,000

1,080,000

Limited Partners Unit Price Per Unit

$20.33

$15.15

$14.55

Partners Capital Account Units Sold In Private Placement

2,700,000

Proceeds from Issuance of Private Placement

$39,200,000

Aggregate Amount Of Equity Securities Allowed Under Equity Distribution Agreement

75,000,000

Partners' Capital Account, Units, Sale of Units

3,370,486

Proceeds from Issuance of Common Limited Partners Units

389,186,000

232,791,000

62,900,000

Sales Agent Commissions

900,000

Percentage of avaliable cash to distribute

100.00%

Number of days from end of quarter for distribution

'45 days

Distribution Made to Limited Partner, Distributions Paid, Per Unit

$0.33

$0.66

Preferred Stock Paid In Kind

394,313

384,731

375,382

Distribution Made to Limited Partner, Distribution Date

12-Aug-13

13-May-13

14-Feb-13

14-Nov-12

12-Nov-13

Distribution Made to Limited Partner, Distributions Declared, Per Unit

$0.34

$0.33

$0.34

$0.33

Distribution per unit excess distribution level

$0.21

Incentive Distribution Percentage Levels

13.00%

23.00%

48.00%

Proceeds from Issuance of Common Stock

$162,000,000

$125,400,000

Incentive Distibution Excess Per Unit Amount

$0.25

$0.31

$0.38

Partners_Capital_EPU_Computati

Partners' Capital (EPU Computation Schedule) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Capital Unit [Line Items]	'	'	'	'
Limited partners' interest in net loss	($85,673)	($21,431)	($115,909)	($30,487)
Basic and diluted per common unit	($0.95)	($0.34)	($1.38)	($0.53)
Common Unit	'	'	'	'
Capital Unit [Line Items]	'	'	'	'
Limited partners' interest in net loss	-84,540	-21,029	-114,256	-29,924
Distributed Earnings	30,308	20,948	82,623	55,752
Undistributed Earnings, Basic	-114,848	-41,977	-196,879	-85,676
Restricted Stock Units (RSUs)	'	'	'	'
Capital Unit [Line Items]	'	'	'	'
Limited partners' interest in net loss	-1,133	-402	-1,653	-563
Distributed Earnings	399	310	1,195	1,008
Undistributed Earnings, Basic	-1,532	-712	-2,848	-1,571
Total [Member]	'	'	'	'
Capital Unit [Line Items]	'	'	'	'
Limited partners' interest in net loss	-85,673	-21,431	-115,909	-30,487
Distributed Earnings	30,707	21,258	83,818	56,760
Undistributed Earnings, Basic	($116,380)	($42,689)	($199,727)	($87,247)

Partners_Capital_Weighted_Aver

Partners' Capital (Weighted Average Schedule) (Details)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Partners' Capital Notes [Abstract]	'	'	'	'
Weighted average limited partner common units outstanding	89,229	62,027	82,623	56,315

Partners_Capital_Allocated_Net

Partners' Capital (Allocated Net Income (loss) to the General Partner) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Partners' Captial Notes [Abstract]	'	'	'	'
Income allocation for incentive distributions	$1,296	$1,157	$4,170	$3,266
Stock-based compensation attributable to CEIbs restricted shares	-1,480	-1,166	-5,457	-3,443
General Partner interest in net income (loss)	-1,267	-300	-1,720	-243
General Partner share of net loss	($1,451)	($309)	($3,007)	($420)

Employee_Incentive_Plan_Expens

Employee Incentive Plan (Expense Schedule) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
General and Administrative [Member]	'	'	'	'
Share Based Compensation Expense [Line Items]	'	'	'	'
Cost of Share-based Compensation	$2,599	$2,193	$9,675	$6,546
Operating Expense [Member]	'	'	'	'
Share Based Compensation Expense [Line Items]	'	'	'	'
Cost of Share-based Compensation	423	310	1,403	950
Total amount charged to income [Member]	'	'	'	'
Share Based Compensation Expense [Line Items]	'	'	'	'
Cost of Share-based Compensation	$3,022	$2,503	$11,078	$7,496

Employee_Incentive_Plan_Compen

Employee Incentive Plan (Compensation Schedule) (Details) (USD $)	0 Months Ended	9 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 04, 2013	Sep. 30, 2013
Restricted Stock [Member]	'	'
Weighted Average Grant-Date Fair Value	'	'
Units vested in period withheld for payroll taxes	'	124,493
CELP Restricted Units [Member] \| Restricted Stock Units (RSUs)	'	'
Number of Units	'	'
Non-vested, beginning of period (Units)	'	1,003,159
Granted (Units)	'	625,339
Vested (Units)	-57,897	-396,927	[1]
Forfeited (Units)	'	-52,648
Non-vested, end of period (Units)	'	1,178,923
Weighted Average Grant-Date Fair Value	'	'
Non-vested, beginning of period	'	$13.31
Granted	'	$16.19
Vested	'	$9.50	[1]
Forfeited	'	$13.52
Non-vested, end of period	'	$16.11
Aggregate intrinsic value, end of period (in thousands)	'	$23,461
Units vested in period withheld for payroll taxes	'	113,804
CEI Restricted Shares [Member] \| Restricted Stock [Member]	'	'
Number of Units	'	'
Non-vested, beginning of period (Units)	'	1,329,162
Granted (Units)	'	632,912
Vested (Units)	-60,018	-445,177
Forfeited (Units)	'	-63,864
Non-vested, end of period (Units)	'	1,453,033
Weighted Average Grant-Date Fair Value	'	'
Non-vested, beginning of period	'	$9.75
Granted	'	$15.08
Vested	'	$7.43
Forfeited	'	$11.69
Non-vested, end of period	'	$12.69
Aggregate intrinsic value, end of period (in thousands)	'	$30,354

[1]	Vested units include 113,804 units withheld for payroll taxes paid on behalf of employees.

Employee_Incentive_Plan_Textua

Employee Incentive Plan (Textuals) (Details) (USD $)

9 Months Ended

0 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2013

9-May-13

Sep. 30, 2013

Mar. 04, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

9-May-13

Sep. 30, 2013

Mar. 04, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

CEI Restricted Shares [Member]

Common Units [Member]

Restricted Stock Units (RSUs)

Common Stock

Restricted Stock [Member]

Stock Options [Member]

CELP Restricted Units [Member]

CEI Restricted Shares [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized

3,470,000

1,785,000

Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized

9,070,000

4,385,000

Unrecognized compensation cost related to non-vested restricted incentive units

$9,000,000

Partnership issued restricted incentive units

57,897

396,927

[1]

60,018

445,177

Vesting Period

'3 years

Fair value of units vested

$1,000,000

$1,275,000

$452,000

$3,771,000

$2,060,000

$1,000,000

$1,123,000

$448,000

$3,307,000

$1,714,000

Unrecognized compensation costs, weighted average period for recognition

'1 year 6 months

'1 year 5 months

Options vested and exercisable at end of period

37,500

[1]

Vested units include 113,804 units withheld for payroll taxes paid on behalf of employees.

Employee_Incentive_Plan_Instri

Employee Incentive Plan (Instrinsic Value of Options Units Vested) (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Mar. 04, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CELP Restricted Units [Member] \| Restricted Stock Units (RSUs)	'	'	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'	'	'	'
Aggregate intrinsic value of units vested	'	$2,457	$448	$6,750	$4,031
Fair value of shares vested	1,000	1,275	452	3,771	2,060
CEI Restricted Shares [Member] \| Restricted Stock [Member]	'	'	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'	'	'	'
Aggregate intrinsic value of units vested	'	3,290	537	7,593	3,963
Fair value of shares vested	$1,000	$1,123	$448	$3,307	$1,714

Employee_Incentive_Plan_Summar

Employee Incentive Plan (Summary of Partnership Unit Option) (Details) (USD $)	9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013
Stock Options [Member]	'
Share Based Compenstation Arrangement By Share Based Payment Award Unit Option [Abstract]	'
Options vested and exercisable at end of period	37,500
Unit Option [Member]	'
Share Based Compenstation Arrangement By Share Based Payment Award Unit Option [Abstract]	'
Outstanding, beginning of period	349,018
Excercised	-132,986
Foreited	-3,109
Outstanding, end of period	212,923
Options vested and exercisable at end of period	212,923
Unit Options Weighted Average Share Price [Abstract]	'
Outstanding, beginning of period	$7.25
Excercised	$5.56
Forfeited	$23.60
Outstanding, End of period	$8.07
Weighted Average Contractual Term End Of Period [Abstract]	'
Options outstanding	'5 years 6 months
Options excercisable	'5 years 6 months
Aggregate Instrinsic Value End Of Period [Abstract]	'
Options outstanding	$2,803
Options exerciseable	$2,803

Employee_Incentive_Plan_Intrin

Employee Incentive Plan (Intrinsic Value Exercised and Fair Value Exercised) (Details) (Unit Option [Member], USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Unit Option [Member]	'	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'	'	'
Intrinsic value of unit options exercised	$356	$327	$1,716	$805
Fair value of unit options vested	$0	$0	$254	$277

Derivatives_Summary_of_Derivat

Derivatives (Summary of Derivative Income Expense) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]	'	'	'	'
Realized losses on derivatives	'	'	($1,662)	$1,977
(Gain) loss on derivatives	1,634	759	1,662	-1,977
Commodity Swap [Member]	'	'	'	'
Derivative Instruments, Gain (Loss) [Line Items]	'	'	'	'
Change in fair value of derivatives that are not designated as hedging instruments	1,012	433	768	-5,481
Realized losses on derivatives	591	308	906	3,547
Ineffective portion of derivatives designated as hedging instruments	$31	$18	($12)	($43)

Derivatives_Schedule_of_Deriva

Derivatives (Schedule of Derivative Assets Liabilities) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012
Derivatives, Fair Value [Line Items]	'	'	'
Fair value of derivative assets, current	$1,110	$3,234	'
Fair value of derivative liabilities, current	-600	-1,310	'
Net fair value of derivatives	491	1,924	'
Designated as Hedging Instrument [Member]	'	'	'
Derivatives, Fair Value [Line Items]	'	'	'
Fair value of derivative assets, current	287	724	'
Fair value of derivative liabilities, current	-313	-105	'
Derivative Liability, Noncurrent	-19	'	0
Non Designated as Hedging Instrument [Member]	'	'	'
Derivatives, Fair Value [Line Items]	'	'	'
Fair value of derivative assets, current	823	2,510	'
Fair value of derivative liabilities, current	-287	-1,205	'
Net fair value of derivatives	$536	'	'

Derivatives_Derivatives_Outsta

Derivatives (Derivatives Outstanding) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative [Line Items]	'	'
Total mark to market derivatives	$491	$1,924
Cash Flow Liquid Swap [Member] \| Short Contracts [Member] \| Liquids [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-9,322,000	'
Cash Flow Hedges Derivative Instruments at Fair Value, Net	-45	'
Physical offset to swing swap [Member] \| Short Contracts [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-1,659,000	'
Total mark to market derivatives	-1	'
Swing swap [Member] \| Long Contracts [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	1,659,000	'
Total mark to market derivatives	4	'
Basis Swap [Member] \| Short Contracts [Member] \| Liquids [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-1,369,000	'
Total mark to market derivatives	308	'
Processing Margin Hedges [Member] \| Short Contracts [Member] \| Liquids [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-3,926,000	'
Total mark to market derivatives	256	'
Processing Margin Hedges [Member] \| Long Contracts [Member] \| Gas [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	422,000	'
Total mark to market derivatives	-125	'
Storage Swap [Member] \| Short Contracts [Member] \| Liquids [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-1,680,000	'
Total mark to market derivatives	70	'
Storage Swap [Member] \| Short Contracts [Member] \| Gas [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	-100,000	'
Total mark to market derivatives	21	'
Storage Swap [Member] \| Long Contracts [Member] \| Liquids [Member]	'	'
Derivative [Line Items]	'	'
Derivative Nonmonetary Notional Amount	420,000	'
Total mark to market derivatives	3	'
Commodity [Member]	'	'
Derivative [Line Items]	'	'
Total mark to market derivatives	$536	'

Derivatives_Details_Textuals

Derivatives (Details Textuals) (USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013
Derivative [Line Items]	'
Maximum counterparty loss	$0.90
Maximum counterparty loss with netting feature	0.7
Cash Flow Liquid Swap [Member]	'
Derivative [Line Items]	'
Unrealized derivative fair value net gain	0.1
Unrealized derivative fair value net gain, to be recognized during the next 12 months	$0.10

Derivatives_Impact_of_Cash_Flo

Derivatives (Impact of Cash Flow Hedges Table) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'	'	'	'
Liquids realized gain included in Midstream revenue	$159	$456	$819	$851

Derivatives_Derivatives_Other_

Derivatives (Derivatives Other Than Cash Flow Hedges Table) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative [Line Items]	'	'
Net fair value of derivatives	$491	$1,924
Non Designated as Hedging Instrument [Member]	'	'
Derivative [Line Items]	'	'
Less than one year	536	'
One to two years	0	'
More than two years	0	'
Net fair value of derivatives	$536	'

Fair_Value_Measurement_Fair_Me

Fair Value Measurement (Fair Measurement on a Recurring Nonrecurring Basis) (Details) (Fair Value, Inputs, Level 2 [Member], Commodity Swap [Member], Fair Value, Measurements, Recurring [Member], USD $)	Sep. 30, 2013		Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Fair Value, Inputs, Level 2 [Member] \| Commodity Swap [Member] \| Fair Value, Measurements, Recurring [Member]	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Net Fair value of derivatives	$491	[1]	$1,924	[1]

[1]	Unrealized gains or losses on commodity derivatives qualifying for hedge accounting are recorded in AOCI at each measurement date. The fair value of derivative contracts included in assets or liabilities for risk management activities represents the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for credit risk of the Partnership and/or the counterparty as required under FASB ASC 820.

Fair_Value_Measurement_Fair_Va

Fair Value Measurement (Fair Value of Financial Instrument) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Carrying (Reported) Amount, Fair Value Disclosure [Member]	'	'
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]	'	'
Long-term Debt	$1,042,728	$1,036,305
Obligations under capital lease	22,822	25,257
Estimate of Fair Value, Fair Value Disclosure [Member]	'	'
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]	'	'
Long-term Debt, Fair Value	1,102,563	1,118,875
Obligations under capital lease	$24,381	$27,667

Fair_Value_Measurement_Details

Fair Value Measurement (Details Textuals) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]	'	'
Borrowed under existing credit facility	$76,000,000	$71,000,000
Unsecured Debt \| 2018 \| 8.75%	'	'
Debt Instrument [Line Items]	'	'
Senior Notes	716,700,000	715,300,000
Senior notes fixed interest rate	8.88%	'
Unsecured Debt \| 2022 \| 7.125%	'	'
Debt Instrument [Line Items]	'	'
Senior Notes	250,000,000	'
Senior notes fixed interest rate	7.13%	'
Revolving Credit Facility	'	'
Debt Instrument [Line Items]	'	'
Borrowed under existing credit facility	$76,000,000	'

Commitments_and_Contingencies_

Commitments and Contingencies (Contingencies Related to Acquisition) (Details)	3 Months Ended	9 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
		LIG Pipeline [Member]	Environmental Remediation Sites, No Further Remediation Required [Member]	Environmental Remediation Sites, Continuing Remediation Required [Member]	Total [Member]
			site	site	site
Business Acquisition [Line Items]	'	'	'	'	'
Business Acquisition, Date of Acquisition Agreement	21-Oct-13	1-Apr-04	'	'	'
Business Acquisition, Name of Acquired Entity	'	'LIG Pipeline Company	'	'	'
Site Contingency, Number of Sites	'	'	23	2	25

Commitments_and_Contingencies_1

Commitments and Contingencies (Details Textuals) (Nuisance Lawsuit [Member], USD $)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013
Nuisance Lawsuit [Member]	'
Loss Contingencies [Line Items]	'
Loss Contingency, Lawsuit Filing Date	'JanuaryB 2012
Loss Contingency, Loss in Period	$2

Segment_Information_Details

Segment Information (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	$468,362	$444,947	$1,368,640	$1,265,308	'
Sales to affiliates	0	0	0	0	'
Purchased gas, NGLs and crude oil	-368,349	-345,202	-1,068,464	-975,507	'
Operating expenses	-39,090	-35,551	-113,204	-93,928	'
Segment profit	60,923	64,194	186,972	195,873	'
Gain (loss) on derivatives	-1,634	-759	-1,662	1,977	'
Depreciation, amortization and impairments	105,781	45,059	174,142	110,107	'
Capital expenditures	123,945	49,385	389,905	132,180	'
Identifiable assets	2,616,354	2,349,427	2,616,354	2,349,427	2,422,589
LIG Operating Segments [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	119,716	141,977	372,499	410,154	'
Sales to affiliates	22,949	50,304	68,854	183,529	'
Purchased gas, NGLs and crude oil	-121,910	-166,374	-377,937	-509,196	'
Operating expenses	-8,487	-8,468	-23,961	-25,164	'
Segment profit	12,268	17,439	39,455	59,323	'
Gain (loss) on derivatives	-584	-498	370	4,145	'
Depreciation, amortization and impairments	3,149	4,360	9,421	10,695	'
Capital expenditures	10,842	1,596	27,010	3,484	'
Identifiable assets	282,088	280,959	282,088	280,959	'
NTX Operating Segments [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	72,129	65,606	230,938	191,523	'
Sales to affiliates	21,839	22,278	55,309	70,988	'
Purchased gas, NGLs and crude oil	-54,460	-41,807	-160,254	-123,284	'
Operating expenses	-13,853	-14,255	-40,499	-41,549	'
Segment profit	25,655	31,822	85,494	97,678	'
Gain (loss) on derivatives	-510	-293	-1,558	-2,709	'
Depreciation, amortization and impairments	19,887	21,508	59,528	62,950	'
Capital expenditures	4,821	7,596	12,073	41,050	'
Identifiable assets	989,583	1,067,591	989,583	1,067,591	'
PNGL Operating Segments [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	181,327	184,427	550,811	610,694	'
Sales to affiliates	3,140	35,209	19,659	120,997	'
Purchased gas, NGLs and crude oil	-159,991	-204,267	-502,680	-677,996	'
Operating expenses	-6,847	-7,306	-22,067	-21,693	'
Segment profit	17,629	8,063	45,723	32,002	'
Gain (loss) on derivatives	-271	32	-25	541	'
Depreciation, amortization and impairments	78,652	16,503	94,842	32,530	'
Capital expenditures	101,406	34,064	329,071	79,981	'
Identifiable assets	869,156	538,427	869,156	538,427	'
ORV Operating Segments [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	95,190	52,937	214,392	52,937	'
Sales to affiliates	0	0	0	0	'
Purchased gas, NGLs and crude oil	-79,916	-40,545	-171,415	-40,545	'
Operating expenses	-9,903	-5,522	-26,677	-5,522	'
Segment profit	5,371	6,870	16,300	6,870	'
Gain (loss) on derivatives	-269	0	-449	0	'
Depreciation, amortization and impairments	3,264	2,164	8,355	2,164	'
Capital expenditures	5,412	556	14,345	556	'
Identifiable assets	327,496	318,258	327,496	318,258	'
Corporate Elimination [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Sales to external customers	0	0	0	0	'
Sales to affiliates	-47,928	-107,791	-143,822	-375,514	'
Purchased gas, NGLs and crude oil	47,928	107,791	143,822	375,514	'
Operating expenses	0	0	0	0	'
Segment profit	0	0	0	0	'
Gain (loss) on derivatives	0	0	0	0	'
Depreciation, amortization and impairments	829	524	1,996	1,768	'
Capital expenditures	1,464	5,573	7,406	7,109	'
Identifiable assets	$148,031	$144,192	$148,031	$144,192	'

Segment_Information_Reconcilia

Segment Information (Reconciliation of Segment Profit to Operating Income) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Reporting Information [Line Items]	'	'	'	'
Segment profit	$60,923	$64,194	$186,972	$195,873
General and administrative	-15,605	-16,470	-50,053	-44,398
Gain (loss) on derivatives	-1,634	-759	-1,662	1,977
Gain (loss) on sale of property	270	-109	175	395
Depreciation, amortization and impairments	105,781	45,059	174,142	110,107
Depreciation and amortization	-33,205	-45,059	-101,566	-110,107
Operating income	($61,827)	$1,797	($38,710)	$43,740

Immaterial_Correction_of_Prior2

Immaterial Correction of Prior Period Financial Statements (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues	$468,362	$444,947	$1,368,640	$1,265,308
Purchased gas, NGLs and crude oil	368,349	345,202	1,068,464	975,507
Total operating costs and expenses	530,189	443,150	1,407,350	1,221,568
Operating income	-61,827	1,797	-38,710	43,740
Scenario, Actual [Member]	'	'	'	'
Revenues	'	444,947	'	1,265,308
Purchased gas, NGLs and crude oil	'	345,202	'	975,507
Total operating costs and expenses	'	443,150	'	1,221,568
Operating income	'	1,797	'	43,740
Classification of New Opportunity Processing [Member] \| Scenario, Adjustment [Member]	'	'	'	'
Purchased gas, NGLs and crude oil	'	38,000	'	135,400
Classification of New Opportunity Processing [Member] \| Scenario, Previously Reported [Member]	'	'	'	'
Revenues	'	406,968	'	1,129,871
Purchased gas, NGLs and crude oil	'	307,223	'	840,070
Total operating costs and expenses	'	405,171	'	1,086,131
Operating income	'	$1,797	'	$43,740

Subsequent_Event_Details

Subsequent Event (Details) (USD $)	3 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Dec. 31, 2013	Sep. 30, 2013
Subsequent Event [Line Items]	'	'
Permian gas processing initial investment	'	$140
Business Acquisition, Date of Acquisition Agreement	21-Oct-13	'