10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number: 001-33631

Crestwood Midstream Partners LP

(Exact name of registrant as specified in its charter)

Delaware	56-2639586
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
700 Louisiana Street, Suite 2060, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(832) 519-2200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller Reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of the issuer’s common units and Class C units, as of the latest practicable date:

Title of Class	Outstanding as of April 29, 2013
Common Units	53,764,924

CRESTWOOD MIDSTREAM PARTNERS LP

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.     Financial Statements	4
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.     Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.     Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.     Legal Proceedings	33
Item 1A.  Risk Factors	33
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.     Defaults Upon Senior Securities	33
Item 4.     Mine Safety Disclosures	33
Item 5.     Other Information	33
Item 6.     Exhibits	33
Signatures	34
Exhibits	35

2

FORWARD-LOOKING INFORMATION

In this report, unless the context requires otherwise, references to “we,” “us,” “our,” “CMLP,” or the “Partnership” are intended to mean the business and operations of Crestwood Midstream Partners LP and its consolidated subsidiaries.

Certain statements contained in this report and other materials we file with the U.S. Securities and Exchange Commission (SEC), or in other written or oral statements made or to be made by us, other than statements of historical fact, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “predict,” “strategy,” “expect,” “intend,” “plan,” “aim,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.

Important factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, the following risks and uncertainties:

• changes in general economic conditions;

• fluctuations in oil, natural gas and natural gas liquid (NGL) prices;

• the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within areas of acreage dedicated on and within the proximity of our assets;

• failure or delays by our customers in achieving expected production in their natural gas projects;

• competitive conditions in our industry and their impact on our ability to connect natural gas supplies to our gathering and processing assets or systems;

• actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers;

• our ability to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition;

• changes in the availability and cost of capital;

• operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

• timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact our ability to complete projects within budget and on schedule;

• the effects of existing and future laws and governmental regulations, including environmental and climate change requirements;

• the effects of future litigation;

• risks related to our substantial indebtedness; and

• certain factors discussed elsewhere in this report.

These factors do not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also have material adverse effects on future results. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements, and we cannot assure you that actual results or developments that we anticipate will be realized or, even if substantially realized, will have the expected consequences to, or effect on, us or our business or operations. Also note that we provided additional cautionary discussion of risks and uncertainties under “Risk Factors” in our 2012 Annual Report on Form 10-K, in our other public filings and press releases. Although the expectations in the forward-looking statements are based on our current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this report and in our future periodic reports filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for per unit data)

(Unaudited)

	Three Months Ended
	March 31,
	2013			2012
Operating revenues
Gathering revenues	$	23,996		$	11,837
Gathering revenues—related party		19,907			23,846
Processing revenues		4,048			1,196
Processing revenues—related party		5,682			6,771
Compression revenues		3,926			—
Product sales		14,857			10,083
Total operating revenues		72,416			53,733
Operating expenses
Product purchases		6,748			8,973
Product purchases – related party		6,757			—
Operations and maintenance		13,016			9,711
General and administrative		7,789			6,738
Depreciation, amortization and accretion		17,360			10,646
Total operating expenses		51,670			36,068
Operating income		20,746			17,665
Interest and debt expense		(11,450	)		(7,557	)
Income before income taxes		9,296			10,108
Income tax expense		338			303
Net income	$	8,958		$	9,805
General partner’s interest in net income	$	5,201		$	3,368
Limited partners’ interest in net income	$	3,757		$	6,437
Basic income per unit:
Net income per limited partner unit	$	0.07		$	0.15
Diluted income per unit:
Net income per limited partner unit	$	0.07		$	0.15

See accompanying notes.

4

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(In thousands, except for unit data)

(Unaudited)

	March 31,		December 31,
	2013		2012
ASSETS
Current assets
Cash and cash equivalents	$	35	$	111
Accounts receivable		24,317		21,636
Accounts receivable—related party		23,556		23,755
Insurance receivable		3,014		2,920
Prepaid expenses and other		1,257		1,941
Total current assets		52,179		50,363
Property, plant and equipment, net of accumulated depreciation of $141,517 in 2013 and $130,030 in 2012		950,889		939,846
Intangible assets, net of accumulated amortization of $18,334 in 2013 and $12,814 in 2012		495,860		501,380
Goodwill		95,031		95,031
Deferred financing costs, net		21,473		22,528
Other assets		1,375		1,321
Total assets	$	1,616,807	$	1,610,469
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accrued additions to property, plant and equipment	$	7,626	$	9,213
Capital leases		3,776		3,862
Deferred revenue		2,426		2,634
Accounts payable—related party		3,639		3,088
Accounts payable, accrued expenses and other liabilities		37,687		29,717
Total current liabilities		55,154		48,514
Long-term debt		727,602		685,161
Long-term capital leases		2,314		3,161
Asset retirement obligations		14,222		14,024
Commitments and contingent liabilities (Note 7)
Partners’ capital
Common unitholders (45,740,110 and 41,164,737 units issued and outstanding at March 31, 2013 and December 31, 2012)		527,293		442,348
Class C unitholders (7,349,814 and 7,165,819 units issued and outstanding at March 31, 2013 and December 31, 2012)		160,374		159,908
Class D unitholder (6,190,469 units issued and outstanding at March 31, 2013)		126,678		—
General partner (1,112,674 and 979,614 units issued and outstanding at March 31, 2013 and December 31, 2012)		3,170		257,353
Total partners’ capital		817,515		859,609
Total liabilities and partners’ capital	$	1,616,807	$	1,610,469

See accompanying notes.

5

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2013			2012
Cash flows from operating activities
Net income	$	8,958		$	9,805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		17,360			10,646
Equity-based compensation		597			493
Other non-cash income items		1,142			1,302
Changes in assets and liabilities:
Accounts receivable		(2,681	)		(2,111	)
Accounts receivable—related party		199			4,092
Insurance receivable		(94	)		—
Prepaid expenses and other assets		630			715
Accounts payable—related party		551			456
Accounts payable, accrued expenses and other liabilities		7,372			(3,245	)
Net cash provided by operating activities		34,034			22,153
Cash flows from investing activities
Capital expenditures		(24,273	)		(12,889	)
Acquisitions, net of cash acquired		—			(376,805	)
Net cash used in investing activities		(24,273	)		(389,694	)
Cash flows from financing activities
Proceeds from credit facilities		199,500			192,000
Repayments of credit facilities		(157,000	)		(141,250	)
Payments on capital leases		(1,005	)		(666	)
Deferred financing costs paid		(82	)		(6,314	)
Proceeds from issuance of common units, net		103,500			103,050
Contributions from partners		—			243,750
Distribution to General Partner for additional interest in CMM		(129,000	)		—
Distributions to partners		(25,096	)		(20,729	)
Taxes paid for equity-based compensation vesting		(654	)		(402	)
Net cash provided by (used in) financing activities		(9,837	)		369,439
Change in cash and cash equivalents		(76	)		1,898
Cash and cash equivalents at beginning of period		111			797
Cash and cash equivalents at end of period	$	35		$	2,695

See accompanying notes.

6

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)

	Limited Partners
	Common			Class C Unitholders		Class D Unitholder		General Partner			Total
Partners’ capital as of December 31, 2012	$	442,348		$	159,908	$	—	$	257,353		$	859,609
Issuance of units, net of offering costs		103,101			—		—		—			103,101
Issuance of units		—			—		126,286		(126,286	)		—
Net income		2,899			466		392		5,201			8,958
Equity-based compensation		597			—		—		—			597
Taxes paid for equity-based compensation vesting		(654	)		—		—		—			(654	)
Distributions to partners		(20,998	)		—		—		(4,098	)		(25,096	)
Distribution to General Partner for additional interest in CMM		—			—		—		(129,000	)		(129,000	)
Partners’ capital as of March 31, 2013	$	527,293		$	160,374	$	126,678	$	3,170		$	817,515
	Limited Partners
	Common			Class C Unitholders		Class D Unitholder		General Partner			Total
Partners’ capital as of December 31, 2011	$	286,945		$	157,386	$	—	$	11,292		$	455,623
Issuance of units, net of offering costs		103,050			—		—		—			103,050
Contributions from partners		—			—		—		243,750			243,750
Net income		5,437			1,000				3,368			9,805
Equity-based compensation		493			—		—		—			493
Taxes paid for equity-based compensation vesting		(402	)		—		—		—			(402	)
Distributions to partners		(17,903	)		—		—		(2,826	)		(20,729	)
Partners’ capital as of March 31, 2012	$	377,620		$	158,386	$	—	$	255,584		$	791,590

See accompanying notes.

7

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Crestwood Midstream Partners LP (CMLP) is a publicly traded Delaware limited partnership formed for the purpose of acquiring and operating midstream assets. Crestwood Gas Services GP LLC, our general partner (General Partner), is owned by Crestwood Holdings Partners LLC and its affiliates (Crestwood Holdings). Our common units are listed on the New York Stock Exchange (NYSE) under the symbol “CMLP.”

Organizational Structure

The following chart depicts our ownership structure as of March 31, 2013:

8

Our general partner and limited partner ownership interests as of March 31, 2013 is as follows:

	Crestwood
	Holdings			Public			Total
General partner interest		1.8	%		—			1.8	%
Limited partner interests:
Common unitholders		32.4	%		43.4	%		75.8	%
Class C unitholders		0.2	%		12.0	%		12.2	%
Class D unitholder		10.2	%		—			10.2	%
Total		44.6	%		55.4	%		100.0	%

See Note 4. Net Income Per Limited Partner Unit and Distributions for additional information concerning ownership interests.

Description of Business

We are a growth-oriented midstream master limited partnership which owns and operates predominately fee-based gathering, processing, treating and compression assets servicing producers in the Marcellus Shale in northern West Virginia, the Barnett Shale in north Texas, the Fayetteville Shale in northwestern Arkansas, the Granite Wash in the Texas Panhandle, the Avalon Shale/Bone Spring in southeastern New Mexico and the Haynesville/Bossier Shale in western Louisiana.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We prepared this Quarterly Report on Form 10-Q under the rules and regulations of the SEC and in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim consolidated financial statements. Accordingly, they do not include all of the disclosures required by GAAP.

On March 26, 2012, Crestwood Holdings contributed approximately $244 million for a 65% membership interest in Crestwood Marcellus Midstream LLC (CMM) and we contributed approximately $131 million for a 35% membership interest in CMM. On January 8, 2013, we acquired Crestwood Holdings’ 65% membership interest in CMM and as a result, we now own 100% of CMM and have the ability to control the operating and financial decisions of CMM. We accounted for this transaction as a reorganization of entities under common control and the accounting standards related to such transactions require us to retroactively adjust our historical results. Accordingly, the consolidated balance sheets reflect the historical carrying value of CMM’s assets and liabilities. Earnings related to the recast of our historical results due to the acquisition of the 65% membership interest in CMM were allocated to the General Partner. As a result, there was no impact to our basic or diluted earnings per limited partner unit. We funded the purchase price for the 65% membership interest in CMM of approximately $258 million through $129 million of borrowings under our CMLP credit facility, the issuance of 6,190,469 Class D units, representing limited partner interests in us to Crestwood Holdings, and the issuance of 133,060 general partner units to our General Partner. For accounting purposes, because of the consolidation of CMM, we reflected the $129 million cash paid to acquire the 65% interest in CMM and the issuance of Class D units as a reduction of our General Partner’s capital.

You should read this Quarterly Report on Form 10-Q along with our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, and our 8-K filed with the SEC on March 18, 2013. The financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 are unaudited. The consolidated balance sheet as of December 31, 2012, was derived from the audited balance sheet filed in our Form 8-K filed with the SEC on March 18, 2013. In management’s opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Information for interim periods may not be indicative of our operating results for the entire year. Our disclosures in this Form 10-Q are an update to those provided in our 2012 Annual Report on Form 10-K and our 8-K filed with the SEC on March 18, 2013.

9

Significant Accounting Policies

There were no changes in the significant accounting policies described in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, except as noted below.

Revenues

Our revenues are generated from the gathering, compression and processing of natural gas from producers predominately under fee-based contracts. Our gathering revenues relate to contracts pursuant to which we both transport and compress natural gas based on the volumes that flow through our systems and are not directly dependent on commodity prices. Compression revenues relate to contracts under which we solely provide compression services or contracts under which we charge a compression services fee that is separate from other services provided under the contracts. For the three months ended March 31, 2013, our compression revenues were entirely comprised of services provided under contracts obtained in the E. Marcellus Asset Company, LLC (EMAC) acquisition (See Note 3). Under our processing contracts, raw natural gas is gathered, processed and sold at published index prices. Producers are paid based on an agreed percentage of the residue gas and NGLs multiplied by index prices or the actual sale prices.

3. ACQUISITIONS

2012 Acquisitions

Antero Acquisition

On February 27, 2012, we announced the execution, through CMM, of an Asset Purchase Agreement related to the acquisition of gathering assets owned by Antero Resources Appalachian Corporation (Antero) in the Marcellus Shale located in Harrison and Doddridge Counties, West Virginia (Antero Acquisition), and, at closing, the planned execution of a 20 year, fixed-fee, Gas Gathering and Compression Agreement (GGA) with Antero. On March 26, 2012, CMM completed the Antero Acquisition for approximately $380 million. The assets acquired by CMM consisted of a 33 mile low pressure gathering system at the time of acquisition. The gathering pipelines deliver Antero’s Marcellus Shale production to various regional pipeline systems including Columbia, Dominion, Equitrans and Mark West Energy Partners’ Sherwood Gas Processing Plant.

The GGA with Antero provided for an area of dedication at the time of acquisition of approximately 127,000 gross acres, or 104,000 net acres, largely located in the rich gas corridor of the southwestern core of the Marcellus Shale play. As part of the GGA, Antero committed to deliver minimum annual throughput volumes to us for a seven year period from January 1, 2012 to January 1, 2019, ranging from an average of 300 million cubic feet per day (MMcf/d) in 2012 to an average of 450 MMcf/d in 2018. During the period ended December 31, 2012, Antero delivered less than the minimum annual throughput volumes and at December 31, 2012, we recorded a receivable and deferred revenue of approximately $2.6 million due to Antero’s potential ability to recover this amount if Antero’s 2013 throughput volumes exceed the minimum annual throughput volumes included in the GGA for 2013.

The final purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	381,718
Total purchase price	$	381,718
Purchase price allocation:
Property, plant and equipment	$	90,562
Intangible assets		291,218
Total assets	$	381,780
Asset retirement obligation	$	62
Total liabilities	$	62
Total	$	381,718

Our intangible assets recorded as a result of the Antero Acquisition relate to the GGA with Antero. These intangible assets will be amortized over the life of the contract. For the period from the acquisition date (March 26, 2012) to March 31, 2012, we did not record operating income related to the operations of the assets acquired from Antero.

10

Devon Acquisition

On August 24, 2012, we completed the acquisition of certain gathering and processing assets in the NGL rich gas region of the Barnett Shale from Devon Energy Corporation (Devon) for approximately $87 million (Devon Acquisition). The final purchase price allocation is pending the completion of the valuation of the assets acquired and liabilities assumed.

The preliminary purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	87,247
Total purchase price	$	87,247
Preliminary purchase price allocation:
Property, plant and equipment	$	41,555
Intangible assets		46,959
Total assets	$	88,514
Asset retirement obligation	$	540
Property tax liability		527
Environmental liability		200
Total liabilities	$	1,267
Total	$	87,247

Our intangible assets recorded as a result of the Devon Acquisition relate to the 20 year fixed-fee gathering, processing and compression agreement with Devon. These intangible assets will be amortized over the life of the contract.

We believe that it is impracticable to present financial information for the acquired assets prior to the acquisition date due to the lack of availability of historical financial information related to the acquired assets, and because the 20 year fixed-fee gathering, processing and compression agreement with Devon has significantly different terms than the historical intercompany relationships between the acquired assets and Devon.

EMAC Acquisition

On December 28, 2012, CMM acquired all of the membership interest of EMAC from Enerven Compression, LLC (Enerven) for approximately $95 million. We financed this acquisition through our CMM credit facility. EMAC’s assets consist of four compression and dehydration stations located on our gathering systems in Harrison County, West Virginia. These assets will provide compression and dehydration services to Antero under a compression services agreement through 2018. Antero has the option to renew the agreement for an additional five years upon expiration of the original agreement. The final purchase price allocation is pending the completion of the valuation of the assets acquired and liabilities assumed. The preliminary purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	95,000
Total purchase price	$	95,000
Preliminary purchase price allocation:
Property, plant and equipment	$	45,938
Intangible assets		49,817
Total assets	$	95,755
Asset retirement obligation	$	755
Total liabilities	$	755
Total	$	95,000

11

Our intangible assets recorded as a result of the EMAC acquisition relate to the compression services agreements with Antero. These intangible assets will be amortized over the life of the contract. Pro forma information has not been provided for the acquisition of the EMAC assets as the impact is immaterial to our financial statements.

4. NET INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS

Earnings Per Limited Partner Unit. Our net income is allocated to the General Partner and the limited partners, in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the General Partner. To the extent cash distributions exceed net income, the excess distributions are allocated proportionately to all participating units outstanding based on their respective ownership percentages. Basic earnings per unit are computed by dividing net income attributable to limited partner unitholders by the weighted-average number of limited partner units outstanding during each period. Diluted earnings per unit are computed using the treasury stock method, which considers the impact to net income and limited partner units from the potential issuance of limited partner units.

The tables below show the (i) allocation of net income attributable to limited partners and the (ii) net income per limited partner unit based on the number of basic and diluted limited partner units outstanding for the three months ended March 31, 2013 and 2012.

Allocation of Net Income to General Partner and Limited Partners

	Three Months Ended
	March 31,
	2013			2012
Net income	$	8,958		$	9,805
General Partner’s incentive distributions		(5,036	)		(3,255	)
Net income after incentive distributions		3,922			6,550
General Partner’s interest in net income after incentive distributions		(165	)		(113	)
Limited Partners’ interest in net income after distributions	$	3,757		$	6,437

Net Income Per Limited Partner Unit

	Three Months Ended
	March 31,
	2013		2012
Limited partners’ interest in net income	$	3,757	$	6,437
Weighted-average limited partner units—basic (1)		54,766		42,694
Effect of unvested phantom units		276		183
Weighted-average limited partner units—diluted (1)		55,042		42,877
Basic earnings per unit:
Net income per limited partner	$	0.07	$	0.15
Diluted earnings per unit:
Net income per limited partner	$	0.07	$	0.15

⁽¹⁾  Includes 12,902,110 Class C and Class D units for the three months ended March 31, 2013 and 6,716,730 Class C units for the three months ended March 31, 2012.

There were no units excluded from our diluted earnings per unit as we do not have any anti-dilutive units for the three months ended March 31, 2013 and 2012.

Distributions. Our Second Amended and Restated Agreement of Limited Partnership, dated February 19, 2008, as amended (Partnership Agreement), requires that, within 45 days after the end of each quarter, we distribute all of our Available Cash (as defined therein) to unitholders of record on the applicable record date, as determined by our General Partner.

12

The following table presents distributions for 2013 and 2012 (In millions, except per unit data):

				Distribution Paid
				Limited Partner						General Partner
Payment Date	Attributable to the Quarter Ended	Per Unit Distribution		Cash paid to common		Paid-In-Kind Value to Class C unitholders		Paid-In-Kind Value to Class D unitholder		Cash paid to General Partner and IDR		Paid-In-Kind Value to Class C unitholder		Paid-In-Kind Value to Class D unitholder		Total Cash		Total Distribution
2013
May 10, 2013	March 31, 2013	$	0.51	$	27.4	$	—	$	3.2	$	5.2	$	—	$	0.5	$	32.6	$	36.3
February 12, 2013	December 31, 2012	$	0.51	$	21.0	$	3.7		—	$	4.1	$	0.6		—	$	25.1	$	29.4
2012
November 9, 2012	September 30, 2012	$	0.51	$	21.0	$	3.5		—	$	4.1	$	0.6		—	$	25.1	$	29.2
August 10, 2012	June 30, 2012	$	0.50	$	20.6	$	3.4		—	$	3.7	$	0.5		—	$	24.3	$	28.2
May 11, 2012	March 31, 2012	$	0.50	$	18.2	$	3.4		—	$	3.3	$	0.5		—	$	21.5	$	25.4
February 10, 2012	December 31, 2011	$	0.49	$	17.9	$	3.2		—	$	2.8	$	0.5		—	$	20.7	$	24.4

Our Class C and Class D units are substantially similar in all respects to our existing common units, representing limited partner interests, except that we have the option to pay distributions to our Class C and Class D unitholders with cash or by issuing additional Paid-In-Kind Class C or Class D units, respectively, based upon the volume weighted-average price of our common units for the 10 trading days immediately preceding the date the distribution is declared. We issued 136,128 additional Class C units in lieu of paying cash quarterly distributions on our Class C units attributable to the quarter ended March 31, 2012. On April 1, 2013, our outstanding Class C units converted to common units on a one-for-one basis. The unitholders of the converted units will receive a quarterly cash distribution for the period ended March 31, 2013 although the Class C units were not converted until April 1, 2013.

On March 22, 2013, we completed a public offering of 4,500,000 common units, representing limited partner interests in us, at a price of $23.90 per common unit ($23.00 per common unit, net of underwriting discounts) providing net proceeds of approximately $103.5 million. We granted the underwriters a 30-day option to purchase up to 675,000 additional common units if the underwriters sold more than 4,500,000 common units in the offering. The underwriters exercised this option on April 5, 2013 providing net proceeds of approximately $15.5 million. The unitholders of these common units will receive a quarterly distribution for the period ended March 31, 2013.

See our 2012 Annual Report on Form 10-K for additional information regarding our distributions.

5. FINANCIAL INSTRUMENTS

Fair Values

We separate the fair values of our financial instruments into three levels (Levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Our assessment and classification of an instrument within a level can change over time based on the maturity or liquidity of the instrument and would be reflected at the end of the period in which the change occurs. At March 31, 2013 and December 31, 2012, there have been no changes to the inputs and valuation techniques used to measure fair value, the types of instruments, or the levels in which they are classified.

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable. As of March 31, 2013 and December 31, 2012, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent fair value based on the short-term nature of these instruments.

Credit Facilities. The fair value of our credit facilities approximates their carrying amounts as of March 31, 2013 and December 31, 2012 due primarily to the variable nature of the interest rate of the instrument, which is considered a Level 2 fair value measurement.

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Senior Notes. We estimated the fair value of our 7.75% Senior Notes due April 2019 (Senior Notes) (representing a Level 2 fair value measurement) primarily based on quoted market prices for the same or similar issuances. The following table reflects the carrying value and fair value of our Senior Notes (In millions):

	March 31, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	351	$	362	$	351	$	365

Debt

Our long-term debt consists of the following (In thousands):

	March 31, 2013		December 31, 2012
CMM Credit Facility, due March 2017	$	83,000	$	127,000
CMLP Credit Facility, due November 2017		293,200		206,700
Senior Notes, due April 2019		350,000		350,000
		726,200		683,700
Plus: Unamortized premium on Senior Notes		1,402		1,461
Total long-term debt	$	727,602	$	685,161

Credit Facilities

CMM Credit Facility. The CMM credit agreement, dated March 26, 2012 (CMM Credit Facility) allows for revolving loans, letters of credit and swingline loans in an aggregate principal amount of up to $200 million. The CMM Credit Facility is secured by substantially all of CMM’s assets.

Borrowings under the CMM Credit Facility bear interest the London Interbank Offered Rate (LIBOR) plus an applicable margin or base rate as defined in the CMM Credit Facility. Under the terms of the CMM Credit Facility, the applicable margin under LIBOR was 2.3% and 2.5% at March 31, 2013 and December 31, 2012. The weighted-average interest rate as of March 31, 2013 and December 31, 2012 was 2.8%. Based on our results through March 31, 2013, our remaining available capacity under the CMM Credit Facility was $113 million. For the three months ended March 31, 2013, our average and maximum outstanding borrowings were approximately $123 million and $130 million.

The CMM Credit Facility requires CMM to maintain:

• a ratio of trailing 12-month EBITDA (as defined in the CMM Credit Facility) to net interest expense of not less than 2.0 to 1.0; and

• a ratio of total indebtedness to trailing 12-month EBITDA (as defined in the CMM Credit Facility) of not more than 4.5 to 1.0, or not more than 5.0 to 1.0 for up to nine months following certain acquisitions.

CMLP Credit Facility. Our amended and restated senior secured credit agreement, dated November 16, 2012 (CMLP Credit Facility), allows for revolving loans, letters of credit and swingline loans in an aggregate amount of up to $550 million. The CMLP Credit Facility is secured by substantially all of CMLP’s assets and those of certain of its subsidiaries. As of March 31, 2013, the CMLP Credit Facility is guaranteed by our 100% owned subsidiaries except for CMM and its consolidated subsidiaries.

Borrowings under the CMLP Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the CMLP Credit Facility. Under the terms of the CMLP Credit Facility, the applicable margin under LIBOR borrowings was 2.5% at March 31, 2013 and December 31, 2012. The weighted-average interest rate as of March 31, 2013 and December 31, 2012 was 2.8%. Based on our results through March 31, 2013, our remaining available capacity under the CMLP Credit Facility was $179 million. For the three months ended March 31, 2013, our average and maximum outstanding borrowings were $336 million and $373 million.

Our CMLP Credit Facility requires us to maintain:

• a ratio of our consolidated trailing 12-month EBITDA (as defined in the CMLP Credit Facility) to our net interest expense of not less than 2.5 to 1.0; and

• a ratio of total indebtedness to consolidated trailing 12-month EBITDA (as defined in the CMLP Credit Facility) of not more than 5.0 to 1.0, or not more than 5.5 to 1.0 for up to nine months following certain acquisitions.

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As of March 31, 2013, we were in compliance with the financial covenants under each of the CMM and CMLP Credit Facilities.

Our credit facilities contain restrictive covenants that prohibit the declaration or payment of distributions by us if a default then exists or would result therefrom, and otherwise limits the amount of distributions that we can make. An event of default may result in the acceleration of our repayment of outstanding borrowings under our credit facilities, the termination of our credit facilities and foreclosure on collateral.

Senior Notes

In November 2012, we issued an additional $150 million aggregate principal amount of 7.75% Senior Notes in a private placement offering. These notes were issued as additional notes under the indenture dated April 1, 2011 among us, Crestwood Midstream Finance Corporation, the guarantors names therein, and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which we previously issued our $200 million aggregate principal amount of 7.75% Senior Notes in April 2011. On March 28, 2013, we filed a registration statement on Form S-4 with the SEC related to these notes. Our Senior Notes require us to maintain a ratio of our consolidated trailing 12-month EBITDA (as defined in the indenture governing the Senior Notes) to fixed charges of at least 1.75 to 1.0. As of March 31, 2013, we were in compliance with this covenant. For additional information regarding our Senior Notes, see our 2012 Annual Report on Form 10-K.

6. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITES

Accounts payable, accrued expenses and other liabilities consist of the following (In thousands):

	March 31, 2013		December 31, 2012
Accrued expenses	$	5,952	$	9,608
Accrued property taxes		2,789		5,638
Accrued product purchases payable		2,405		2,450
Tax payable		2,480		2,159
Interest payable		14,336		7,505
Accounts payable		9,715		2,278
Other		10		79
Total accounts payable, accrued expenses and other liabilities	$	37,687	$	29,717

7. COMMITMENTS AND CONTINGENT LIABILITIES

Legal Proceedings

From time to time, we are party to certain legal or administrative proceedings that arise in the ordinary course and are incidental to our business. There are currently no such pending proceedings to which we are a party that our management believes will have a material adverse effect on our results of operations, cash flows or financial condition. However, future events or circumstances, currently unknown to management, will determine whether the resolution of any litigation or claims will ultimately have a material effect on our results of operations, cash flows or financial condition in any future reporting periods. As of March 31, 2013, we had no amounts accrued for our legal proceedings. At December 31, 2012, we had less than $0.1 million accrued for our legal proceedings.

Regulatory Compliance

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

Environmental Compliance

Our operations are subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. We are subject to laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities

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must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures. At March 31, 2013 and December 31, 2012, we had accrued approximately $0.2 million for environmental matters, which is based on our undiscounted estimate of amounts we will spend on environmental compliance and remediation. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures could range from approximately $0.2 million to $0.3 million.

8. INCOME TAXES

No provision for federal or state income taxes is included in our results of operations as such income is taxable directly to the partners. Accordingly, each partner is responsible for its share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

We are subject to Texas Margin tax and our current tax liability will be assessed based on 0.7% of the gross revenue apportioned to Texas. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax. See our 2012 Annual Report on Form 10-K for more information about our income taxes.

9. EQUITY PLAN

Awards of phantom and restricted units have been granted under our Fourth Amended and Restated 2007 Equity Plan (2007 Equity Plan). The following table summarizes information regarding phantom and restricted unit activity during the three months ended March 31, 2013:

	Payable In Cash					Payable In Units
	Units			Weighted- Average Grant Date Fair Value		Units			Weighted- Average Grant Date Fair Value
Unvested—January 1, 2013		8,312		$	26.45		221,992		$	28.35
Vested—phantom units		—			—		(70,229	)	$	28.74
Vested—restricted units		—			—		(4,681	)	$	29.20
Granted—phantom units		—			—		161,807		$	24.33
Granted—restricted units		—			—		25,900		$	24.80
Canceled—phantom units		(156	)	$	24.14		(4,897	)	$	30.16
Unvested—March 31, 2013		8,156		$	26.49		329,892		$	25.98

As of March 31, 2013 and December 31, 2012, we had total unamortized compensation expense of approximately $6 million and $3 million related to phantom and restricted units, which we expect will be amortized over three years (the original vesting period of these instruments), except for grants to non-employee directors of our General Partner which vest over one year. We recognized compensation expense of approximately $0.6 million and $0.5 million during the three months ended March 31, 2013 and 2012, included in operating expenses on our consolidated statements of income. We granted phantom and restricted units with a grant date fair value of approximately $5 million during the three months ended March 31, 2013. As of March 31, 2013, we had 343,737 units available for issuance under the 2007 Equity Plan.

Under the 2007 Equity Plan, participants who have been granted restricted units may elect to have us withhold common units to satisfy minimum statutory tax withholding obligations arising in connection with the vesting of non-vested common units. Any such common units withheld are returned to the 2007 Equity Plan on the applicable vesting dates, which correspond to the times at which income is recognized by the employee. When we withhold these common units, we are required to remit to the appropriate taxing authorities the fair value of the units withheld as of the vesting date. The number of units withheld is determined based on the closing price per common unit as reported on the NYSE on such dates. During the three months ended March 31, 2013 and 2012, we withheld 1,529 common units and 414 common units to satisfy employee tax withholding obligations. The withholding of common units by us could be deemed a purchase of the common units.

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10. TRANSACTIONS WITH RELATED PARTIES

We enter into transactions with our affiliates within the ordinary course of business. For a further discussion of our affiliated transactions, see our 2012 Annual Report on Form 10-K. The following table shows revenues and expenses from our affiliates for the three months ended March 31, 2013 and 2012. Reimbursements from our affiliates were less than $1 million for the three months ended March 31, 2013 and 2012.

	2013		2012
	(In millions)
Operating revenues	$	26	$	31
Operating expenses		13		5

11. PARTNERS’ CAPITAL

On March 22, 2013, we completed a public offering of 4,500,000 common units, representing limited partner interests in us at a price of $23.90 per common unit ($23.00 per common unit, net of underwriting discounts) providing net proceeds of approximately $103.5 million. We granted the underwriters a 30 day option to purchase up to 675,000 additional common units if the underwriters sold more than 4,500,000 common units in the offering. The underwriters exercised this option on April 5, 2013, providing net proceeds of approximately $15.5 million. The net proceeds from these transactions were used to reduce indebtedness under each of the CMM and CMLP Credit Facilities. In connection with the issuance of the common units, our General Partner did not make an additional capital contribution to us resulting in a reduction in their general partner interest in us to approximately 1.8% at March 31, 2013.

12. SEGMENT INFORMATION

We conduct our operations in the midstream sector with eight operating segments, four of which are reportable segments. These operating segments reflect the way we internally report the financial information used to make decisions and allocate resources in connection with our operations. We evaluate the performance of our operating segments based on EBITDA, which represents operating income plus depreciation, amortization and accretion expense and income tax expense.

Our reportable segments reflect the primary geographic areas in which we operate and consist of Marcellus, Barnett, Fayetteville and Granite Wash, all of which are located within the United States. Our reportable segments are engaged in the gathering, processing, treating, compression, transportation and sales of natural gas and delivery of NGLs. Our Other operating segment consists of those operating segments or reporting units that did not meet quantitative reporting thresholds.

For the three months ended March 31, 2013 and 2012, one of our customers in the Barnett segment, which is a related party, accounted for approximately 35% and 57% of our total revenues in the Barnett segment. In our Marcellus segment, one customer accounted for approximately 20% of our revenues for the three months ended March 31, 2013. In addition, in our Fayetteville segment, one customer accounted for approximately 10% of our total revenues for the three months ended March 31, 2012.

The following table is a reconciliation of net income to EBITDA (In thousands):

	Three Months Ended March,
	2013		2012
Net income	$	8,958	$	9,805
Add:
Interest and debt expense		11,450		7,557
Income tax expense		338		303
Depreciation, amortization and accretion expense		17,360		10,646
EBITDA	$	38,106	$	28,311

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The following tables summarize the reportable segment data for the three months ended March 31, 2013 and 2012 (In thousands):

	Three Months Ended March 31, 2013
	Marcellus		Barnett		Fayetteville		Granite Wash		Other		Corporate			Total
Operating revenues	$	14,274	$	9,396	$	7,253	$	13,414	$	2,490	$	—		$	46,827
Operating revenues—related party		—		25,154		—		435		—		—			25,589
Product purchases		—		255		293		5,450		750		—			6,748
Product purchases—related party		—		—		—		6,757		—		—			6,757
Operations and maintenance expense		2,397		7,255		2,134		608		622		—			13,016
General and administrative expense		—		—		—		—		—		7,789			7,789
EBITDA	$	11,877	$	27,040	$	4,826	$	1,034	$	1,118	$	(7,789	)	$	38,106
Goodwill	$	—	$	—	$	76,767	$	14,211	$	4,053	$	—		$	95,031
Total assets	$	513,787	$	614,290	$	299,784	$	80,880	$	84,572	$	23,494		$	1,616,807
Capital expenditures	$	12,025	$	5,559	$	956	$	919	$	4,473	$	341		$	24,273
	Three Months Ended March 31, 2012
	Marcellus		Barnett		Fayetteville		Granite Wash		Other		Corporate			Total
Operating revenues	$	—	$	3,327	$	6,864	$	9,597	$	3,328	$	—		$	23,116
Operating revenues—related party		—		30,617		—		—		—		—			30,617
Product purchases		—		—		83		8,300		590		—			8,973
Operations and maintenance expense		—		6,131		2,313		517		750		—			9,711
General and administrative expense		—		—		—		—		—		6,738			6,738
EBITDA	$	—	$	27,813	$	4,468	$	780	$	1,988	$	(6,738	)	$	28,311
Goodwill	$	—	$	—	$	76,767	$	16,861	$	—	$	—		$	93,628
Total assets	$	415,774	$	539,073	$	307,765	$	77,960	$	83,009	$	17,282		$	1,440,863
Capital expenditures	$	—	$	1,866	$	8,146	$	1,288	$	1,447	$	142		$	12,889

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13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The CMLP Credit Facility and our Senior Notes are fully and unconditionally guaranteed, jointly and severally, by CMLP’s present and future direct and indirect 100% owned subsidiaries (the Guarantor Subsidiaries), except for CMM and its consolidated subsidiaries (the Non-Guarantor Subsidiaries). CMLP (Issuer) issued the Senior Notes together with Crestwood Midstream Finance Corporation (Co-Issuer). The Co-Issuer is our 100% owned subsidiary and has no material assets, operations, revenues or cash flows other than those related to its service as co-issuer of our Senior Notes. Accordingly, it has no ability to service obligations on our debt securities.

The following reflects condensed consolidating financial information of the Issuer, Co-Issuer, Guarantor Subsidiaries, Non-Guarantor Subsidiaries, eliminating entries to combine the entities and our consolidated results as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012.

	For the Three Months Ended March 31, 2013
	Issuer			Co-Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Operating revenues	$	—		$	—	$	58,142		$	14,274		$	—		$	72,416
Operating expenses		192			—		43,106			8,372			—			51,670
Operating income (loss)		(192	)		—		15,036			5,902			—			20,746
Interest and debt expense		(10,105	)		—		(72	)		(1,273	)		—			(11,450	)
Income (loss) before income tax		(10,297	)		—		14,964			4,629			—			9,296
Income tax expense		—			—		338			—			—			338
Income (loss) before earnings from consolidated subsidiaries		(10,297	)		—		14,626			4,629			—			8,958
Earnings (loss) from consolidated subsidiaries		19,255			—		—			—			(19,255	)		—
Net income (loss)		8,958			—		14,626			4,629			(19,255	)		8,958
General partner’s interest in net income		5,201			—		—			—			—			5,201
Limited partner’s interest in net income (loss)	$	3,757		$	—	$	14,626		$	4,629		$	(19,255	)	$	3,757
	For the Three Months Ended March 31, 2012
	Issuer			Co-Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Operating revenues	$	—		$	—	$	53,733		$	—		$	—		$	53,733
Operating expenses		39			—		36,029			—			—			36,068
Operating income (loss)		(39	)		—		17,704			—			—			17,665
Interest and debt expense		(7,507	)		—		(50	)		—			—			(7,557	)
Income (loss) before income tax		(7,546	)		—		17,654			—			—			10,108
Income tax expense		—			—		303			—			—			303
Income (loss) before earnings from consolidated subsidiaries		(7,546	)		—		17,351			—			—			9,805
Earnings (loss) from consolidated subsidiaries		17,351			—		—			—			(17,351	)		—
Net income (loss)		9,805			—		17,351			—			(17,351	)		9,805
General partner’s interest in net income		3,368			—		—			—			—			3,368
Limited partner’s interest in net income (loss)	$	6,437		$	—	$	17,351		$	—			(17,351	)	$	6,437

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	As of March 31, 2013
	Issuer		Co-Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	9	$	—	$	—	$	26	$	—		$	35
Accounts receivable		577		—		17,169		6,571		—			24,317
Accounts receivable—related party		434,336		1		21,001		—		(431,782	)		23,556
Insurance receivable		—		—		3,014		—		—			3,014
Prepaid expenses and other		430		—		823		4		—			1,257
Total current assets		435,352		1		42,007		6,601		(431,782	)		52,179
Investment in consolidated affiliates		1,029,572		—		—		—		(1,029,572	)		—
Property, plant and equipment – net		3,292		—		781,358		166,239		—			950,889
Intangible assets – net		—		—		159,975		335,885		—			495,860
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		16,411		—		—		5,062		—			21,473
Other assets		220		—		1,155		—		—			1,375
Total assets	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807
LIABILITIES AND PARTNERS’ CAPITAL/MEMBERS’ EQUITY
Current liabilities
Accrued additions to property, plant and equipment	$	8	$	—	$	2,007	$	5,611	$	—		$	7,626
Capital leases		415		—		3,361		—		—			3,776
Deferred revenue		—		—		—		2,426		—			2,426
Accounts payable—related party		1,344		—		433,963		114		(431,782	)		3,639
Accounts payable, accrued expenses and other liabilities		20,097		—		8,251		9,339		—			37,687
Total current liabilities		21,864		—		447,582		17,490		(431,782	)		55,154
Long-term debt		644,602		—		—		83,000		—			727,602
Long-term capital leases		866		—		1,448		—		—			2,314
Asset retirement obligations		—		—		13,374		848		—			14,222
Partners’/members’ equity		817,515		1		617,122		412,449		(1,029,572	)		817,515
Total liabilities and partners’ capital/members’ equity	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807

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	As of December 31, 2012
	Issuer		Co-Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	21	$	—	$	—	$	90	$	—		$	111
Accounts receivable		608		—		14,515		6,513		—			21,636
Accounts receivable—related party		366,405		1		22,587		—		(365,238	)		23,755
Insurance receivable		—		—		2,920		—		—			2,920
Prepaid expenses and other		584		—		1,357		—		—			1,941
Total current assets		367,618		1		41,379		6,603		(365,238	)		50,363
Investment in consolidated affiliates		1,041,936		—		—		—		(1,041,936	)		—
Property, plant and equipment – net		8,519		—		775,852		155,475		—			939,846
Intangible assets – net		—		—		163,021		338,359		—			501,380
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		17,149		—		—		5,379		—			22,528
Other assets		20		—		1,301		—		—			1,321
Total assets	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469
LIABILITIES AND PARTNERS’ CAPITAL/MEMBERS’ EQUITY
Current liabilities
Accrued additions to property, plant and equipment	$	—	$	—	$	3,829	$	5,384	$	—		$	9,213
Capital leases		429		—		3,433		—		—			3,862
Deferred revenue		—		—		—		2,634		—			2,634
Accounts payable—related party		536		—		367,682		108		(365,238	)		3,088
Accounts payable, accrued expenses and other liabilities		15,547		—		11,876		2,294		—			29,717
Total current liabilities		16,512		—		386,820		10,420		(365,238	)		48,514
Long-term debt		558,161		—		—		127,000		—			685,161
Long-term capital leases		960		—		2,201		—		—			3,161
Asset retirement obligations		—		—		13,188		836		—			14,024
Partners’/members’ equity		859,609		1		674,375		367,560		(1,041,936	)		859,609
Total liabilities and partners’ capital/members’ equity	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469

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	For the Three Months Ended March 31, 2013
	Issuer			Co-Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(5,784	)	$	—	$	33,857		$	15,701		$	(9,740	)	$	34,034
Investing activities:
Capital expenditures		(341	)		—		(11,907	)		(12,025	)		—			(24,273	)
Capital contribution to consolidated affiliate		(50,000	)		—		—			—			50,000			—
Change in advances to affiliates, net		20,398			—		—			—			(20,398	)		—
Net cash provided by (used in) investing activities		(29,943	)		—		(11,907	)		(12,025	)		29,602			(24,273	)
Financing activities:
Proceeds from credit facilities		183,500			—		—			16,000			—			199,500
Repayments of credit facilities		(97,000	)		—		—			(60,000	)		—			(157,000	)
Payments on capital leases		(107	)		—		(898	)		—			—			(1,005	)
Deferred financing costs paid		(82	)		—		—			—			—			(82	)
Proceeds from issuance of common units, net		103,500			—		—			—			—			103,500
Contributions received		—			—		—			50,000			(50,000	)		—
Distributions to General Partner for additional interest in CMM		(129,000	)		—		—			—			—			(129,000	)
Distributions paid		(25,096	)							(9,740	)		9,740			(25,096	)
Change in advances from affiliates, net		—			—		(20,398	)		—			20,398			—
Taxes paid for equity-based compensation vesting		—			—		(654	)		—			—			(654	)
Net cash provided by (used in) financing activities		35,715			—		(21,950	)		(3,740	)		(19,862	)		(9,837	)
Change in cash and cash equivalents		(12	)		—		—			(64	)		—			(76	)
Cash and cash equivalents at beginning of period		21			—		—			90			—			111
Cash and cash equivalents at end of period	$	9		$	—	$	—		$	26		$	—		$	35

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	For the Three Months Ended March 31, 2012
	Issuer			Co-Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(4,434	)	$	—	$	26,587		$	—		$	—		$	22,153
Investing activities:
Acquisitions, net of cash acquired		—			—		—			(376,805	)		—			(376,805	)
Capital expenditures		(142	)		—		(12,747	)		—			—			(12,889	)
Acquisition of interests in CMM		(131,250	)		—		—			—			131,250			—
Change in advances to affiliates, net		12,772			—		—			—			(12,772	)		—
Net cash provided by (used in) investing activities		(118,620	)		—		(12,747	)		(376,805	)		118,478			(389,694	)
Financing activities:
Proceeds from credit facilities		182,000			—		—			10,000			—			192,000
Repayments of credit facilities		(141,250	)		—		—			—			—			(141,250	)
Payments on capital leases		—			—		(666	)		—			—			(666	)
Deferred financing costs paid		—			—		—			(6,314	)		—			(6,314	)
Proceeds from issuance of common units, net		103,050			—		—			—			—			103,050
Contributions received		—			—		—			375,000			(131,250	)		243,750
Distributions paid		(20,729	)		—		—			—			—			(20,729	)
Change in advances from affiliate, net		—			—		(12,772	)		—			12,772			—
Taxes paid for equity-based compensation vesting		—			—		(402	)		—			—			(402	)
Net cash provided by (used in) financing activities		123,071			—		(13,840	)		378,686			(118,478	)		369,439
Change in cash and cash equivalents		17			—		—			1,881			—			1,898
Cash and cash equivalents at beginning of period		797			—		—			—			—			797
Cash and cash equivalents at end of period	$	814		$	—	$	—		$	1,881		$	—		$	2,695

14. SUBSEQUENT EVENT

On May 5, 2013, Crestwood Holdings signed definitive agreements under which it will acquire the general partner of Inergy, L.P. (NRGY) and will then contribute its ownership of our general partner and incentive distribution rights to NRGY in exchange for NRGY common units. Separately, we entered into a definitive merger agreement under which we would be merged with a subsidiary of Inergy Midstream, L.P. (NRGM) in a merger in which our unitholders would receive 1.07 units of NRGM for each unit of CMLP they own. Additionally, under the merger agreement, our unitholders (other than Crestwood Holdings) would receive a one-time approximately $35 million cash payment at closing of the merger transaction, or $1.03 per unit, $25 million of which would be payable by NRGM and approximately $10 million of which would be payable by Crestwood Holdings. The merger of NRGM and CMLP is conditioned upon the closing of Crestwood Holdings’ acquisition of NRGY’s general partner interest, the closing of the contribution of the CMLP general partner and incentive distribution rights to NRGY, the approval of the holders of a majority of the limited partner interests of CMLP and other customary closing conditions.

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

On May 5, 2013, Crestwood Holdings signed definitive agreements under which it will acquire the general partner of Inergy, L.P. (NRGY) and will then contribute its ownership of our general partner and incentive distribution rights to NRGY in exchange for NRGY common units. Separately, we entered into a definitive merger agreement under which we would be merged with a subsidiary of Inergy Midstream, L.P. (NRGM) in a merger in which our unitholders would receive 1.07 units of NRGM for each unit of CMLP they own. Additionally, under the merger agreement, our unitholders (other than Crestwood Holdings) would receive a one-time approximately $35 million cash payment at closing of the merger transaction, or $1.03 per unit, $25 million of which would be payable by NRGM and approximately $10 million of which would be payable by Crestwood Holdings. The merger of NRGM and CMLP is conditioned upon the closing of Crestwood Holdings’ acquisition of NRGY’s general partner interest, the closing of the contribution of the CMLP general partner and incentive distribution rights to NRGY, the approval of the holders of a majority of the limited partner interests of CMLP and other customary closing conditions.

Overview and Performance Metrics

We are a growth-oriented midstream master limited partnership which owns and operates predominately fee-based gathering, processing, treating and compression assets servicing producers in the Marcellus Shale in northern West Virginia, the Barnett Shale in north Texas, the Fayetteville Shale in northwestern Arkansas, the Granite Wash in the Texas Panhandle, the Avalon Shale/Bone Spring in southeastern New Mexico and the Haynesville/Bossier Shale in western Louisiana. We provide midstream services to various producers that focus on developing unconventional resources across the United States. Our largest producer is Quicksilver Resources Inc. (Quicksilver). For the three months ended March 31, 2013 and 2012, services provided to Quicksilver accounted for approximately 35% and 57% of our total revenues.

We conduct all of our operations in the midstream sector in eight operating segments, four of which are reportable. Our operating segments reflect how we manage our operations and are generally reflective of the geographic areas in which we operate. Our reportable segments consist of Marcellus, Barnett, Fayetteville and Granite Wash. Our operating segments are engaged in gathering, processing, treating, compression, transportation and sales of natural gas and delivery of NGLs in the United States.

The results of our operations are significantly influenced by the volumes of natural gas gathered and processed through our systems. We gather, process, treat, compress, transport and sell natural gas pursuant to fixed-fee and percent-of-proceeds contracts. Under our fixed-fee contracts, we do not take title to the natural gas or associated NGLs. For the three months ended March 31, 2013, approximately 98% of our gross margin, which we define as total revenue less product purchases, is derived from fixed-fee service contracts, which minimizes our commodity price exposure and provides us with less volatile operating performance and cash flows. Under our percent-of-proceeds contracts, we take title to the residue gas, NGLs and condensate and remit a portion of the sale proceeds to the producer based on prevailing commodity prices. For the three months ended March 31, 2013, the net revenues from percent-of-proceeds contracts accounted for approximately 2% of our gross margin.

Although we do not have significant direct commodity price exposure, lower natural gas prices could have a potential negative impact on the pace of drilling in dry gas areas – such as areas in the Barnett Shale (gathered by the Alliance and Lake Arlington Systems), the Fayetteville Systems and the Sabine System (part of the Haynesville/Bossier Shale). We operate five systems located in basins that include NGL rich gas shale plays: (i) the Cowtown System in the Barnett Shale; (ii) the Granite Wash System; (iii) the Las Animas Systems in the Avalon Shale; and (iv) two systems in the Marcellus segment. For the three months ended March 31, 2013, our systems located in NGL rich gas basins contributed approximately 70% of our total revenues and 63% of our total gathering volumes. A prolonged decrease in the commodity price environment could result in our customers reducing their production volumes which would result in a decrease in our revenues.

Our management uses a variety of financial and operational measures to analyze our performance. We view these measures as important factors affecting our profitability and unitholder value and therefore we review them monthly for consistency and to identify trends in our operations. These performance measures are outlined below.

Volume — We must continually obtain new supplies of natural gas to maintain or increase throughput volumes on our gathering and processing systems. We routinely monitor producer activity in the areas we serve to identify new supply opportunities. Our ability to achieve these objectives is impacted by:

• the level of successful drilling and production activity in areas where our systems are located;

• our ability to compete with other midstream companies for production volumes; and

• our pursuit of new acquisition opportunities.

Operations and Maintenance Expenses — We consider operations and maintenance expenses in evaluating the performance of our operations. These expenses are comprised primarily of labor, parts and materials, insurance, taxes other than income taxes, repair and maintenance costs, utilities and contract services. Our ability to manage operations and maintenance expenses has a significant impact on our profitability and ability to pay distributions.

EBITDA and Adjusted EBITDA — We believe that EBITDA and Adjusted EBITDA are widely accepted financial indicators of a company’s operational performance and its ability to incur and service debt, fund capital expenditures and make distributions. EBITDA and Adjusted EBITDA are not measures calculated in accordance with accounting principles generally accepted in the United States of America (GAAP), as they do not include deductions for items such as depreciation, amortization and accretion, interest and income taxes, which are necessary to maintain our business. In addition, Adjusted EBITDA considers the impact of certain significant items, such as third party costs incurred related to potential and completed acquisitions and other transactions

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identified in a specific reporting period. EBITDA and Adjusted EBITDA should not be considered an alternative to net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA calculations may vary among entities, so our computation may not be comparable to measures used by other companies.

See our reconciliation of Net Income to EBITDA and Adjusted EBITDA in Results of Operations below.

Current Year Highlights

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

Operational and Industry Highlights

Shale gas production in the United States has grown rapidly in recent years as the natural gas industry has improved drilling and extraction methods while increasing exploration efforts. The United States has a wide distribution of shale formations containing vast resources of natural gas, NGLs and oil. Led by the rapid development of the Barnett Shale in Texas, shale gas activity has expanded into other areas such as the Marcellus, Fayetteville and Haynesville/Bossier shale plays.

Growth through Diversification — Our operating results reflect our ability to diversify our shale play portfolio and increase volumes not only through our base business located in the Barnett Shale, but also through strategic acquisitions in a number of attractive shale plays in the United States. We believe that our experience and market position will allow us to realize significant ongoing growth opportunities by developing new greenfield projects in NGL and oil plays in areas with limited or constrained infrastructure which offer attractive returns on investment and seeking bolt-on acquisitions that provide operating synergies and allow for the development of our business in rich gas infrastructure plays similar to our acquisitions during 2012. Our acquisition strategy includes diversifying and extending our geographic, customer and business profile and developing organic growth opportunities along the midstream value chain.

In December 2012, Crestwood Marcellus Midstream LLC (CMM) completed the acquisition of natural gas compression and dehydration assets from Enerven Compression, LLC (Enerven) for approximately $95 million expanding the value chain and range of services we provide in the high growth Marcellus Shale. The acquisition included four compression stations connected to CMM’s low pressure gathering systems and a five-year minimum term compression services agreement with Antero Resources Appalachian Corporation (Antero) which expires in 2018. In addition, CMM provides compression services to Antero under a 20-year Gas Gathering and Compression Agreement (GGA), which became effective in January 2012. We believe the Enerven assets will provide an excellent opportunity for organic growth as gathering infrastructure in the Marcellus rich gas region continues to be built at a rapid pace.

Our systems gathered 975 MMcf/d during the three months ended March 31, 2013, which is an increase of 59% from 611 MMcf/d gathered during the same period in 2012. During the three months ended March 31, 2013, our Marcellus systems’ compression volumes were 270 MMcf/d. Additionally, our processed volumes were 224 MMcf/d for the three months ended March 31, 2013, an increase of 52% compared to the same period in 2012. The increase in volumes resulted in a 35% increase in our overall revenues for the three months ended March 31, 2013 compared to the same period in 2012.

Distribution Growth — For the three months ended March 31, 2013, we declared a distribution of $0.51 per limited partner unit compared to $0.50 per limited partner unit during the same period in 2012.

Antero Agreements

In March 2013, CMM entered into a seven year agreement with Antero to provide natural gas compression services on developing rich gas acreage in Doddridge County, West Virginia (Compression Services Agreement). The Compression Services Agreement provides for the construction and operation of compressor stations on Antero’s Western Area acreage (Western Area) which is not dedicated to us under our existing GGA which covers the Eastern Area of Dedication (Eastern AOD). We will provide fixed-fee compression services to Antero under the Compression Services Agreement, which provides for minimum fees based on the capacity of the compressor stations constructed under the agreement. The Compression Services Agreement does not impact our seven year right of first offer to acquire midstream infrastructure from Antero in the Western Area and is in addition to the previously announced construction of two compressor stations we are constructing in the Eastern AOD during 2013.

The initial compressor station to be constructed under the Compression Services Agreement will be a two phase project adding approximately 120 MMcf/d of flow capacity at an estimated cost of $35 million. Phase I will add 55 MMcf/d of capacity and is expected to be in service during the third quarter of 2013. Phase II will add 65 MMcf/d and is expected to be in service by the end of 2013. The Compression Services Agreement also provides for the construction of additional compression facilities if agreed to by Antero and CMM in the future. During the first quarter of 2013, Antero and CMM entered into a reimbursement agreement to perform preliminary work on the construction of a second potential compressor station under the Compression Services Agreement.

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Business Development Activities

On April 25, 2013, we entered into an amended binding letter of intent with RKI Exploration and Production, LLC (RKI), an affiliate of our General Partner, to purchase RKI’s 50% interest in a gathering system located in the Powder River Basin Niobrara play. This transaction is subject to the completion of definitive agreements and the approval by our General Partner’s Board of Directors and Conflicts Committee. We expect to close this transaction during the second quarter of 2013. During the three months ended March 31, 2013, we have incurred less than $1 million of costs related to this transaction.

Financing Activities

Equity Offering

On March 22, 2013, we completed a public offering of 4,500,000 common units, representing limited partner interests in us at a price of $23.90 per common unit ($23.00 per common unit, net of underwriting discounts) providing net proceeds of approximately $103.5 million. We granted the underwriters a 30 day option to purchase up to 675,000 additional common units if the underwriters sold more than 4,500,000 common units in the offering. The underwriters exercised this option on April 5, 2013, providing net proceeds of approximately $15.5 million. The net proceeds from these transactions were used to reduce indebtedness under each of the CMM and CMLP Credit Facilities. In connection with the issuance of the common units, our General Partner did not make an additional capital contribution to us resulting in a reduction in their general partner interest in us to approximately 1.8%.

Results of Operations

Three Months Ended March 31, 2013 Compared with Three Months Ended March 31, 2012

The following table summarizes our results of operations (In thousands):

	Three Months Ended March 31,
	2013		2012
Total operating revenues	$	72,416	$	53,733
Product purchases		13,505		8,973
Operations and maintenance expense		13,016		9,711
General and administrative expense		7,789		6,738
Depreciation, amortization and accretion expense		17,360		10,646
Operating income		20,746		17,665
Interest and debt expense		11,450		7,557
Income tax expense		338		303
Net income	$	8,958	$	9,805
Add:
Interest and debt expense		11,450		7,557
Income tax expense		338		303
Depreciation, amortization and accretion expense		17,360		10,646
EBITDA	$	38,106	$	28,311
Expenses associated with significant items		718		51
Adjusted EBITDA	$	38,824	$	28,362

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EBITDA in the table above includes operating results from our Marcellus, Barnett, Fayetteville and Granite Wash segments and other operations, and general and administrative expenses. The following table summarizes the results of our Barnett, Marcellus, Fayetteville and Granite Wash segments and other operations (In thousands):

	For the Three Months Ended March 31, 2013
	Marcellus		Barnett		Fayetteville		Granite Wash		Other		Total
Gathering revenues	$	10,348	$	24,342	$	6,959	$	514	$	1,740	$	43,903
Processing revenues		—		9,728		—		2		—		9,730
Compression revenues		3,926		—		—		—				3,926
Product sales		—		480		294		13,333		750		14,857
Total operating revenues	$	14,274	$	34,550	$	7,253	$	13,849	$	2,490	$	72,416
Product purchases		—		255		293		12,207		750		13,505
Operations and maintenance expense		2,397		7,255		2,134		608		622		13,016
EBITDA	$	11,877	$	27,040	$	4,826	$	1,034	$	1,118
Gathering volumes (in MMcf)		33,909		40,373		7,445		2,035		3,939		87,701
Processing volumes (in MMcf)		—		18,322		—		1,845		—		20,167
Compression volumes (in MMcf)		24,275		—		—		—		—		24,275
	For the Three Months Ended March 31, 2012
	Marcellus		Barnett		Fayetteville		Granite Wash		Other		Total
Gathering revenues	$	—	$	26,060	$	6,766	$	138	$	2,719	$	35,683
Processing revenues		—		7,884		—		83		—		7,967
Product sales		—		—		98		9,376		609		10,083
Total operating revenues	$	—	$	33,944	$	6,864	$	9,597	$	3,328	$	53,733
Product purchases		—		—		83		8,300		590		8,973
Operations and maintenance expense		—		6,131		2,313		517		750		9,711
EBITDA	$	—	$	27,813	$	4,468	$	780	$	1,988
Gathering volumes (in MMcf)		—		40,654		7,535		1,352		6,063		55,604
Processing volumes (in MMcf)		—		12,057		—		1,345		—		13,402

EBITDA and Adjusted EBITDA — EBITDA for the three months ended March 31, 2013 was approximately $38 million, an increase of approximately $10 million compared to same period in 2012. In the same manner, Adjusted EBITDA for the three months ended was approximately $39 million, an increase of approximately $11 million compared to the same period in 2012. Adjusted EBITDA considers expenses for evaluating certain transaction opportunities, which were approximately $0.7 million and less than $0.1 million for the three months ended March 31, 2013 and 2012.

Below is a discussion of the factors that impacted EBITDA by segment for the three months ended March 31, 2013 compared to the same period in 2012. For our Marcellus segment, our discussion compares the three months ended March 31, 2013 to the three months ended December 31, 2012, as there were no material operations for the quarter ended March 31, 2012.

Marcellus:

EBITDA for our Marcellus segment was approximately $12 million for the three months ended March 31, 2013. On March 26, 2012, CMM acquired gathering assets from Antero. The impact of this acquisition was not material to our results of operations for the three months ended March 31, 2012.

Revenues and Volumes — Revenues in our Marcellus segment increased by approximately $4 million during the three months ended March 31, 2013 compared to the three months ended December 31, 2012, primarily due to the increase in compression volumes as a result of CMM’s acquisition of E. Marcellus Asset Company, LLC (EMAC) from Enerven in December 2012 for approximately $95 million. The acquisition of these natural gas compression and dehydration assets will expand the value chain and range of services we provide in the high growth Marcellus Shale. The acquisition included four compression stations connected to CMM’s low pressure gathering systems and a five-year minimum term compression services agreement with Antero which expires in 2018. During the three months ended March 31, 2013, our compression volumes under this agreement were 270 MMcf/d.

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In addition to the increase in compression revenues, for the three months ended March 31, 2013, we gathered 377 MMcf/d in our Marcellus segment compared to 360 MMcf/d for the three months ended December 31, 2012. During the three months ended March 31, 2013, we connected 15 new wells in our Marcellus segment which contributed to the increase in gathering volumes and revenues. Partially offsetting the increase in volumes were lower gathering volumes related to damage at our Tichenal unit which occurred in December 2012. The Tichenal unit was placed in service on March 18, 2013 and is expected to increase our gathering and compression volumes in our Marcellus segment for the remainder of 2013.

Operations and Maintenance Expense — Operations and maintenance expenses in our Marcellus segment increased by approximately $1 million for the three months ended March 31, 2013 when compared to the three months ended December 31, 2012. The increase in operations and maintenance expenses was primarily due to the acquisition of the Enerven assets discussed above.

Barnett:

For the three months ended March 31, 2013, our Barnett segment’s EBITDA was approximately $0.8 million lower than the same period in 2012, primarily due to lower gathering revenues.

Revenues and Volumes — Revenues in our Barnett segment decreased by approximately $0.6 million during the three months ended March 31, 2013 compared to the same period in 2012, primarily due to lower dry gas gathering volumes. The decrease in gathering volumes primarily related to reduced production from Quicksilver’s existing wells. In addition, Quicksilver did not connect any new wells during the three months ended March 31, 2013. Partially offsetting the decline in Quicksilver volumes were three new wells we connected from other producers during the three months ended March 31, 2013.

Also, partially offsetting the decline in gathering revenues and volumes discussed above was an increase in gathering and processing revenues due to the Devon Acquisition, which was completed on August 24, 2012. During the three months ended March 31, 2013, the acquired assets generated approximately $7 million of gathering and processing revenues for our Barnett segment.

Operations and Maintenance Expense — Operations and maintenance expenses in our Barnett segment increased by approximately $1 million for the three months ended March 31, 2013 when compared to the same period in 2012 primarily due to the operation of the West Johnson County system acquired in the Devon Acquisition during August 2012. During the three months ended March 31, 2013, operations and maintenance expenses related to the West Johnson County system were approximately $1 million, which reflects the full synergies of the integration of the system with our Cowtown system completed in December 2012. As a result of the integration, the West Johnson County plant that was acquired in the Devon Acquisition is now available for redeployment or sale.

Fayetteville:

Our Fayetteville segment EBITDA increased approximately $0.4 million during the three months ended March 31, 2013 compared with the same period in 2012, primarily due to higher revenues and volumes.

Revenues and Volumes — During the three months ended March 31, 2013, revenues in our Fayetteville segment increased by approximately $0.4 million compared to the same period in 2012 primarily due to an increase in volumes due to new wells connected during 2012. For the remainder of 2013, BHP Billiton Petroleum plans to connect additional wells to our system which will contribute to an increase in revenues and volumes in our Fayetteville segment.

Operations and Maintenance Expense – Operations and maintenance expenses in our Fayetteville segment for the three months ended March 31, 2013 were relatively flat compared to the same period in 2012.

Granite Wash:

During the three months ended March 31, 2013, our Granite Wash segment’s EBITDA was approximately $0.3 million higher than the same period in 2012 primarily due to higher product sales margin.

Revenues/Margin and Volumes—For the three months ended March 31, 2013, Granite Wash’s EBITDA increased compared to the same period in 2012, due to higher margins earned on our percent-of-proceeds contracts, which primarily resulted from higher NGL and natural gas prices experienced during the three months ended March 31, 2013. In addition, we also experienced higher gathering revenues due to a gathering and processing agreement entered during the third quarter of 2012 with Sabine Oil and Gas LLC and its affiliates, an affiliate of our General Partner.

Operations and Maintenance Expense—For the three months ended March 31, 2013 compared to the same period in 2012, operations and maintenance expenses in our Granite Wash segment were relatively flat compared to the same period in 2012.

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Other:

Our other operations include our assets in the Haynesville/Bossier Shale (Sabine System) and our assets in the Avalon Shale (Las Animas System). For the three months ended March 31, 2013, our other operations’ EBITDA decreased by approximately $1 million compared to the same period in 2012, which primarily relates to the operations of our Sabine System.

Revenues and Volumes—The Sabine System had 36 MMcf/d in gathered volumes for the three months ended March 31, 2013 compared to 58 MMcf/d during the same period in 2012. The decrease in volumes was primarily due to lower volumes transported below the minimum quantity under our gathering contract with a subsidiary of US Infrastructure Holdings, LLC (USI). Although we experienced a decrease in volumes under this contract, our EBITDA was not unfavorably impacted due to the minimum volume commitment under the contract. Our contract with USI expires in May 2013. Our gathering volumes from other producers on our Sabine System was lower for the three months ended March 31, 2013 compared to the same period in 2012, which also contributed to the $1 million decrease in revenues period over period. EBITDA related to our Las Animas System remained relatively unchanged for the three months ended March 31, 2013, compared to the same period in 2012.

Operations and Maintenance Expense — Operations and maintenance expenses remained relatively flat during the three months ended March 31, 2013 compared to the same period in 2012.

Below is a discussion of items impacting our EBITDA that are not allocated to our segments.

General and Administrative Expenses — During the three months ended March 31, 2013, general and administrative expenses increased by approximately $1 million when compared to the same period in 2012. General and administrative expenses include costs related to legal and other consulting services to evaluate certain transaction opportunities and other non-recurring matters. We incurred approximately $0.7 million of these costs during the three months ended March 31, 2013 which was the primary driver for the increase in general and administrative expense compared to March 31, 2012.

Also impacting our general and administrative expenses for the three months ended March 31, 2013 were increases in payroll and related benefit costs, which reflects the increased scope of our business operations compared to the same period in 2012.

Items not affecting EBITDA include the following:

Depreciation, Amortization and Accretion Expense — We have experienced increases in our depreciation, amortization and accretion expense primarily due to assets acquired during 2012. For a further discussion of our asset acquisitions during 2012, see our 2012 Annual Report on Form 10-K.

Interest and Debt Expense — Interest and debt expense increased for the three months ended March 31, 2013 compared to the same period in 2012, primarily due to (i) higher outstanding balances on our credit facilities; and (ii) the issuance of an additional $150 million of 7.75% Senior Notes in November 2012.

The following table provides a summary of interest and debt expense (In thousands):

	Three Months Ended March 31,
	2013			2012
Interest cost:
Credit Facilities	$	6,990		$	3,203
Senior Notes		4,390			4,027
Capital lease interest		72			49
Other debt-related costs		(2	)		369
Total cost		11,450			7,648
Less capitalized interest		—			(91	)
Interest and debt expense	$	11,450		$	7,557

29

Liquidity and Capital Resources

Our sources of liquidity include cash flows generated from operations, available borrowing capacity under each of the CMM and CMLP Credit Facilities, and issuances of additional debt and equity in the capital markets. We believe that our sources of liquidity will be sufficient to fund our short-term working capital requirements, capital expenditures and cash distributions for the remainder of 2012. The amount of distributions to unitholders is determined by the board of directors of our General Partner on a quarterly basis.

We regularly review opportunities for both acquisitions and greenfield growth projects that will enhance our financial performance. Since we distribute most of our available cash to our unitholders, we depend on a combination of borrowings under each of the CMM and CMLP Credit Facilities and debt or equity offerings to finance the majority of our long-term growth capital expenditures or acquisitions.

Management continuously monitors our leverage position and our anticipated capital expenditures relative to our expected cash flows. We continue to evaluate funding alternatives, including additional borrowings and the issuance of debt or equity securities, to secure funds as needed or refinance outstanding debt balances with longer term notes.

Known Trends and Uncertainties Impacting Liquidity

Our financial condition and results of operations, including our liquidity and profitability, can be significantly affected by the following:

• Concentration of Gathering Revenues from Quicksilver: We depend on Quicksilver for a substantial percentage of our current business. For the three months ended March 31, 2013, services to Quicksilver accounted for approximately 35% of our total revenues. In March 2013, Quicksilver announced the sale of approximately 25% of its interest in its Barnett Shale assets to TG Barnett Resources LP, a wholly-owned subsidiary U.S. subsidiary of Tokyo Gas Co., Ltd. Quicksilver will remain the operator of the assets. The risk of revenue fluctuations from Quicksilver in the near term is mitigated by the use of fixed-fee contracts for providing gathering, processing, treating and compression services; however, our revenues may be impacted by volume fluctuations. While our acquisitions reduce the concentration of risk associated with our dependency on one producer and one geographic area, we continue to regularly review opportunities for both acquisitions and greenfield growth projects in other producing basins and with other producers in the future.

• Access to Capital Markets: Our total borrowings under our credit facilities were $376 million as of March 31, 2013 and based on our results through March 31, 2013, our remaining available capacity under the CMLP Credit Facility and CMM Credit Facility was $179 million and $113 million, respectively. While we anticipate that our current available borrowing capacity under our credit facilities is sufficient to fund our planned level of growth capital spending for the remainder of 2013, additional debt and equity offerings may be necessary to fund additional acquisitions or other growth capital projects. During 2013, we have raised approximately $119 million through equity offerings to reduce indebtedness under each of the CMM and CMLP Credit Facilities and for general partnership purposes.

• Natural Gas Prices: Adding new volumes through our gathering systems is dependent on the drilling and completion activities of natural gas producers in our areas of operations. Although investment returns differ between natural gas basins, rich gas and dry gas reservoirs in certain natural gas basins and between various production companies, low natural gas prices may reduce the levels of drilling activity in areas around certain of our assets, particularly those that concentrate on gathering from dry gas reservoirs. We seek to mitigate this risk by diversifying into various geographical production basins with predominately rich gas natural gas reservoirs. We have observed that largely due to superior prices for crude oil and NGLs compared to natural gas, producers are shifting their drilling and development plans to focus on increasing production from rich gas basins or shale plays which offer better drilling economics as compared to production from dry gas basins. We have five systems located in basins that include NGL rich gas shale plays, (i) the Cowtown System; (ii) the Granite Wash System; (iii) the Las Animas Systems in the Avalon Shale; and (iv) two systems in the Marcellus segment. For three months ended March 31, 2013, these rich gas systems accounted for approximately 70% of our total revenues. We will continue to focus on expanding our business activities and opportunities in rich gas basins or rich gas shale plays due to the current trend of increased drilling and producer activities in these areas.

• Regulatory Requirements: Our operations and the operations of our customers are subject to complex and evolving federal, state, local and other laws and regulations. In April 2012, the United States Environmental Protection Agency issued a final rule establishing new emission limitations for certain oil and gas facilities. These rules establish emission standards for gas wells that are hydraulically fractured (or re-fractured). These rules also establish emissions standards for natural gas processing equipment, including compressors, controllers, storage tanks, and gas processing plants. These or other federal or state initiatives relating to hydraulic fracturing or other environmental matters could impact the extent of our operations and/or give rise to or accelerate the need for additional capital projects. In addition, any further changes in laws or regulations, or delays in the issuance of required permits, may further impact the volumes on our systems.

30

• Impact of Inflation and Interest Rates: Although inflation in the United States has been relatively low in recent years, the United States economy may experience a significant inflationary effect in the future. Although inflation would negatively impact the cost of our operations and cash flows through services provided to us, the majority of our gathering and processing agreements allow us to charge increased rates based on indices expected to track such inflationary trends. Interest rates have also remained low in recent years, as compared with historical averages. Should interest rates rise, our financing costs would increase accordingly. In addition, as with other yield-oriented securities, our unit price would also be negatively impacted by higher interest rates. Higher interest rates would increase the costs of issuing debt or equity necessary to finance potential future acquisitions. However, our competitors would face similar circumstances and we expect our cost of capital to remain competitive.

Cash Flows

The following table provides a summary of our cash flows by category (In thousands):

	Three Months Ended March 31,
	2013			2012
Net cash provided by operating activities	$	34,034		$	22,153
Net cash used in investing activities		(24,273	)		(389,694	)
Net cash provided by (used in) financing activities		(9,837	)		369,439

Operating Activities

During the three months ended March 31, 2013, we experienced an increase in our operating cash flows compared to the same period in 2012 primarily due to higher operating revenues as a result of our asset acquisitions during 2012 partially offset by higher operations and maintenances expenses on the acquired assets. In addition, our interest costs increased due to higher outstanding balances on our credit facilities and Senior Notes.

Investing Activities

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

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

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

The following table summarizes our capital expenditures for the three months ended March 31, 2013. We anticipate that our expansion capital expenditures during 2013 will expand our gathering systems through additional pipelines to connect to new wells, purchase additional compression equipment and generally increase the capacity of our systems in each of our operating segments, primarily in the Marcellus segment.

	(In millions)
Expansion capital	$	22,382
Maintenance capital		921
Other(1)		970
Total	$	24,273

⁽¹⁾  Represents capital expenditures that are reimbursable from our insurers.

In January 2013, we acquired Crestwood Holdings’ 65% membership interest in CMM for $258 million, which was funded through $129 million of borrowings under the CMLP Credit Facility and the issuance of approximately $129 million of equity to Crestwood Holdings. We believe this acquisition will increase our potential for long-term organic growth opportunities in the Marcellus Shale region.

31

Financing Activities

Significant items impacting our financing activities during the three months ended March 31, 2013 included the following:

• Net borrowings under our credit facilities of approximately $43 million; and

• $103.5 million in proceeds from the issuance of 4,500,000 common units in March 2013.

During the three months ended March 31, 2013, we paid distributions to our unitholders of approximately $25 million, which increased by $4 million when compared to the same period in 2012. On April 1, 2013, all of the Class C units representing limited partner interests in us automatically converted into common units on a one-for-one basis. Quarterly distributions on these converted units will be paid in cash.

In April 2013, we issued an additional 675,000 common units pursuant to an underwriter’s option to purchase additional units in connection with the March 2013 public offering of 4,500,000 common units, and received net proceeds of approximately $15.5 million, which was used to reduce our indebtedness under each of the CMM and CMLP Credit Facilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are no material changes in our quantitative and qualitative disclosures about market risks from those reported in our 2012 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2013, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and Interim Chief Financial Officer of our General Partner, as to the effectiveness, design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (Exchange Act) Rules 13a-15(e) and 15d-15(e)). This evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in the SEC reports we file or submit under the Exchange Act is accurate, complete and timely. Our management, including the Chief Executive Officer and Interim Chief Financial Officer of our General Partner, does not expect that our disclosure controls and procedures or our internal controls will prevent and/or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Interim Chief Financial Officer of our General Partner concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2013.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

32

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1. Financial Statements, Note 7, which is incorporated herein by reference.

Item 1A. Risk Factors

Important factors that could cause actual results to differ materially from estimates or projections contained in our forward-looking statements are described in our 2012 Annual Report on Form 10-K under Part I, Item 1A. Risk Factors. There have been no material changes in our risk factors since that report.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On May 3, 2013, Crestwood Holdings Partners, LLC and Mr. Steven M. Dougherty entered into a letter agreement setting forth the compensation arrangements related to Mr. Dougherty’s appointment as the Company’s Senior Vice President and Interim Chief Financial Officer. Pursuant to the letter agreement, Mr. Dougherty’s annual base salary has been set at $275,000 and he is eligible to receive a bonus that will be paid annually in cash up to a target bonus amount of 60% of his base salary.

The foregoing description about the letter arrangement is qualified in its entirety by reference to the letter arrangement, a copy of which is filed as Exhibit 10.2 to this Form 10-Q.

Item 6. Exhibits:

The exhibit index is incorporated herein by reference into this Quarterly Report on Form 10-Q.

33

SIGNATURES

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

	CRESTWOOD MIDSTREAM PARTNERS LP
	By: CRESTWOOD GAS SERVICES GP LLC, its General Partner
Date: May 7, 2013	By:	/s/ Steven M. Dougherty
		Steven M. Dougherty
		Senior Vice President – Interim Chief Financial Officer and Chief Accounting Officer
		(Principal Financial and Accounting Officer)

34

EXHIBIT INDEX

Exhibits designated by an asterisk (*) are filed herewith and those with (**) are furnished and not filed herewith. Exhibits designated by a plus (+) represent a management contract or compensatory plan or arrangement.

Exhibit No.	Description
2.1	Contribution, Conveyance and Assumption Agreement, dated January 8, 2013, by and among Crestwood Midstream Partners, LP, Crestwood Marcellus Holdings LLC, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, and Crestwood Marcellus Pipeline LLC (filed as Exhibit 2.1 to Crestwood Midstream Partners LP’s Form 8-K filed January 8, 2013, and included herein by reference).
3.1	Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, effective January 8, 2013 (filed as Exhibit 3.1 to Crestwood Midstream Partners LP’s Form 8-K filed January 8, 2013, and included herein by reference).
+10.1	Separation Agreement and Release, dated February 5, 2013, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC and Crestwood Holdings Partners, LLC and William G. Manias (filed as Exhibit 10.1 to Crestwood Midstream Partners LP’s Form 8-K filed February 8, 2013, and included herein by reference).
+10.2	Letter Agreement dated May 3, 2013, between Crestwood Holdings Partners, LLC and Steven M. Dougherty.
*12.1	Computation of Ratio of Earnings to Fixed Charges
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Schema Linkbase Document
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

35

EX-12.1

Exhibit 12.1

CRESTWOOD MIDSTREAM PARTNERS LP

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In thousands, except for ratio)

	For the Three Months Ended March 31,
	2013		2012
Earnings
Income before income taxes	$	9,296	$	10,108
Fixed charges		12,145		8,395
Capitalized interest		—		(91	)
Amortized capitalized interest		26		21
Total earnings available for fixed charges		21,467		18,433
Fixed charges
Interest and debt expense	$	11,450	$	7,648
Interest component of rent		695		747
Total fixed charges		12,145		8,395
Ratio of earnings to fixed charges (1)		1.8		2.2

⁽¹⁾  For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pretax income from continuing operations plus fixed charges (excluding capitalized interest) and amortized capitalized interest. "Fixed charges" represents interest incurred (whether expensed or capitalized), amortization of debt costs and that portion of rental expense on operating leases deemed to be the equivalent of interest.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert G. Phillips, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Crestwood Midstream Partners LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2013

/s/ Robert G. Phillips

Robert G. Phillips

President and Chief Executive Officer of Crestwood Gas Services

GP LLC, General Partner of Crestwood Midstream Partners LP

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Steven M. Dougherty, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Crestwood Midstream Partners LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2013

/s/ Steven M. Dougherty

Steven M. Dougherty

Senior Vice President – Chief Accounting Officer

and Interim Chief Financial Officer of Crestwood Gas Services GP LLC, General Partner of

Crestwood Midstream Partners LP

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the Quarterly Report on Form 10-Q of Crestwood Midstream Partners LP (the “Registrant”) for the quarter ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Steven M. Dougherty, Senior Vice President – Chief Accounting Officer and Interim Chief Financial Officer of Crestwood Gas Services GP LLC, the general partner of the Registrant, and Robert G. Phillips, President and Chief Executive Officer of Crestwood Gas Services GP LLC, the general partner of the Registrant, each certifies that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of the dates and for the periods expressed in the Report.

Date: May 7, 2013

By:	/s/ Steven M. Dougherty	By:	/s/ Robert G. Phillips
	Steven M. Dougherty		Robert G. Phillips
	Senior Vice President – Chief Accounting Officer and Interim Chief Financial Officer of Crestwood Gas Services GP LLC, General Partner of Crestwood Midstream Partners LP		President and Chief Executive Office of Crestwood Gas Services GP LLC, General Partner of Crestwood Midstream Partners LP

XML

Financial Instruments (Narrative) (Details) (USD $)	12 Months Ended			3 Months Ended		3 Months Ended			3 Months Ended				3 Months Ended
	Dec. 31, 2010	Jan. 08, 2013	Mar. 26, 2012	Mar. 31, 2013 CMM Credit Facility, Due March 2017 [Member]	Dec. 31, 2012 CMM Credit Facility, Due March 2017 [Member]	Mar. 31, 2013 CMM Credit Facility, Due March 2017 [Member] Maximum [Member]	Mar. 31, 2013 CMLP Credit Facility, Due November 2017 [Member]	Dec. 31, 2012 CMLP Credit Facility, Due November 2017 [Member]	Mar. 31, 2013 CMLP Credit Facility, Due November 2017 [Member] Minimum [Member]	Mar. 31, 2013 CMLP Credit Facility, Due November 2017 [Member] Maximum [Member]	Mar. 31, 2013 Senior Notes, Due April 2019 [Member]	Dec. 31, 2012 Senior Notes, Due April 2019 [Member]	Mar. 31, 2013 Senior Notes, Due April 2019 [Member] Minimum [Member]	Mar. 31, 2013 Senior Notes, Due 2019 [Member]
Debt Instrument [Line Items]
Credit Facility, borrowing capacity				$ 200,000,000			$ 550,000,000
Credit Facility, total available							179,000,000
Credit Facility, outstanding				83,000,000	127,000,000		293,200,000	206,700,000
Credit Facility, remaining borrowing capacity				113,000,000
Credit Facility, average outstanding borrowings				123,000,000			336,000,000
Credit Facility, maximum outstanding borrowings				130,000,000			373,000,000
Credit Agreement LIBOR Interest Rate Margin				2.30%	2.50%		2.50%
Weighted-average interest rate				2.80%	2.80%		2.80%	2.80%
Debt instrument, face amount														$ 150,000,000
Debt instrument, interest rate											7.75%	7.75%
Debt to Adjusted EBITDA Ratio				5.0		4.5	5.5			5.0
EBITDA to interest expense, minimum				2.0					2.5
EBITDA to fixed charges ratio, minimum													1.75
Conversion average common unit price period	20 days
Interests acquired		65.00%	35.00%

XML

Condensed Consolidating Financial Statements (Schedule Of Condensed Consolidated Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Cash and cash equivalents	$ 35	$ 111	$ 2,695	$ 797
Accounts receivable	24,317	21,636
Accounts receivable - related party	23,556	23,755
Insurance receivable	3,014	2,920
Prepaid expenses and other assets	1,257	1,941
Total current assets	52,179	50,363
Properties, plant and equipment, net	950,889	939,846
Intangible assets, net	495,860	501,380
Goodwill	95,031	95,031	93,628
Deferred financing costs, net	21,473	22,528
Other assets	1,375	1,321
Total assets	1,616,807	1,610,469	1,440,863
Accrued additions to property, plant and equipment	7,626	9,213
Capital leases	3,776	3,862
Deferred revenue	2,426	2,634
Accounts payable - related party	3,639	3,088
Accounts payable, accrued expenses and other liabilities	37,687	29,717
Total current liabilities	55,154	48,514
Long-term debt	727,602	685,161
Long-term capital leases	2,314	3,161
Asset retirement obligations	14,222	14,024
Partners'/members' equity	817,515	859,609	791,590	455,623
Total liabilities and partners' capital	1,616,807	1,610,469
Issuer [Member]
Cash and cash equivalents	9	21	814	797
Accounts receivable	577	608
Accounts receivable - related party	434,336	366,405
Prepaid expenses and other assets	430	584
Total current assets	435,352	367,618
Investment in consolidated affiliates	1,029,572	1,041,936
Properties, plant and equipment, net	3,292	8,519
Deferred financing costs, net	16,411	17,149
Other assets	220	20
Total assets	1,484,847	1,435,242
Accrued additions to property, plant and equipment	8
Capital leases	415	429
Accounts payable - related party	1,344	536
Accounts payable, accrued expenses and other liabilities	20,097	15,547
Total current liabilities	21,864	16,512
Long-term debt	644,602	558,161
Long-term capital leases	866	960
Partners'/members' equity	817,515	859,609
Total liabilities and partners' capital	1,484,847	1,435,242
Co-Issuer [Member]
Accounts receivable - related party	1	1
Total current assets	1	1
Total assets	1	1
Partners'/members' equity	1	1
Total liabilities and partners' capital	1	1
Guarantor Subsidiaries [Member]
Accounts receivable	17,169	14,515
Accounts receivable - related party	21,001	22,587
Insurance receivable	3,014	2,920
Prepaid expenses and other assets	823	1,357
Total current assets	42,007	41,379
Properties, plant and equipment, net	781,358	775,852
Intangible assets, net	159,975	163,021
Goodwill	95,031	95,031
Other assets	1,155	1,301
Total assets	1,079,526	1,076,584
Accrued additions to property, plant and equipment	2,007	3,829
Capital leases	3,361	3,433
Accounts payable - related party	433,963	367,682
Accounts payable, accrued expenses and other liabilities	8,251	11,876
Total current liabilities	447,582	386,820
Long-term capital leases	1,448	2,201
Asset retirement obligations	13,374	13,188
Partners'/members' equity	617,122	674,375
Total liabilities and partners' capital	1,079,526	1,076,584
Non-Guarantor Subsidiaries [Member]
Cash and cash equivalents	26	90	1,881
Accounts receivable	6,571	6,513
Prepaid expenses and other assets	4
Total current assets	6,601	6,603
Properties, plant and equipment, net	166,239	155,475
Intangible assets, net	335,885	338,359
Deferred financing costs, net	5,062	5,379
Total assets	513,787	505,816
Accrued additions to property, plant and equipment	5,611	5,384
Deferred revenue	2,426	2,634
Accounts payable - related party	114	108
Accounts payable, accrued expenses and other liabilities	9,339	2,294
Total current liabilities	17,490	10,420
Long-term debt	83,000	127,000
Asset retirement obligations	848	836
Partners'/members' equity	412,449	367,560
Total liabilities and partners' capital	513,787	505,816
Eliminations [Member]
Accounts receivable - related party	(431,782)	(365,238)
Total current assets	(431,782)	(365,238)
Investment in consolidated affiliates	(1,029,572)	(1,041,936)
Total assets	(1,461,354)	(1,407,174)
Accounts payable - related party	(431,782)	(365,238)
Total current liabilities	(431,782)	(365,238)
Partners'/members' equity	(1,029,572)	(1,041,936)
Total liabilities and partners' capital	$ (1,461,354)	$ (1,407,174)

XML

Transactions With Related Parties (Schedule Of Revenues, Expenses And Reimbursements From Affiliates) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Transactions With Related Parties [Abstract]
Operating revenues	$ 25,589,000	$ 30,617,000
Operating expenses	$ 13,000,000	$ 5,000,000

XML

Condensed Consolidating Financial Statements (Schedule Of Condensed Consolidated Statement Of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net cash provided by (used in) operating activities	$ 34,034	$ 22,153
Acquisitions, net of cash acquired		(376,805)
Capital expenditures	(24,273)	(12,889)
Net cash used in investing activities	(24,273)	(389,694)
Proceeds from credit facility	199,500	192,000
Repayment of credit facility	(157,000)	(141,250)
Payments on capital leases	(1,005)	(666)
Deferred financing costs paid	(82)	(6,314)
Proceeds from issuance of common units, net	103,500	103,050
Contributions received		243,750
Distribution to General Partner for additional interest in CMM	(129,000)
Distributions paid	(25,096)	(20,729)
Taxes paid for equity-based compensation vesting	(654)	(402)
Net cash provided by financing activities	(9,837)	369,439
Change in cash and cash equivalents	(76)	1,898
Cash and cash equivalents at beginning of period	111	797
Cash and cash equivalents at end of period	35	2,695
Issuer [Member]
Net cash provided by (used in) operating activities	(5,784)	(4,434)
Capital expenditures	(341)	(142)
Acquisition of interests in CMM		(131,250)
Change in advances to affiliates, net	20,398	12,772
Capital contributions to consolidated affiliates	(50,000)
Net cash used in investing activities	(29,943)	(118,620)
Proceeds from credit facility	183,500	182,000
Repayment of credit facility	(97,000)	(141,250)
Payments on capital leases	(107)
Deferred financing costs paid	(82)
Proceeds from issuance of common units, net	103,500	103,050
Distribution to General Partner for additional interest in CMM	(129,000)
Distributions paid	(25,096)	(20,729)
Net cash provided by financing activities	35,715	123,071
Change in cash and cash equivalents	(12)
Cash and cash equivalents at beginning of period	21	797
Cash and cash equivalents at end of period	9	814
Guarantor Subsidiaries [Member]
Net cash provided by (used in) operating activities	33,857	26,587
Capital expenditures	(11,907)	(12,747)
Net cash used in investing activities	(11,907)	(12,747)
Payments on capital leases	(898)	(666)
Change in advances from affiliates, net	(20,398)	(12,772)
Taxes paid for equity-based compensation vesting	(654)	(402)
Net cash provided by financing activities	(21,950)	(13,840)
Non-Guarantor Subsidiaries [Member]
Net cash provided by (used in) operating activities	15,701
Acquisitions, net of cash acquired		(376,805)
Capital expenditures	(12,025)
Net cash used in investing activities	(12,025)	(376,805)
Proceeds from credit facility	16,000	10,000
Repayment of credit facility	(60,000)
Deferred financing costs paid		(6,314)
Contributions received	50,000	375,000
Distributions paid	(9,740)
Net cash provided by financing activities	(3,740)	378,686
Change in cash and cash equivalents	(64)
Cash and cash equivalents at beginning of period	90
Cash and cash equivalents at end of period	26	1,881
Eliminations [Member]
Net cash provided by (used in) operating activities	(9,740)
Acquisition of interests in CMM		131,250
Change in advances to affiliates, net	(20,398)	(12,772)
Capital contributions to consolidated affiliates	50,000
Net cash used in investing activities	29,602	118,478
Contributions received	(50,000)	(131,250)
Distributions paid	9,740
Change in advances from affiliates, net	20,398	12,772
Net cash provided by financing activities	$ (19,862)	$ (118,478)

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Equity Plan (Schedule Of Phantom And Restricted Unit Activity) (Details) (2007 Equity Plan [Member], USD $)	3 Months Ended
	Mar. 31, 2013 Phantom Units [Member] Payable In Cash [Member]	Mar. 31, 2013 Phantom Units [Member] Payable In Units [Member]	Mar. 31, 2013 Restricted Units [Member] Payable In Units [Member]	Mar. 31, 2013 Phantom And Restricted Units [Member] Payable In Cash [Member]	Dec. 31, 2012 Phantom And Restricted Units [Member] Payable In Cash [Member]	Mar. 31, 2013 Phantom And Restricted Units [Member] Payable In Units [Member]	Dec. 31, 2012 Phantom And Restricted Units [Member] Payable In Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested units - December 31				$ 26.49	$ 26.45	$ 25.98	$ 28.35
Unvested units - December 31, units				8,156	8,312	329,892	221,992
Vested		$ 28.74	$ 29.20
Vested, units		(70,229)	(4,681)
Granted		$ 24.33	$ 24.80
Granted, units		161,807	25,900
Cancelled	$ 24.14	$ 30.16
Cancelled, units	(156)	(4,897)
Unvested units - December 31				$ 26.49	$ 26.45	$ 25.98	$ 28.35
Unvested units - December 31, units				8,156	8,312	329,892	221,992

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Acquisitions (Narrative) (Details) (USD $)	3 Months Ended			3 Months Ended	0 Months Ended		3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Mar. 31, 2013 Antero Acquisition [Member] mi acre	Dec. 28, 2012 EMAC Acquisition [Member] item	Mar. 31, 2013 EMAC Acquisition [Member]	Mar. 31, 2013 Devon Acquisition [Member]	Mar. 31, 2013 Minimum [Member] Antero Acquisition [Member]	Mar. 31, 2013 Maximum [Member] Antero Acquisition [Member]	Mar. 31, 2013 CMM Credit Facility, Due March 2017 [Member]
Business Acquisition [Line Items]
Business acquisition, effective date of acquisition							Aug. 24, 2012
Business acquisition, cost of acquired entity, purchase price				$ 381,718,000		$ 95,000,000	$ 87,247,000
Business acquisition, purchase price allocation, property, plant and equipment				90,562,000		45,938,000	41,555,000
Purchase price paid				381,718,000		95,000,000	87,247,000
Gas gathering and compression agreement term				20 years			20 years
Area of dedication				127,000
Area of dedication, net				104,000
Guaranteed volume commitments over seven year period, MMcfd								300	450
Receivable and deferred revenue recorded under GGA	2,426,000		2,634,000
Miles of Gathering Pipelines				33
Operating revenue	72,416,000	53,733,000
Operating expenses	51,670,000	36,068,000
Operating income (loss)	20,746,000	17,665,000
Credit Facility, borrowing capacity										$ 200,000,000
Number of compression and dehydration stations					4
Compression services agreement expiration					2018
Compression services agreement, optional extension term					5 years

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Financial Instruments [Abstract]

Schedule Of Carrying Values And Estimated Fair Values Of Senior Notes

		March 31,				December 31,
		2013				2012
		Carrying	Fair			Carrying	Fair
		Amount	Value			Amount	Value
Senior Notes	$	351	$	362	$	351	$	365

Schedule Of Debt

		March 31,		December 31,
		2013		2012
CMM Credit Facility, due March 2017	$	83,000	$	127,000
CMLP Credit Facility, due November 2017		293,200		206,700
Senior Notes, due April 2019		350,000		350,000
		726,200		683,700
Plus: Unamortized premium on Senior Notes		1,402		1,461
Total long-term debt	$	727,602	$	685,161

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Segment Information (Narrative) (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Barnett Shale [Member]
Revenue, Major Customer [Line Items]
Revenue percentages, significant customer concentration	35.00%	57.00%
Marcellus [Member]
Revenue, Major Customer [Line Items]
Revenue percentages, significant customer concentration	20.00%
Fayetteville Shale [Member]
Revenue, Major Customer [Line Items]
Revenue percentages, significant customer concentration		10.00%

XML

Accounts Payable, Accrued Expenses And Other Liabilities (Schedule Of Accounts Payable And Other Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accounts Payable, Accrued Expenses And Other Liabilities [Abstract]
Accrued expenses	$ 5,952	$ 9,608
Accrued property taxes	2,789	5,638
Accrued product purchases payable	2,405	2,450
Tax payable	2,480	2,159
Interest payable	14,336	7,505
Accounts payable	9,715	2,278
Other	10	79
Total accounts payable, accrued expenses and other liabilities	$ 37,687	$ 29,717

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Net Income Per Limited Partner Unit And Distributions (Schedule Of Reconciliation Of Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Limited partners' interest in net income	$ 3,757		$ 6,437
Weighted-average limited partner units - basic	54,766,000	[1]	42,694,000	[1]
Effect of unvested phantom units	276,000		183,000
Weighted-average limited partner units - diluted	55,042,000	[1]	42,877,000	[1]
Net income per limited partner unit - basic	$ 0.07		$ 0.15
Net income per limited partner unit - diluted	$ 0.07		$ 0.15
Common Class C And Class D [Member]
Weighted-average limited partner units - basic	12,902,110
Class C Unitholders [Member]
Weighted-average limited partner units - basic			6,716,730

[1] Includes 12,902,110 Class C and Class D units for the three months ended March 31, 2013 and 6,716,730 Class C units for the three months ended March 31, 2012.

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Segment Information (Schedule Of Reportable Segment Data) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Operating revenues	$ 46,827	$ 23,116
Operating revenues - related party	25,589	30,617
Product purchases	6,748	8,973
Product purchases - related party	6,757
Operations and maintenance expense	13,016	9,711
General and administrative expense	7,789	6,738
EBITDA	38,106	28,311
Goodwill	95,031	93,628	95,031
Total assets	1,616,807	1,440,863	1,610,469
Capital expenditures	24,273	12,889
Barnett Shale [Member]
Segment Reporting Information [Line Items]
Operating revenues	9,396	3,327
Operating revenues - related party	25,154	30,617
Product purchases	255
Operations and maintenance expense	7,255	6,131
EBITDA	27,040	27,813
Total assets	614,290	539,073
Capital expenditures	5,559	1,866
Fayetteville Shale [Member]
Segment Reporting Information [Line Items]
Operating revenues	7,253	6,864
Product purchases	293	83
Operations and maintenance expense	2,134	2,313
EBITDA	4,826	4,468
Goodwill	76,767	76,767
Total assets	299,784	307,765
Capital expenditures	956	8,146
Granite Wash [Member]
Segment Reporting Information [Line Items]
Operating revenues	13,414	9,597
Operating revenues - related party	435
Product purchases	5,450	8,300
Product purchases - related party	6,757
Operations and maintenance expense	608	517
EBITDA	1,034	780
Goodwill	14,211	16,861
Total assets	80,880	77,960
Capital expenditures	919	1,288
Marcellus [Member]
Segment Reporting Information [Line Items]
Operating revenues	14,274
Operations and maintenance expense	2,397
EBITDA	11,877
Total assets	513,787	415,774
Capital expenditures	12,025
Other [Member]
Segment Reporting Information [Line Items]
Operating revenues	2,490	3,328
Product purchases	750	590
Operations and maintenance expense	622	750
EBITDA	1,118	1,988
Goodwill	4,053
Total assets	84,572	83,009
Capital expenditures	4,473	1,447
Corporate [Member]
Segment Reporting Information [Line Items]
General and administrative expense	7,789	6,738
EBITDA	(7,789)	(6,738)
Total assets	23,494	17,282
Capital expenditures	$ 341	$ 142

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Transactions With Related Parties (Narrative) (Details) (Maximum [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Maximum [Member]
Related Party Transaction [Line Items]
Reimbursements of operating expenses	$ 1.0	$ 1.0

XML

Acquisitions

3 Months Ended

Mar. 31, 2013

Acquisitions [Abstract]

Acquisitions

3. ACQUISITIONS

2012 Acquisitions

Antero Acquisition

     On February 27, 2012, we announced the execution, through CMM, of an Asset Purchase Agreement related to the acquisition of gathering assets owned by Antero Resources Appalachian Corporation (Antero) in the Marcellus Shale located in Harrison and Doddridge Counties, West Virginia (Antero Acquisition), and, at closing, the planned execution of a 20 year, fixed-fee, Gas Gathering and Compression Agreement (GGA) with Antero. On March 26, 2012, CMM completed the Antero Acquisition for approximately $380 million. The assets acquired by CMM consisted of a 33 mile low pressure gathering system at the time of acquisition. The gathering pipelines deliver Antero's Marcellus Shale production to various regional pipeline systems including Columbia, Dominion, Equitrans and Mark West Energy Partners' Sherwood Gas Processing Plant.

     The GGA with Antero provided for an area of dedication at the time of acquisition of approximately 127,000 gross acres, or 104,000 net acres, largely located in the rich gas corridor of the southwestern core of the Marcellus Shale play. As part of the GGA, Antero committed to deliver minimum annual throughput volumes to us for a seven year period from January 1, 2012 to January 1, 2019, ranging from an average of 300 million cubic feet per day (MMcf/d) in 2012 to an average of 450 MMcf/d in 2018. During the period ended December 31, 2012, Antero delivered less than the minimum annual throughput volumes and at December 31, 2012, we recorded a receivable and deferred revenue of approximately $2.6 million due to Antero's potential ability to recover this amount if Antero's 2013 throughput volumes exceed the minimum annual throughput volumes included in the GGA for 2013.

The final purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	381,718
Total purchase price	$	381,718
Purchase price allocation:
Property, plant and equipment	$	90,562
Intangible assets		291,218
Total assets	$	381,780
Asset retirement obligation	$	62
Total liabilities	$	62
Total	$	381,718

     Our intangible assets recorded as a result of the Antero Acquisition relate to the GGA with Antero. These intangible assets will be amortized over the life of the contract. For the period from the acquisition date (March 26, 2012) to March 31, 2012, we did not record operating income related to the operations of the assets acquired from Antero.

Devon Acquisition

     On August 24, 2012, we completed the acquisition of certain gathering and processing assets in the NGL rich gas region of the Barnett Shale from Devon Energy Corporation (Devon) for approximately $87 million (Devon Acquisition). The final purchase price allocation is pending the completion of the valuation of the assets acquired and liabilities assumed.

The preliminary purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	87,247
Total purchase price	$	87,247
Preliminary purchase price allocation:
Property, plant and equipment	$	41,555
Intangible assets		46,959
Total assets	$	88,514
Asset retirement obligation	$	540
Property tax liability		527
Environmental liability		200
Total liabilities	$	1,267
Total	$	87,247

     Our intangible assets recorded as a result of the Devon Acquisition relate to the 20 year fixed-fee gathering, processing and compression agreement with Devon. These intangible assets will be amortized over the life of the contract.

     We believe that it is impracticable to present financial information for the acquired assets prior to the acquisition date due to the lack of availability of historical financial information related to the acquired assets, and because the 20 year fixed-fee gathering, processing and compression agreement with Devon has significantly different terms than the historical intercompany relationships between the acquired assets and Devon.

EMAC Acquisition

     On December 28, 2012, CMM acquired all of the membership interest of EMAC from Enerven Compression, LLC (Enerven) for approximately $95 million. We financed this acquisition through our CMM credit facility. EMAC's assets consist of four compression and dehydration stations located on our gathering systems in Harrison County, West Virginia. These assets will provide compression and dehydration services to Antero under a compression services agreement through 2018. Antero has the option to renew the agreement for an additional five years upon expiration of the original agreement. The final purchase price allocation is pending the completion of the valuation of the assets acquired and liabilities assumed. The preliminary purchase price allocation is as follows (In thousands):

Purchase price:
Cash	$	95,000
Total purchase price	$	95,000
Preliminary purchase price allocation:
Property, plant and equipment	$	45,938
Intangible assets		49,817
Total assets	$	95,755
Asset retirement obligation	$	755
Total liabilities	$	755
Total	$	95,000

     Our intangible assets recorded as a result of the EMAC acquisition relate to the compression services agreements with Antero. These intangible assets will be amortized over the life of the contract. Pro forma information has not been provided for the acquisition of the EMAC assets as the impact is immaterial to our financial statements.

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Commitments And Contingent Liabilities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Accrual for environmental matters	$ 0.2
Potential liability related to environmental exposures minimum	0.2
Potential liability related to environmental exposures maximum	0.3
Maximum [Member]
Accrual for legal matters	$ 0.1

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Information [Abstract]

Reconciliation Of Net Income To EBITDA

		Three Months Ended
		March,
		2013		2012
Net income	$	8,958	$	9,805
Add:
Interest and debt expense		11,450		7,557
Income tax expense		338		303
Depreciation, amortization and accretion expense		17,360		10,646
EBITDA	$	38,106	$	28,311

Schedule Of Reportable Segment Data

						Three Months Ended March 31, 2013
								Granite
		Marcellus		Barnett		Fayetteville		Wash		Other		Corporate			Total
Operating revenues	$	14,274	$	9,396	$	7,253	$	13,414	$	2,490	$	—		$	46,827
Operating revenues—related party		—		25,154		—		435		—		—			25,589
Product purchases		—		255		293		5,450		750		—			6,748
Product purchases – related party		—		—		—		6,757		—		—			6,757
Operations and maintenance expense		2,397		7,255		2,134		608		622		—			13,016
General and administrative
expense		—		—		—		—		—		7,789			7,789
EBITDA	$	11,877	$	27,040	$	4,826	$	1,034	$	1,118	$	(7,789	)	$	38,106
Goodwill	$	—	$	—	$	76,767	$	14,211	$	4,053	$	—		$	95,031
Total assets	$	513,787	$	614,290	$	299,784	$	80,880	$	84,572	$	23,494		$	1,616,807
Capital expenditures	$	12,025	$	5,559	$	956	$	919	$	4,473	$	341		$	24,273

						Three Months Ended March 31, 2012
								Granite
		Marcellus		Barnett		Fayetteville		Wash		Other		Corporate			Total
Operating revenues	$	—	$	3,327	$	6,864	$	9,597	$	3,328	$	—		$	23,116
Operating revenues—related party		—		30,617		—		—		—		—			30,617
Product purchases		—		—		83		8,300		590		—			8,973
Operations and maintenance expense		—		6,131		2,313		517		750		—			9,711
General and administrative
expense		—		—		—		—		—		6,738			6,738
EBITDA	$	—	$	27,813	$	4,468	$	780	$	1,988	$	(6,738	)	$	28,311
Goodwill	$	—	$	—	$	76,767	$	16,861	$	—	$	—		$	93,628
Total assets	$	415,774	$	539,073	$	307,765	$	77,960	$	83,009	$	17,282		$	1,440,863
Capital expenditures	$	—	$	1,866	$	8,146	$	1,288	$	1,447	$	142		$	12,889

XML

Transactions With Related Parties (Tables)

3 Months Ended

Mar. 31, 2013

Transactions With Related Parties [Abstract]

Schedule Of Revenues, Expenses And Reimbursements From Affiliates

		2013		2012
		(In millions)
Operating revenues	$	26	$	31
Operating expenses		13		5

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Subsequent Event (Details) (Subsequent Event [Member], USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended
	May 05, 2013
Subsequent Event [Line Items]
Number of units issued for one unit held by unitholders	1.07
Potential cash payment to unaffiliated unitholders at closing of the merger transaction	$ 35.0
Potential per share cash payment to unaffiliated unitholders at closing of the merger transaction	$ 1.03
Crestwood Holdings LLC [Member]
Subsequent Event [Line Items]
Potential cash payment to unaffiliated unitholders at closing of the merger transaction	10.0
Inergy Midstream, L.P. [Member]
Subsequent Event [Line Items]
Potential cash payment to unaffiliated unitholders at closing of the merger transaction	$ 25.0

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2013
Income Taxes [Abstract]
Texas margin tax rate	0.70%

XML

Condensed Consolidating Financial Statements (Tables)

3 Months Ended

Mar. 31, 2013

Condensed Consolidating Financial Statements [Abstract]

Schedule Of Condensed Consolidated Statements Of Income

							For the Three Months Ended March 31, 2013
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries			Eliminations			Consolidated
			(In thousands)
Operating revenues	$	—		$	—	$	58,142		$	14,274		$	—		$	72,416
Operating expenses		192			—		43,106			8,372			—			51,670
Operating income (loss)		(192	)		—		15,036			5,902			—			20,746
Interest and debt expense		(10,105	)		—		(72	)		(1,273	)		—			(11,450	)
Income (loss) before income tax		(10,297	)		—		14,964			4,629			—			9,296
Income tax expense		—			—		338			—			—			338
Income (loss) before earnings from consolidated
subsidiaries		(10,297	)		—		14,626			4,629			—			8,958
Earnings (loss) from consolidated subsidiaries		19,255			—		—			—			(19,255	)		—
Net income (loss)		8,958			—		14,626			4,629			(19,255	)		8,958
General partner's interest in net income		5,201			—		—			—			—			5,201
Limited partner's interest in net income (loss)	$	3,757		$	—	$	14,626		$	4,629		$	(19,255	)	$	3,757

							For the Three Months Ended March 31, 2012
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries		Eliminations			Consolidated
							(In thousands)
Operating revenues	$	—		$	—	$	53,733		$	—	$	—		$	53,733
Operating expenses		39			—		36,029			—		—			36,068
Operating income (loss)		(39	)		—		17,704			—		—			17,665
Interest and debt expense		(7,507	)		—		(50	)		—		—			(7,557	)
Income (loss) before income tax		(7,546	)		—		17,654			—		—			10,108
Income tax expense		—			—		303			—		—			303
Income (loss) before earnings from consolidated
subsidiaries		(7,546	)		—		17,351			—		—			9,805
Earnings (loss) from consolidated subsidiaries		17,351			—		—			—		(17,351	)		—
Net income (loss)		9,805			—		17,351			—		(17,351	)		9,805
General partner's interest in net income		3,368			—		—			—		—			3,368
Limited partner's interest in net income (loss)	$	6,437		$	—	$	17,351		$	—		(17,351	)	$	6,437

Schedule Of Condensed Consolidated Balance Sheet

						As of March 31, 2013
						Guarantor	Non-Guarantor
		Issuer		Co-Issuer		Subsidiaries	Subsidiaries			Eliminations			Consolidated
						(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	9	$	—	$	—	$	26	$	—		$	35
Accounts receivable		577		—		17,169		6,571		—			24,317
Accounts receivable - related party		434,336		1		21,001		—		(431,782	)		23,556
Insurance receivable		—		—		3,014		—		—			3,014
Prepaid expenses and other		430		—		823		4		—			1,257
Total current assets		435,352		1		42,007		6,601		(431,782	)		52,179
Investment in consolidated affiliates		1,029,572		—		—		—		(1,029,572	)		—
Property, plant and equipment – net		3,292		—		781,358		166,239		—			950,889
Intangible assets – net		—		—		159,975		335,885		—			495,860
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		16,411		—		—		5,062		—			21,473
Other assets		220		—		1,155		—		—			1,375
Total assets	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807
LIABILITIES AND PARTNERS'
CAPITAL/MEMBERS' EQUITY
Current liabilities
Accrued additions to property, plant and
equipment	$	8	$	—	$	2,007	$	5,611	$	—		$	7,626
Capital leases		415		—		3,361		—		—			3,776
Deferred revenue		—		—		—		2,426		—			2,426
Accounts payable - related party		1,344		—		433,963		114		(431,782	)		3,639
Accounts payable, accrued expenses and other
liabilities		20,097		—		8,251		9,339		—			37,687
Total current liabilities		21,864		—		447,582		17,490		(431,782	)		55,154
Long-term debt		644,602		—		—		83,000		—			727,602
Long-term capital leases		866		—		1,448		—		—			2,314
Asset retirement obligations		—		—		13,374		848		—			14,222
Partners'/members' equity		817,515		1		617,122		412,449		(1,029,572	)		817,515
Total liabilities and partners'
capital/members' equity	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807

						As of December 31, 2012
						Guarantor	Non-Guarantor
		Issuer		Co-Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated
						(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	21	$	—	$	—	$	90	$	—		$	111
Accounts receivable		608		—		14,515		6,513		—			21,636
Accounts receivable - related party		366,405		1		22,587		—		(365,238	)		23,755
Insurance receivable		—		—		2,920		—		—			2,920
Prepaid expenses and other		584		—		1,357		—		—			1,941
Total current assets		367,618		1		41,379		6,603		(365,238	)		50,363
Investment in consolidated affiliates		1,041,936		—		—		—		(1,041,936	)		—
Property, plant and equipment – net		8,519		—		775,852		155,475		—			939,846
Intangible assets – net		—		—		163,021		338,359		—			501,380
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		17,149		—		—		5,379		—			22,528
Other assets		20		—		1,301		—		—			1,321
Total assets	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469
LIABILITIES AND PARTNERS'
CAPITAL/MEMBERS' EQUITY
Current liabilities
Accrued additions to property, plant and
equipment	$	—	$	—	$	3,829	$	5,384	$	—		$	9,213
Capital leases		429		—		3,433		—		—			3,862
Deferred revenue		—		—		—		2,634		—			2,634
Accounts payable - related party		536		—		367,682		108		(365,238	)		3,088
Accounts payable, accrued expenses and other
liabilities		15,547		—		11,876		2,294		—			29,717
Total current liabilities		16,512		—		386,820		10,420		(365,238	)		48,514
Long-term debt		558,161		—		—		127,000		—			685,161
Long-term capital leases		960		—		2,201		—		—			3,161
Asset retirement obligations		—		—		13,188		836		—			14,024
Partners'/members' equity		859,609		1		674,375		367,560		(1,041,936	)		859,609
Total liabilities and partners'
capital/members' equity	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469

Schedule Of Condensed Consolidated Statement Of Cash Flows

							For the Three Months Ended March 31, 2013
							Guarantor		Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries		Subsidiaries			Eliminations			Consolidated
									(In thousands)
Net cash provided by (used in)
operating activities	$	(5,784	)	$	—	$	33,857	$	15,701		$	(9,740	)	$	34,034
Investing activities:
Capital expenditures		(341	)		—		(11,907	)	(12,025	)		—			(24,273	)
Capital contribution to
consolidated affiliate		(50,000	)		—		—		—			50,000			—
Change in advances to
affiliates, net		20,398			—		—		—			(20,398	)		—
Net cash provided by (used in)
investing activities		(29,943	)		—		(11,907	)	(12,025	)		29,602			(24,273	)
Financing activities:
Proceeds from credit
facilities		183,500			—		—		16,000			—			199,500
Repayments of credit
facilities		(97,000	)		—		—		(60,000	)		—			(157,000	)
Payments on capital leases		(107	)		—		(898	)	—			—			(1,005	)
Deferred financing costs paid		(82	)		—		—		—			—			(82	)
Proceeds from issuance of
common units, net		103,500			—		—		—			—			103,500
Contributions received		—			—		—		50,000			(50,000	)		—
Distributions to General
Partner for additional
interest in CMM		(129,000	)		—		—		—			—			(129,000	)
Distributions paid		(25,096	)						(9,740	)		9,740			(25,096	)
Change in advances from
affiliates, net		—			—		(20,398	)	—			20,398			—
Taxes paid for equity-based
compensation vesting		—			—		(654	)	—			—			(654	)
Net cash provided by (used in)
financing activities		35,715			—		(21,950	)	(3,740	)		(19,862	)		(9,837	)
Change in cash and cash equivalents		(12	)		—		—		(64	)		—			(76	)
Cash and cash equivalents at
beginning of period		21			—		—		90			—			111
Cash and cash equivalents at end of
period	$	9		$	—	$	—	$	26		$	—		$	35

							For the Three Months Ended March 31, 2012
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries			Eliminations			Consolidated
									(In thousands)
Net cash provided by (used in) operating
activities	$	(4,434	)	$	—	$	26,587		$	—		$	—		$	22,153
Investing activities:
Acquisitions, net of cash
acquired		—			—		—			(376,805	)		—			(376,805	)
Capital expenditures		(142	)		—		(12,747	)		—			—			(12,889	)
Acquisition of interests in CMM		(131,250	)		—		—			—			131,250			—
Change in advances to affiliates,
net		12,772			—		—			—			(12,772	)		—
Net cash provided by (used in) investing
activities		(118,620	)		—		(12,747	)		(376,805	)		118,478			(389,694	)
Financing activities:
Proceeds from credit facilities		182,000			—		—			10,000			—			192,000
Repayments of credit facilities		(141,250	)		—		—			—			—			(141,250	)
Payments on capital leases		—			—		(666	)		—			—			(666	)
Deferred financing costs paid		—			—		—			(6,314	)		—			(6,314	)
Proceeds from issuance of
common units, net		103,050			—		—			—			—			103,050
Contributions received		—			—		—			375,000			(131,250	)		243,750
Distributions paid		(20,729	)		—		—			—			—			(20,729	)
Change in advances from
affiliate, net		—			—		(12,772	)		—			12,772			—
Taxes paid for equity-based
compensation vesting		—			—		(402	)		—			—			(402	)
Net cash provided by (used in) financing
activities		123,071			—		(13,840	)		378,686			(118,478	)		369,439
Change in cash and cash equivalents		17			—		—			1,881			—			1,898
Cash and cash equivalents at beginning
of period		797			—		—			—			—			797
Cash and cash equivalents at end of
period	$	814		$	—	$	—		$	1,881		$	—		$	2,695

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Organization And Description Of Business (Schedule Of Ownership Interest) (Details)	3 Months Ended
	Mar. 31, 2013
General partner interest	1.80%
Total	100.00%
Crestwood Holdings LLC [Member]
General partner interest	1.80%
Total	44.60%
Public [Member]
Total	55.40%
Common [Member]
Limited partner interest	75.80%
Common [Member] | Crestwood Holdings LLC [Member]
Limited partner interest	32.40%
Common [Member] | Public [Member]
Limited partner interest	43.40%
Class C Unitholders [Member]
Limited partner interest	12.20%
Class C Unitholders [Member] | Crestwood Holdings LLC [Member]
Limited partner interest	0.20%
Class C Unitholders [Member] | Public [Member]
Limited partner interest	12.00%
Class D Unitholders [Member]
Limited partner interest	10.20%
Class D Unitholders [Member] | Crestwood Holdings LLC [Member]
Limited partner interest	10.20%

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Basis Of Presentation And Summary Of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation And Summary Of Significant Accounting Policies

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     We prepared this Quarterly Report on Form 10-Q under the rules and regulations of the SEC and in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim consolidated financial statements. Accordingly, they do not include all of the disclosures required by GAAP.

     On March 26, 2012, Crestwood Holdings contributed approximately $244 million for a 65% membership interest in Crestwood Marcellus Midstream LLC (CMM) and we contributed approximately $131 million for a 35% membership interest in CMM. On January 8, 2013, we acquired Crestwood Holdings' 65% membership interest in CMM and as a result, we now own 100% of CMM and have the ability to control the operating and financial decisions of CMM. We accounted for this transaction as a reorganization of entities under common control and the accounting standards related to such transactions require us to retroactively adjust our historical results. Accordingly, the consolidated balance sheets reflect the historical carrying value of CMM's assets and liabilities. Earnings related to the recast of our historical results due to the acquisition of the 65% membership interest in CMM were allocated to the General Partner. As a result, there was no impact to our basic or diluted earnings per limited partner unit. We funded the purchase price for the 65% membership interest in CMM of approximately $258 million through $129 million of borrowings under our CMLP credit facility, the issuance of 6,190,469 Class D units, representing limited partner interests in us to Crestwood Holdings, and the issuance of 133,060 general partner units to our General Partner. For accounting purposes, because of the consolidation of CMM, we reflected the $129 million cash paid to acquire the 65% interest in CMM and the issuance of Class D units as a reduction of our General Partner's capital.

     You should read this Quarterly Report on Form 10-Q along with our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, and our 8-K filed with the SEC on March 18, 2013. The financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 are unaudited. The consolidated balance sheet as of December 31, 2012, was derived from the audited balance sheet filed in our Form 8-K filed with the SEC on March 18, 2013. In management's opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Information for interim periods may not be indicative of our operating results for the entire year. Our disclosures in this Form 10-Q are an update to those provided in our 2012 Annual Report on Form 10-K and our 8-K filed with the SEC on March 18, 2013.

Significant Accounting Policies

     There were no changes in the significant accounting policies described in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, except as noted below.

Revenues

     Our revenues are generated from the gathering, compression and processing of natural gas from producers predominately under fee-based contracts. Our gathering revenues relate to contracts pursuant to which we both transport and compress natural gas based on the volumes that flow through our systems and are not directly dependent on commodity prices. Compression revenues relate to contracts under which we solely provide compression services or contracts under which we charge a compression services fee that is separate from other services provided under the contracts. For the three months ended March 31, 2013, our compression revenues were entirely comprised of services provided under contracts obtained in the E. Marcellus Asset Company, LLC (EMAC) acquisition (See Note 3). Under our processing contracts, raw natural gas is gathered, processed and sold at published index prices. Producers are paid based on an agreed percentage of the residue gas and NGLs multiplied by index prices or the actual sale prices.

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Basis Of Presentation And Summary Of Significant Accounting Policies (Details) (USD $)	0 Months Ended		3 Months Ended
	Jan. 08, 2013	Mar. 26, 2012	Mar. 31, 2013
Interests acquired	65.00%	35.00%
Payments for investment in unconsolidated affiliate		$ 131,000,000
Payments for investment in consolidated affiliate	258,000,000
Borrowings to acquire interest in subsidiaries	129,000,000
General partners, additional units issued			136,128
Reduction of our General Partner's capital to reflect cash paid	129,000,000		129,000,000
Subsidiary ownership percentage after transaction	100.00%
Crestwood Holdings LLC [Member]
Interests acquired		65.00%
Payments for investment in unconsolidated affiliate		$ 244,000,000
Class D Unitholders [Member]
General partners, additional units issued	6,190,469
General Partner [Member]
General partners, additional units issued	133,060

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Financial Instruments (Schedule Of Carrying Values And Estimated Fair Values Of Senior Notes) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Financial Instruments [Abstract]
Senior Notes, Carrying Amount	$ 351	$ 351
Senior Notes, Fair Value	$ 362	$ 365

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Condensed Consolidating Financial Statements (Schedule Of Condensed Consolidated Statements Of Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating revenues	$ 72,416	$ 53,733
Operating expenses	51,670	36,068
Operating income (loss)	20,746	17,665
Interest and debt expense	(11,450)	(7,557)
Income (loss) before income tax	9,296	10,108
Income tax expense	338	303
Income (loss) before earnings from consolidated subsidiaries	8,958	9,805
Net income	8,958	9,805
General partner's interest in net income	5,201	3,368
Limited partners' interest in net income	3,757	6,437
Issuer [Member]
Operating expenses	192	39
Operating income (loss)	(192)	(39)
Interest and debt expense	(10,105)	(7,507)
Income (loss) before income tax	(10,297)	(7,546)
Income (loss) before earnings from consolidated subsidiaries	(10,297)	(7,546)
Earnings (loss) from consolidated subsidiaries	19,255	17,351
Net income	8,958	9,805
General partner's interest in net income	5,201	3,368
Limited partners' interest in net income	3,757	6,437
Guarantor Subsidiaries [Member]
Operating revenues	58,142	53,733
Operating expenses	43,106	36,029
Operating income (loss)	15,036	17,704
Interest and debt expense	(72)	(50)
Income (loss) before income tax	14,964	17,654
Income tax expense	338	303
Income (loss) before earnings from consolidated subsidiaries	14,626	17,351
Net income	14,626	17,351
Limited partners' interest in net income	14,626	17,351
Non-Guarantor Subsidiaries [Member]
Operating revenues	14,274
Operating expenses	8,372
Operating income (loss)	5,902
Interest and debt expense	(1,273)
Income (loss) before income tax	4,629
Income (loss) before earnings from consolidated subsidiaries	4,629
Net income	4,629
Limited partners' interest in net income	4,629
Eliminations [Member]
Earnings (loss) from consolidated subsidiaries	(19,255)	(17,351)
Net income	(19,255)	(17,351)
Limited partners' interest in net income	$ (19,255)	$ (17,351)

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Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating revenues
Gathering revenues	$ 23,996	$ 11,837
Gathering revenues - related party	19,907	23,846
Processing revenues	4,048	1,196
Processing revenues - related party	5,682	6,771
Compression revenues	3,926
Product sales	14,857	10,083
Total operating revenues	72,416	53,733
Operating expenses
Product purchases	6,748	8,973
Product purchases - related party	6,757
Operations and maintenance	13,016	9,711
General and administrative	7,789	6,738
Depreciation, amortization and accretion	17,360	10,646
Total operating expenses	51,670	36,068
Operating income	20,746	17,665
Interest and debt expense	(11,450)	(7,557)
Income before income taxes	9,296	10,108
Income tax expense (benefit)	338	303
Net income	8,958	9,805
General partner's interest in net income	5,201	3,368
Limited partners' interest in net income	$ 3,757	$ 6,437
Basic income per unit:
Net income per limited partner unit	$ 0.07	$ 0.15
Diluted income per unit:
Net income per limited partner unit	$ 0.07	$ 0.15

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Equity Plan (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Employees And Employee Directors [Member]	Mar. 31, 2013 Non-Employee Directors [Member]	Mar. 31, 2013 Phantom And Restricted Units [Member]	Dec. 31, 2012 Phantom And Restricted Units [Member]	Mar. 31, 2013 Phantom And Restricted Units [Member] 2007 Equity Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested compensation cost					$ 6,000,000	$ 3,000,000
Compensation expense	597,000	493,000
Grants of units, estimated grant date fair value					$ 5,000,000
Award vesting period			3 years	1 year
Number of units available for issuance							343,737
Common units to satisfy employee tax withholding obligations	1,529	414

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Consolidated Statements Of Changes In Partners' Capital (USD $) In Thousands	Common [Member]	Class C Unitholders [Member]	Class D Unitholders [Member]	General Partner [Member]	Total
Partners' capital at Dec. 31, 2011	$ 286,945	$ 157,386		$ 11,292	$ 455,623
Issuance of units, net of offering costs	103,050				103,050
Contributions from partners				243,750	243,750
Net income	5,437	1,000		3,368	9,805
Equity-based compensation	493				493
Taxes paid for equity-based compensation vesting	(402)				(402)
Distributions to partners	(17,903)			(2,826)	(20,729)
Partners' capital at Mar. 31, 2012	377,620	158,386		255,584	791,590
Partners' capital at Dec. 31, 2012	442,348	159,908		257,353	859,609
Issuance of units, net of offering costs	103,101				103,101
Issuance of units			126,286	(126,286)
Net income	2,899	466	392	5,201	8,958
Equity-based compensation	597				597
Taxes paid for equity-based compensation vesting	(654)				(654)
Distributions to partners	(20,998)			(4,098)	(25,096)
Distribution to General Partner for additional interest in CMM				(129,000)	(129,000)
Partners' capital at Mar. 31, 2013	$ 527,293	$ 160,374	$ 126,678	$ 3,170	$ 817,515

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Net Income Per Limited Partner Unit And Distributions (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended		3 Months Ended				0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended	0 Months Ended
	Mar. 22, 2013	Mar. 19, 2013	Mar. 31, 2013	Jan. 08, 2013	Dec. 31, 2012	Mar. 26, 2012	Jan. 08, 2013 General Partner [Member]	Mar. 31, 2013 Class C Unitholders [Member]	Jan. 08, 2013 Class D Unitholders [Member]	Mar. 31, 2013 Class D Unitholders [Member]	Apr. 05, 2013 Subsequent Event [Member]
Distribution period			45 days
Distribution weighted average common unit price period								10 days		10 days
General partners units			1,112,674		979,614
General partners, additional units issued			136,128				133,060		6,190,469
Interests acquired				65.00%		35.00%
Public offering of common units	4,500,000	4,500,000									675,000
Public offering of common units, per share amount	$ 23.90	$ 23.90
Public offering of common units, per share amount net of underwriting discount	$ 23.00	$ 23.00
Net proceeds from public offering	$ 103.5	$ 103.5									$ 15.5
Period for which the underwriter had the option to purchase shares			30 days

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Organization And Description Of Business (Tables)

3 Months Ended

Mar. 31, 2013

Organization And Description Of Business [Abstract]

Schedule Of Ownership Interest

	Crestwood
	Holdings		Public		Total
General partner interest	1.8	%	—		1.8	%
Limited partner interests:
Common unitholders	32.4	%	43.4	%	75.8	%
Class C unitholders	0.2	%	12.0	%	12.2	%
Class D unitholder	10.2	%	—		10.2	%
Total	44.6	%	55.4	%	100.0	%

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Net Income Per Limited Partner Unit And Distributions (Allocation Of Net Income To General Partner And Limited Partners) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net Income Per Limited Partner Unit And Distributions [Abstract]
Net Income	$ 8,958	$ 9,805
GP's incentive distributions	(5,036)	(3,255)
Net income after incentive distributions	3,922	6,550
General Partner's interest in net income after incentive distributions	(165)	(113)
Limited Partners' interest in net income after distributions	$ 3,757	$ 6,437

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Net Income Per Limited Partner Unit And Distributions (Tables)

3 Months Ended

Mar. 31, 2013

Net Income Per Limited Partner Unit And Distributions [Abstract]

Allocation Of Net Income To General Partner And Limited Partners

		Three Months Ended
		March 31,
		2013			2012
Net income	$	8,958		$	9,805
General Partner's incentive distributions		(5,036	)		(3,255	)
Net income after incentive distributions		3,922			6,550
General Partner's interest in net income after incentive distributions		(165	)		(113	)
Limited Partners' interest in net income after distributions	$	3,757		$	6,437

Schedule Of Reconciliation Of Earnings Per Share

		Three Months Ended
		March 31,
		2013		2012
Limited partners' interest in net income	$	3,757	$	6,437
Weighted-average limited partner units—basic (1)		54,766		42,694
Effect of unvested phantom units		276		183
Weighted-average limited partner units—diluted (1)		55,042		42,877
Basic earnings per unit:
Net income per limited partner	$	0.07	$	0.15
Diluted earnings per unit:
Net income per limited partner	$	0.07	$	0.15

(1) Includes 12,902,110 Class C and Class D units for the three months ended March 31, 2013 and 6,716,730 Class C units for the three months ended March 31, 2012.

Schedule Of Distributions Made To Partners

				Distribution Paid
				Limited Partner						General Partner
							Paid-In-Kind		Paid-In-Kind	Cash paid			Paid-In-Kind Paid-In-Kind
							Value to		Value to	to General			Value to		Value to
	Attributable to the		Per Unit		Cash paid		Class C		Class D	Partner			Class C		Class D		Total		Total
Payment Date	Quarter Ended		Distribution		to common		unitholders	unitholder		and IDR			unitholder	unitholder			Cash		Distribution
2013
May 10, 2013	March 31, 2013	$	0.51	$	27.4	$	—	$	3.2	$	5.2	$	—	$	0.5	$	32.6	$	36.3
February 12, 2013	December 31, 2012	$	0.51	$	21.0	$	3.7		—	$	4.1	$	0.6		—	$	25.1	$	29.4
2012
November 9, 2012	September 30, 2012	$	0.51	$	21.0	$	3.5		—	$	4.1	$	0.6		—	$	25.1	$	29.2
August 10, 2012	June 30, 2012	$	0.50	$	20.6	$	3.4		—	$	3.7	$	0.5		—	$	24.3	$	28.2
May 11, 2012	March 31, 2012	$	0.50	$	18.2	$	3.4		—	$	3.3	$	0.5		—	$	21.5	$	25.4
February 10, 2012	December 31, 2011	$	0.49	$	17.9	$	3.2		—	$	2.8	$	0.5		—	$	20.7	$	24.4

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Organization And Description Of Business

3 Months Ended

Mar. 31, 2013

Organization And Description Of Business [Abstract]

Organization And Description Of Business

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

     Crestwood Midstream Partners LP (CMLP) is a publicly traded Delaware limited partnership formed for the purpose of acquiring and operating midstream assets. Crestwood Gas Services GP LLC, our general partner (General Partner), is owned by Crestwood Holdings Partners LLC and its affiliates (Crestwood Holdings). Our common units are listed on the New York Stock Exchange (NYSE) under the symbol "CMLP."

Organizational Structure

The following chart depicts our ownership structure as of March 31, 2013:

Our general partner and limited partner ownership interests as of March 31, 2013 is as follows:

	Crestwood
	Holdings		Public		Total
General partner interest	1.8	%	—		1.8	%
Limited partner interests:
Common unitholders	32.4	%	43.4	%	75.8	%
Class C unitholders	0.2	%	12.0	%	12.2	%
Class D unitholder	10.2	%	—		10.2	%
Total	44.6	%	55.4	%	100.0	%

See Note 4. Net Income Per Limited Partner Unit and Distributions for additional information concerning ownership interests.

Description of Business

     We are a growth-oriented midstream master limited partnership which owns and operates predominately fee-based gathering, processing, treating and compression assets servicing producers in the Marcellus Shale in northern West Virginia, the Barnett Shale in north Texas, the Fayetteville Shale in northwestern Arkansas, the Granite Wash in the Texas Panhandle, the Avalon Shale/Bone Spring in southeastern New Mexico and the Haynesville/Bossier Shale in western Louisiana.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 35	$ 111
Accounts receivable	24,317	21,636
Accounts receivable - related party	23,556	23,755
Insurance receivable	3,014	2,920
Prepaid expenses and other assets	1,257	1,941
Total current assets	52,179	50,363
Property, plant and equipment, net of accumulated depreciation of $[ ] in 2013 and $130,030 in 2012	950,889	939,846
Intangible assets, net of accumulated amortization of $18,334 in 2013 and $12,814 in 2012	495,860	501,380
Goodwill	95,031	95,031
Deferred financing costs, net	21,473	22,528
Other assets	1,375	1,321
Total assets	1,616,807	1,610,469
Current liabilities
Accrued additions to property, plant and equipment	7,626	9,213
Capital leases	3,776	3,862
Deferred revenue	2,426	2,634
Accounts payable - related party	3,639	3,088
Accounts payable, accrued expenses and other liabilities	37,687	29,717
Total current liabilities	55,154	48,514
Long-term debt	727,602	685,161
Long-term capital leases	2,314	3,161
Asset retirement obligations	14,222	14,024
Commitments and contingent liabilities (Note 7)
Partners' capital
General partner (1,112,674 and 979,614 units issued and outstanding at March 31, 2013 and December 31, 2012)	3,170	257,353
Total partners' capital	817,515	859,609
Total liabilities and partners' capital	1,616,807	1,610,469
Common [Member]
Partners' capital
Limited partners' capital	527,293	442,348
Class C Unitholders [Member]
Partners' capital
Limited partners' capital	160,374	159,908
Class D Unitholders [Member]
Partners' capital
Limited partners' capital	$ 126,678

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Partners' Capital

3 Months Ended

Mar. 31, 2013

Partners' Capital [Abstract]

Partners' Capital

11. PARTNERS' CAPITAL

     On March 22, 2013, we completed a public offering of 4,500,000 common units, representing limited partner interests in us at a price of $23.90 per common unit ($23.00 per common unit, net of underwriting discounts) providing net proceeds of approximately $103.5 million. We granted the underwriters a 30 day option to purchase up to 675,000 additional common units if the underwriters sold more than 4,500,000 common units in the offering. The underwriters exercised this option on April 5, 2013, providing net proceeds of approximately $15.5 million. The net proceeds from these transactions were used to reduce indebtedness under each of the CMM and CMLP Credit Facilities. In connection with the issuance of the common units, our General Partner did not make an additional capital contribution to us resulting in a reduction in their general partner interest in us to approximately 1.8% at March 31, 2013.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 29, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013
Entity Registrant Name	Crestwood Midstream Partners LP
Entity Central Index Key	0001389030
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		53,764,924

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Segment Information

3 Months Ended

Mar. 31, 2013

Segment Information [Abstract]

Segment Information

12. SEGMENT INFORMATION

     We conduct our operations in the midstream sector with eight operating segments, four of which are reportable segments. These operating segments reflect the way we internally report the financial information used to make decisions and allocate resources in connection with our operations. We evaluate the performance of our operating segments based on EBITDA, which represents operating income plus depreciation, amortization and accretion expense and income tax expense.

     Our reportable segments reflect the primary geographic areas in which we operate and consist of Marcellus, Barnett, Fayetteville and Granite Wash, all of which are located within the United States. Our reportable segments are engaged in the gathering, processing, treating, compression, transportation and sales of natural gas and delivery of NGLs. Our Other operating segment consists of those operating segments or reporting units that did not meet quantitative reporting thresholds.

     For the three months ended March 31, 2013 and 2012, one of our customers in the Barnett segment, which is a related party, accounted for approximately 35% and 57% of our total revenues in the Barnett segment. In our Marcellus segment, one customer accounted for approximately 20% of our revenues for the three months ended March 31, 2013. In addition, in our Fayetteville segment, one customer accounted for approximately 10% of our total revenues for the three months ended March 31, 2012.

The following table is a reconciliation of net income to EBITDA (In thousands):

		Three Months Ended
		March,
		2013		2012
Net income	$	8,958	$	9,805
Add:
Interest and debt expense		11,450		7,557
Income tax expense		338		303
Depreciation, amortization and accretion expense		17,360		10,646
EBITDA	$	38,106	$	28,311

     The following tables summarize the reportable segment data for the three months ended March 31, 2013 and 2012 (In thousands):

						Three Months Ended March 31, 2013
								Granite
		Marcellus		Barnett		Fayetteville		Wash		Other		Corporate			Total
Operating revenues	$	14,274	$	9,396	$	7,253	$	13,414	$	2,490	$	—		$	46,827
Operating revenues—related party		—		25,154		—		435		—		—			25,589
Product purchases		—		255		293		5,450		750		—			6,748
Product purchases – related party		—		—		—		6,757		—		—			6,757
Operations and maintenance expense		2,397		7,255		2,134		608		622		—			13,016
General and administrative
expense		—		—		—		—		—		7,789			7,789
EBITDA	$	11,877	$	27,040	$	4,826	$	1,034	$	1,118	$	(7,789	)	$	38,106
Goodwill	$	—	$	—	$	76,767	$	14,211	$	4,053	$	—		$	95,031
Total assets	$	513,787	$	614,290	$	299,784	$	80,880	$	84,572	$	23,494		$	1,616,807
Capital expenditures	$	12,025	$	5,559	$	956	$	919	$	4,473	$	341		$	24,273

						Three Months Ended March 31, 2012
								Granite
		Marcellus		Barnett		Fayetteville		Wash		Other		Corporate			Total
Operating revenues	$	—	$	3,327	$	6,864	$	9,597	$	3,328	$	—		$	23,116
Operating revenues—related party		—		30,617		—		—		—		—			30,617
Product purchases		—		—		83		8,300		590		—			8,973
Operations and maintenance expense		—		6,131		2,313		517		750		—			9,711
General and administrative
expense		—		—		—		—		—		6,738			6,738
EBITDA	$	—	$	27,813	$	4,468	$	780	$	1,988	$	(6,738	)	$	28,311
Goodwill	$	—	$	—	$	76,767	$	16,861	$	—	$	—		$	93,628
Total assets	$	415,774	$	539,073	$	307,765	$	77,960	$	83,009	$	17,282		$	1,440,863
Capital expenditures	$	—	$	1,866	$	8,146	$	1,288	$	1,447	$	142		$	12,889

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Property, plant and equipment, accumulated depreciation	$ 141,517	$ 130,030
Intangible assets, accumulated amortization	$ 18,334	$ 12,814
General partner units issued	1,112,674	979,614
General partner units outstanding	1,112,674	979,614
Common [Member]
Common units issued	45,740,110	41,164,737
Common units outstanding	45,740,110	41,164,737
Class C Unitholders [Member]
Common units issued	7,349,814	7,165,819
Common units outstanding	7,349,814	7,165,819
Class D Unitholders [Member]
Common units issued	6,190,469
Common units outstanding	6,190,469

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Accounts Payable, Accrued Expenses And Other Liabilities

3 Months Ended

Mar. 31, 2013

Accounts Payable, Accrued Expenses And Other Liabilities [Abstract]

Accounts Payable, Accrued Expenses And Other Liabilities

6. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITES

Accounts payable, accrued expenses and other liabilities consist of the following (In thousands):

		March 31,		December 31,
		2013		2012
Accrued expenses	$	5,952	$	9,608
Accrued property taxes		2,789		5,638
Accrued product purchases payable		2,405		2,450
Tax payable		2,480		2,159
Interest payable		14,336		7,505
Accounts payable		9,715		2,278
Other		10		79
Total accounts payable, accrued expenses and other liabilities	$	37,687	$	29,717

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Financial Instruments

3 Months Ended

Mar. 31, 2013

Financial Instruments [Abstract]

Financial Instruments

5. FINANCIAL INSTRUMENTS Fair Values

     We separate the fair values of our financial instruments into three levels (Levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Our assessment and classification of an instrument within a level can change over time based on the maturity or liquidity of the instrument and would be reflected at the end of the period in which the change occurs. At March 31, 2013 and December 31, 2012, there have been no changes to the inputs and valuation techniques used to measure fair value, the types of instruments, or the levels in which they are classified.

     Cash and Cash Equivalents, Accounts Receivable and Accounts Payable. As of March 31, 2013 and December 31, 2012, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent fair value based on the short-term nature of these instruments.

     Credit Facilities. The fair value of our credit facilities approximates their carrying amounts as of March 31, 2013 and December 31, 2012 due primarily to the variable nature of the interest rate of the instrument, which is considered a Level 2 fair value measurement.

     Senior Notes. We estimated the fair value of our 7.75% Senior Notes due April 2019 (Senior Notes) (representing a Level 2 fair value measurement) primarily based on quoted market prices for the same or similar issuances. The following table reflects the carrying value and fair value of our Senior Notes (In millions):

		March 31,				December 31,
		2013				2012
		Carrying	Fair			Carrying	Fair
		Amount	Value			Amount	Value
Senior Notes	$	351	$	362	$	351	$	365

Debt

Our long-term debt consists of the following (In thousands):

		March 31,		December 31,
		2013		2012
CMM Credit Facility, due March 2017	$	83,000	$	127,000
CMLP Credit Facility, due November 2017		293,200		206,700
Senior Notes, due April 2019		350,000		350,000
		726,200		683,700
Plus: Unamortized premium on Senior Notes		1,402		1,461
Total long-term debt	$	727,602	$	685,161

Credit Facilities

     CMM Credit Facility. The CMM credit agreement, dated March 26, 2012 (CMM Credit Facility) allows for revolving loans, letters of credit and swingline loans in an aggregate principal amount of up to $200 million. The CMM Credit Facility is secured by substantially all of CMM's assets.

     Borrowings under the CMM Credit Facility bear interest the London Interbank Offered Rate (LIBOR) plus an applicable margin or base rate as defined in the CMM Credit Facility. Under the terms of the CMM Credit Facility, the applicable margin under LIBOR was 2.3% and 2.5% at March 31, 2013 and December 31, 2012. The weighted-average interest rate as of March 31, 2013 and December 31, 2012 was 2.8%. Based on our results through March 31, 2013, our remaining available capacity under the CMM Credit Facility was $113 million. For the three months ended March 31, 2013, our average and maximum outstanding borrowings were approximately $123 million and $130 million.

The CMM Credit Facility requires CMM to maintain:

• a ratio of trailing 12-month EBITDA (as defined in the CMM Credit Facility) to net interest expense of not less than 2.0 to 1.0; and

• a ratio of total indebtedness to trailing 12-month EBITDA (as defined in the CMM Credit Facility) of not more than 4.5 to 1.0, or not more than 5.0 to 1.0 for up to nine months following certain acquisitions.

     CMLP Credit Facility. Our amended and restated senior secured credit agreement, dated November 16, 2012 (CMLP Credit Facility), allows for revolving loans, letters of credit and swingline loans in an aggregate amount of up to $550 million. The CMLP Credit Facility is secured by substantially all of CMLP's assets and those of certain of its subsidiaries. As of March 31, 2013, the CMLP Credit Facility is guaranteed by our 100% owned subsidiaries except for CMM and its consolidated subsidiaries.

     Borrowings under the CMLP Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the CMLP Credit Facility. Under the terms of the CMLP Credit Facility, the applicable margin under LIBOR borrowings was 2.5% at March 31, 2013 and December 31, 2012. The weighted-average interest rate as of March 31, 2013 and December 31, 2012 was 2.8%. Based on our results through March 31, 2013, our remaining available capacity under the CMLP Credit Facility was $179 million. For the three months ended March 31, 2013, our average and maximum outstanding borrowings were $336 million and $373 million.

Our CMLP Credit Facility requires us to maintain:

• a ratio of our consolidated trailing 12-month EBITDA (as defined in the CMLP Credit Facility) to our net interest expense of not less than 2.5 to 1.0; and

• a ratio of total indebtedness to consolidated trailing 12-month EBITDA (as defined in the CMLP Credit Facility) of not more than 5.0 to 1.0, or not more than 5.5 to 1.0 for up to nine months following certain acquisitions.

As of March 31, 2013, we were in compliance with the financial covenants under each of the CMM and CMLP Credit Facilities.

     Our credit facilities contain restrictive covenants that prohibit the declaration or payment of distributions by us if a default then exists or would result therefrom, and otherwise limits the amount of distributions that we can make. An event of default may result in the acceleration of our repayment of outstanding borrowings under our credit facilities, the termination of our credit facilities and foreclosure on collateral.

Senior Notes

     In November 2012, we issued an additional $150 million aggregate principal amount of 7.75% Senior Notes in a private placement offering. These notes were issued as additional notes under the indenture dated April 1, 2011 among us, Crestwood Midstream Finance Corporation, the guarantors names therein, and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which we previously issued our $200 million aggregate principal amount of 7.75% Senior Notes in April 2011. On March 28, 2013, we filed a registration statement on Form S-4 with the SEC related to these notes. Our Senior Notes require us to maintain a ratio of our consolidated trailing 12-month EBITDA (as defined in the indenture governing the Senior Notes) to fixed charges of at least 1.75 to 1.0. As of March 31, 2013, we were in compliance with this covenant. For additional information regarding our Senior Notes, see our 2012 Annual Report on Form 10-K.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2013

Antero Acquisition [Member]

Schedule Of Purchase Price Allocation

Purchase price:
Cash	$	381,718
Total purchase price	$	381,718
Purchase price allocation:
Property, plant and equipment	$	90,562
Intangible assets		291,218
Total assets	$	381,780
Asset retirement obligation	$	62
Total liabilities	$	62
Total	$	381,718

EMAC Acquisition [Member]

Schedule Of Purchase Price Allocation

Purchase price:
Cash	$	95,000
Total purchase price	$	95,000
Preliminary purchase price allocation:
Property, plant and equipment	$	45,938
Intangible assets		49,817
Total assets	$	95,755
Asset retirement obligation	$	755
Total liabilities	$	755
Total	$	95,000

Devon Acquisition [Member]

Schedule Of Purchase Price Allocation

Purchase price:
Cash	$	87,247
Total purchase price	$	87,247
Preliminary purchase price allocation:
Property, plant and equipment	$	41,555
Intangible assets		46,959
Total assets	$	88,514
Asset retirement obligation	$	540
Property tax liability		527
Environmental liability		200
Total liabilities	$	1,267
Total	$	87,247

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Condensed Consolidating Financial Statements

3 Months Ended

Mar. 31, 2013

Condensed Consolidating Financial Statements [Abstract]

Condensed Consolidating Financial Statements

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

     The CMLP Credit Facility and our Senior Notes are fully and unconditionally guaranteed, jointly and severally, by CMLP's present and future direct and indirect 100% owned subsidiaries (the Guarantor Subsidiaries), except for CMM and its consolidated subsidiaries (the Non-Guarantor Subsidiaries). CMLP (Issuer) issued the Senior Notes together with Crestwood Midstream Finance Corporation (Co-Issuer). The Co-Issuer is our 100% owned subsidiary and has no material assets, operations, revenues or cash flows other than those related to its service as co-issuer of our Senior Notes. Accordingly, it has no ability to service obligations on our debt securities.

     The following reflects condensed consolidating financial information of the Issuer, Co-Issuer, Guarantor Subsidiaries, Non-Guarantor Subsidiaries, eliminating entries to combine the entities and our consolidated results as of March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012.

							For the Three Months Ended March 31, 2013
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries			Eliminations			Consolidated
			(In thousands)
Operating revenues	$	—		$	—	$	58,142		$	14,274		$	—		$	72,416
Operating expenses		192			—		43,106			8,372			—			51,670
Operating income (loss)		(192	)		—		15,036			5,902			—			20,746
Interest and debt expense		(10,105	)		—		(72	)		(1,273	)		—			(11,450	)
Income (loss) before income tax		(10,297	)		—		14,964			4,629			—			9,296
Income tax expense		—			—		338			—			—			338
Income (loss) before earnings from consolidated
subsidiaries		(10,297	)		—		14,626			4,629			—			8,958
Earnings (loss) from consolidated subsidiaries		19,255			—		—			—			(19,255	)		—
Net income (loss)		8,958			—		14,626			4,629			(19,255	)		8,958
General partner's interest in net income		5,201			—		—			—			—			5,201
Limited partner's interest in net income (loss)	$	3,757		$	—	$	14,626		$	4,629		$	(19,255	)	$	3,757

							For the Three Months Ended March 31, 2012
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries		Eliminations			Consolidated
							(In thousands)
Operating revenues	$	—		$	—	$	53,733		$	—	$	—		$	53,733
Operating expenses		39			—		36,029			—		—			36,068
Operating income (loss)		(39	)		—		17,704			—		—			17,665
Interest and debt expense		(7,507	)		—		(50	)		—		—			(7,557	)
Income (loss) before income tax		(7,546	)		—		17,654			—		—			10,108
Income tax expense		—			—		303			—		—			303
Income (loss) before earnings from consolidated
subsidiaries		(7,546	)		—		17,351			—		—			9,805
Earnings (loss) from consolidated subsidiaries		17,351			—		—			—		(17,351	)		—
Net income (loss)		9,805			—		17,351			—		(17,351	)		9,805
General partner's interest in net income		3,368			—		—			—		—			3,368
Limited partner's interest in net income (loss)	$	6,437		$	—	$	17,351		$	—		(17,351	)	$	6,437

						As of March 31, 2013
						Guarantor	Non-Guarantor
		Issuer		Co-Issuer		Subsidiaries	Subsidiaries			Eliminations			Consolidated
						(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	9	$	—	$	—	$	26	$	—		$	35
Accounts receivable		577		—		17,169		6,571		—			24,317
Accounts receivable - related party		434,336		1		21,001		—		(431,782	)		23,556
Insurance receivable		—		—		3,014		—		—			3,014
Prepaid expenses and other		430		—		823		4		—			1,257
Total current assets		435,352		1		42,007		6,601		(431,782	)		52,179
Investment in consolidated affiliates		1,029,572		—		—		—		(1,029,572	)		—
Property, plant and equipment – net		3,292		—		781,358		166,239		—			950,889
Intangible assets – net		—		—		159,975		335,885		—			495,860
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		16,411		—		—		5,062		—			21,473
Other assets		220		—		1,155		—		—			1,375
Total assets	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807
LIABILITIES AND PARTNERS'
CAPITAL/MEMBERS' EQUITY
Current liabilities
Accrued additions to property, plant and
equipment	$	8	$	—	$	2,007	$	5,611	$	—		$	7,626
Capital leases		415		—		3,361		—		—			3,776
Deferred revenue		—		—		—		2,426		—			2,426
Accounts payable - related party		1,344		—		433,963		114		(431,782	)		3,639
Accounts payable, accrued expenses and other
liabilities		20,097		—		8,251		9,339		—			37,687
Total current liabilities		21,864		—		447,582		17,490		(431,782	)		55,154
Long-term debt		644,602		—		—		83,000		—			727,602
Long-term capital leases		866		—		1,448		—		—			2,314
Asset retirement obligations		—		—		13,374		848		—			14,222
Partners'/members' equity		817,515		1		617,122		412,449		(1,029,572	)		817,515
Total liabilities and partners'
capital/members' equity	$	1,484,847	$	1	$	1,079,526	$	513,787	$	(1,461,354	)	$	1,616,807

						As of December 31, 2012
						Guarantor	Non-Guarantor
		Issuer		Co-Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated
						(In thousands)
ASSETS
Current assets
Cash and cash equivalents	$	21	$	—	$	—	$	90	$	—		$	111
Accounts receivable		608		—		14,515		6,513		—			21,636
Accounts receivable - related party		366,405		1		22,587		—		(365,238	)		23,755
Insurance receivable		—		—		2,920		—		—			2,920
Prepaid expenses and other		584		—		1,357		—		—			1,941
Total current assets		367,618		1		41,379		6,603		(365,238	)		50,363
Investment in consolidated affiliates		1,041,936		—		—		—		(1,041,936	)		—
Property, plant and equipment – net		8,519		—		775,852		155,475		—			939,846
Intangible assets – net		—		—		163,021		338,359		—			501,380
Goodwill		—		—		95,031		—		—			95,031
Deferred financing costs, net		17,149		—		—		5,379		—			22,528
Other assets		20		—		1,301		—		—			1,321
Total assets	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469
LIABILITIES AND PARTNERS'
CAPITAL/MEMBERS' EQUITY
Current liabilities
Accrued additions to property, plant and
equipment	$	—	$	—	$	3,829	$	5,384	$	—		$	9,213
Capital leases		429		—		3,433		—		—			3,862
Deferred revenue		—		—		—		2,634		—			2,634
Accounts payable - related party		536		—		367,682		108		(365,238	)		3,088
Accounts payable, accrued expenses and other
liabilities		15,547		—		11,876		2,294		—			29,717
Total current liabilities		16,512		—		386,820		10,420		(365,238	)		48,514
Long-term debt		558,161		—		—		127,000		—			685,161
Long-term capital leases		960		—		2,201		—		—			3,161
Asset retirement obligations		—		—		13,188		836		—			14,024
Partners'/members' equity		859,609		1		674,375		367,560		(1,041,936	)		859,609
Total liabilities and partners'
capital/members' equity	$	1,435,242	$	1	$	1,076,584	$	505,816	$	(1,407,174	)	$	1,610,469

							For the Three Months Ended March 31, 2013
							Guarantor		Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries		Subsidiaries			Eliminations			Consolidated
									(In thousands)
Net cash provided by (used in)
operating activities	$	(5,784	)	$	—	$	33,857	$	15,701		$	(9,740	)	$	34,034
Investing activities:
Capital expenditures		(341	)		—		(11,907	)	(12,025	)		—			(24,273	)
Capital contribution to
consolidated affiliate		(50,000	)		—		—		—			50,000			—
Change in advances to
affiliates, net		20,398			—		—		—			(20,398	)		—
Net cash provided by (used in)
investing activities		(29,943	)		—		(11,907	)	(12,025	)		29,602			(24,273	)
Financing activities:
Proceeds from credit
facilities		183,500			—		—		16,000			—			199,500
Repayments of credit
facilities		(97,000	)		—		—		(60,000	)		—			(157,000	)
Payments on capital leases		(107	)		—		(898	)	—			—			(1,005	)
Deferred financing costs paid		(82	)		—		—		—			—			(82	)
Proceeds from issuance of
common units, net		103,500			—		—		—			—			103,500
Contributions received		—			—		—		50,000			(50,000	)		—
Distributions to General
Partner for additional
interest in CMM		(129,000	)		—		—		—			—			(129,000	)
Distributions paid		(25,096	)						(9,740	)		9,740			(25,096	)
Change in advances from
affiliates, net		—			—		(20,398	)	—			20,398			—
Taxes paid for equity-based
compensation vesting		—			—		(654	)	—			—			(654	)
Net cash provided by (used in)
financing activities		35,715			—		(21,950	)	(3,740	)		(19,862	)		(9,837	)
Change in cash and cash equivalents		(12	)		—		—		(64	)		—			(76	)
Cash and cash equivalents at
beginning of period		21			—		—		90			—			111
Cash and cash equivalents at end of
period	$	9		$	—	$	—	$	26		$	—		$	35

							For the Three Months Ended March 31, 2012
							Guarantor			Non-Guarantor
		Issuer			Co-Issuer		Subsidiaries			Subsidiaries			Eliminations			Consolidated
									(In thousands)
Net cash provided by (used in) operating
activities	$	(4,434	)	$	—	$	26,587		$	—		$	—		$	22,153
Investing activities:
Acquisitions, net of cash
acquired		—			—		—			(376,805	)		—			(376,805	)
Capital expenditures		(142	)		—		(12,747	)		—			—			(12,889	)
Acquisition of interests in CMM		(131,250	)		—		—			—			131,250			—
Change in advances to affiliates,
net		12,772			—		—			—			(12,772	)		—
Net cash provided by (used in) investing
activities		(118,620	)		—		(12,747	)		(376,805	)		118,478			(389,694	)
Financing activities:
Proceeds from credit facilities		182,000			—		—			10,000			—			192,000
Repayments of credit facilities		(141,250	)		—		—			—			—			(141,250	)
Payments on capital leases		—			—		(666	)		—			—			(666	)
Deferred financing costs paid		—			—		—			(6,314	)		—			(6,314	)
Proceeds from issuance of
common units, net		103,050			—		—			—			—			103,050
Contributions received		—			—		—			375,000			(131,250	)		243,750
Distributions paid		(20,729	)		—		—			—			—			(20,729	)
Change in advances from
affiliate, net		—			—		(12,772	)		—			12,772			—
Taxes paid for equity-based
compensation vesting		—			—		(402	)		—			—			(402	)
Net cash provided by (used in) financing
activities		123,071			—		(13,840	)		378,686			(118,478	)		369,439
Change in cash and cash equivalents		17			—		—			1,881			—			1,898
Cash and cash equivalents at beginning
of period		797			—		—			—			—			797
Cash and cash equivalents at end of
period	$	814		$	—	$	—		$	1,881		$	—		$	2,695

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Equity Plan

3 Months Ended

Mar. 31, 2013

Equity Plan [Abstract]

Equity Plan

9. EQUITY PLAN

     Awards of phantom and restricted units have been granted under our Fourth Amended and Restated 2007 Equity Plan (2007 Equity Plan). The following table summarizes information regarding phantom and restricted unit activity during the three months ended March 31, 2013:

	Payable In Cash				Payable In Units
				Weighted-				Weighted-
				Average Grant				Average Grant
				Date Fair				Date Fair
	Units			Value	Units			Value
Unvested—January 1, 2013	8,312		$	26.45	221,992		$	28.35
Vested—phantom units	—			—	(70,229	)	$	28.74
Vested—restricted units	—			—	(4,681	)	$	29.20
Granted—phantom units	—			—	161,807		$	24.33
Granted—restricted units	—			—	25,900		$	24.80
Canceled—phantom units	(156	)	$	24.14	(4,897	)	$	30.16
Unvested—March 31, 2013	8,156		$	26.49	329,892		$	25.98

     As of March 31, 2013 and December 31, 2012, we had total unamortized compensation expense of approximately $6 million and $3 million related to phantom and restricted units, which we expect will be amortized over three years (the original vesting period of these instruments), except for grants to non-employee directors of our General Partner which vest over one year. We recognized compensation expense of approximately $0.6 million and $0.5 million during the three months ended March 31, 2013 and 2012, included in operating expenses on our consolidated statements of income. We granted phantom and restricted units with a grant date fair value of approximately $5 million during the three months ended March 31, 2013. As of March 31, 2013, we had 343,737 units available for issuance under the 2007 Equity Plan.

     Under the 2007 Equity Plan, participants who have been granted restricted units may elect to have us withhold common units to satisfy minimum statutory tax withholding obligations arising in connection with the vesting of non-vested common units. Any such common units withheld are returned to the 2007 Equity Plan on the applicable vesting dates, which correspond to the times at which income is recognized by the employee. When we withhold these common units, we are required to remit to the appropriate taxing authorities the fair value of the units withheld as of the vesting date. The number of units withheld is determined based on the closing price per common unit as reported on the NYSE on such dates. During the three months ended March 31, 2013 and 2012, we withheld 1,529 common units and 414 common units to satisfy employee tax withholding obligations. The withholding of common units by us could be deemed a purchase of the common units.

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Commitments And Contingent Liabilities

3 Months Ended

Mar. 31, 2013

Commitments And Contingent Liabilities [Abstract]

Commitments And Contingent Liabilities

7. COMMITMENTS AND CONTINGENT LIABILITIES

Legal Proceedings

     From time to time, we are party to certain legal or administrative proceedings that arise in the ordinary course and are incidental to our business. There are currently no such pending proceedings to which we are a party that our management believes will have a material adverse effect on our results of operations, cash flows or financial condition. However, future events or circumstances, currently unknown to management, will determine whether the resolution of any litigation or claims will ultimately have a material effect on our results of operations, cash flows or financial condition in any future reporting periods. As of March 31, 2013, we had no amounts accrued for our legal proceedings. At December 31, 2012, we had less than $0.1 million accrued for our legal proceedings.

Regulatory Compliance

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

Environmental Compliance

     Our operations are subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. We are subject to laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures. At March 31, 2013 and December 31, 2012, we had accrued approximately $0.2 million for environmental matters, which is based on our undiscounted estimate of amounts we will spend on environmental compliance and remediation. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures could range from approximately $0.2 million to $0.3 million.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

8. INCOME TAXES

     No provision for federal or state income taxes is included in our results of operations as such income is taxable directly to the partners. Accordingly, each partner is responsible for its share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

     We are subject to Texas Margin tax and our current tax liability will be assessed based on 0.7% of the gross revenue apportioned to Texas. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax. See our 2012 Annual Report on Form 10-K for more information about our income taxes.

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Transactions With Related Parties

3 Months Ended

Mar. 31, 2013

Transactions With Related Parties [Abstract]

Transactions With Related Parties

10. TRANSACTIONS WITH RELATED PARTIES

     We enter into transactions with our affiliates within the ordinary course of business. For a further discussion of our affiliated transactions, see our 2012 Annual Report on Form 10-K. The following table shows revenues and expenses from our affiliates for the three months ended March 31, 2013 and 2012. Reimbursements from our affiliates were less than $1 million for the three months ended March 31, 2013 and 2012.

		2013		2012
		(In millions)
Operating revenues	$	26	$	31
Operating expenses		13		5

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Acquisitions (Schedule Of Purchase Price Allocation) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Antero Acquisition [Member]
Business Acquisition [Line Items]
Cash	$ 381,718
Total purchase price	381,718
Property, plant and equipment	90,562
Intangible assets	291,218
Total assets	381,780
Asset Retirement Obligations	62
Total liabilities	62
Total	381,718
EMAC Acquisition [Member]
Business Acquisition [Line Items]
Cash	95,000
Total purchase price	95,000
Property, plant and equipment	45,938
Intangible assets	49,817
Total assets	95,755
Asset Retirement Obligations	755
Total liabilities	755
Total	95,000
Devon Acquisition [Member]
Business Acquisition [Line Items]
Cash	87,247
Total purchase price	87,247
Property, plant and equipment	41,555
Intangible assets	46,959
Total assets	88,514
Asset Retirement Obligations	540
Property tax liability	527
Environmental liability	200
Total liabilities	1,267
Total	$ 87,247

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Segment Information (Reconciliation Of Net Income To EBITDA) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Information [Abstract]
Net Income	$ 8,958	$ 9,805
Interest and debt expense	11,450	7,557
Income tax expense (benefit)	338	303
Depreciation, amortization and accretion expense	17,360	10,646
EBITDA	$ 38,106	$ 28,311

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Basis Of Presentation And Summary Of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2013

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation

Basis of Presentation

     We prepared this Quarterly Report on Form 10-Q under the rules and regulations of the SEC and in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim consolidated financial statements. Accordingly, they do not include all of the disclosures required by GAAP.

     On March 26, 2012, Crestwood Holdings contributed approximately $244 million for a 65% membership interest in Crestwood Marcellus Midstream LLC (CMM) and we contributed approximately $131 million for a 35% membership interest in CMM. On January 8, 2013, we acquired Crestwood Holdings' 65% membership interest in CMM and as a result, we now own 100% of CMM and have the ability to control the operating and financial decisions of CMM. We accounted for this transaction as a reorganization of entities under common control and the accounting standards related to such transactions require us to retroactively adjust our historical results. Accordingly, the consolidated balance sheets reflect the historical carrying value of CMM's assets and liabilities. Earnings related to the recast of our historical results due to the acquisition of the 65% membership interest in CMM were allocated to the General Partner. As a result, there was no impact to our basic or diluted earnings per limited partner unit. We funded the purchase price for the 65% membership interest in CMM of approximately $258 million through $129 million of borrowings under our CMLP credit facility, the issuance of 6,190,469 Class D units, representing limited partner interests in us to Crestwood Holdings, and the issuance of 133,060 general partner units to our General Partner. For accounting purposes, because of the consolidation of CMM, we reflected the $129 million cash paid to acquire the 65% interest in CMM and the issuance of Class D units as a reduction of our General Partner's capital.

     You should read this Quarterly Report on Form 10-Q along with our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, and our 8-K filed with the SEC on March 18, 2013. The financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 are unaudited. The consolidated balance sheet as of December 31, 2012, was derived from the audited balance sheet filed in our Form 8-K filed with the SEC on March 18, 2013. In management's opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Information for interim periods may not be indicative of our operating results for the entire year. Our disclosures in this Form 10-Q are an update to those provided in our 2012 Annual Report on Form 10-K and our 8-K filed with the SEC on March 18, 2013.

Revenues

Revenues

     Our revenues are generated from the gathering, compression and processing of natural gas from producers predominately under fee-based contracts. Our gathering revenues relate to contracts pursuant to which we both transport and compress natural gas based on the volumes that flow through our systems and are not directly dependent on commodity prices. Compression revenues relate to contracts under which we solely provide compression services or contracts under which we charge a compression services fee that is separate from other services provided under the contracts. For the three months ended March 31, 2013, our compression revenues were entirely comprised of services provided under contracts obtained in the E. Marcellus Asset Company, LLC (EMAC) acquisition (See Note 3). Under our processing contracts, raw natural gas is gathered, processed and sold at published index prices. Producers are paid based on an agreed percentage of the residue gas and NGLs multiplied by index prices or the actual sale prices.

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Accounts Payable, Accrued Expenses And Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Accounts Payable, Accrued Expenses And Other Liabilities [Abstract]

Schedule Of Accounts Payable And Other Liabilities

		March 31,		December 31,
		2013		2012
Accrued expenses	$	5,952	$	9,608
Accrued property taxes		2,789		5,638
Accrued product purchases payable		2,405		2,450
Tax payable		2,480		2,159
Interest payable		14,336		7,505
Accounts payable		9,715		2,278
Other		10		79
Total accounts payable, accrued expenses and other liabilities	$	37,687	$	29,717

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Partners' Capital (Narrative) (Details) (USD $)	0 Months Ended		3 Months Ended				0 Months Ended		3 Months Ended
	Mar. 22, 2013	Mar. 19, 2013	Mar. 31, 2013	Mar. 31, 2012	Jan. 08, 2013	Mar. 26, 2012	Apr. 05, 2013 Subsequent Event [Member]	Jan. 08, 2013 Class D Unitholders [Member]	Mar. 31, 2013 Class D Unitholders [Member]
Class of Stock [Line Items]
Public offering of common units	4,500,000	4,500,000					675,000
Public offering of common units, per share amount	$ 23.90	$ 23.90
Public offering of common units, per share amount net of underwriting discount	$ 23.00	$ 23.00
Net proceeds from public offering	$ 103,500,000	$ 103,500,000					$ 15,500,000
General partner interest			1.80%
Contributions from partners				$ 243,750,000
General partners, additional units issued			136,128					6,190,469
Interests acquired					65.00%	35.00%
Distribution Weighted Average Common Unit Price Period									10 days

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Financial Instruments (Schedule Of Debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Senior Notes, due April 2019	$ 350,000	$ 350,000
Long-term debt, gross	726,200	683,700
Plus: Unamortized premium on Senior Notes	1,402	1,461
Total long-term debt	727,602	685,161
CMM Credit Facility, Due March 2017 [Member]
Debt Instrument [Line Items]
Credit facility used for acquisition	83,000	127,000
CMLP Credit Facility, Due November 2017 [Member]
Debt Instrument [Line Items]
Credit facility used for acquisition	$ 293,200	$ 206,700

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities
Net income	$ 8,958	$ 9,805
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	17,360	10,646
Equity-based compensation	597	493
Other non-cash income items	1,142	1,302
Changes in assets and liabilities:
Accounts receivable	(2,681)	(2,111)
Accounts receivable - related party	199	4,092
Insurance receivable	(94)
Prepaid expenses and other assets	630	715
Accounts payable - related party	551	456
Accounts payable, accrued expenses and other liabilities	7,372	(3,245)
Net cash provided by operating activities	34,034	22,153
Cash flows from investing activities
Acquisitions, net of cash acquired		(376,805)
Capital expenditures	(24,273)	(12,889)
Net cash used in investing activities	(24,273)	(389,694)
Cash flows from financing activities
Proceeds from credit facility	199,500	192,000
Repayment of credit facility	(157,000)	(141,250)
Payments on capital leases	(1,005)	(666)
Deferred financing costs paid	(82)	(6,314)
Proceeds from issuance of common units, net	103,500	103,050
Contributions from partners		243,750
Distribution to General Partner for additional interest in CMM	(129,000)
Distributions to partners	(25,096)	(20,729)
Taxes paid for equity-based compensation vesting	(654)	(402)
Net cash provided by financing activities	(9,837)	369,439
Change in cash and cash equivalents	(76)	1,898
Cash and cash equivalents at beginning of period	111	797
Cash and cash equivalents at end of period	$ 35	$ 2,695

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Net Income Per Limited Partner Unit And Distributions

3 Months Ended

Mar. 31, 2013

Net Income Per Limited Partner Unit And Distributions [Abstract]

Net Income Per Limited Partner Unit And Distributions

4. NET INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS

     Earnings Per Limited Partner Unit. Our net income is allocated to the General Partner and the limited partners, in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the General Partner. To the extent cash distributions exceed net income, the excess distributions are allocated proportionately to all participating units outstanding based on their respective ownership percentages. Basic earnings per unit are computed by dividing net income attributable to limited partner unitholders by the weighted-average number of limited partner units outstanding during each period. Diluted earnings per unit are computed using the treasury stock method, which considers the impact to net income and limited partner units from the potential issuance of limited partner units.

     The tables below show the (i) allocation of net income attributable to limited partners and the (ii) net income per limited partner unit based on the number of basic and diluted limited partner units outstanding for the three months ended March 31, 2013 and 2012.

Allocation of Net Income to General Partner and Limited Partners

		Three Months Ended
		March 31,
		2013			2012
Net income	$	8,958		$	9,805
General Partner's incentive distributions		(5,036	)		(3,255	)
Net income after incentive distributions		3,922			6,550
General Partner's interest in net income after incentive distributions		(165	)		(113	)
Limited Partners' interest in net income after distributions	$	3,757		$	6,437

Net Income Per Limited Partner Unit

		Three Months Ended
		March 31,
		2013		2012
Limited partners' interest in net income	$	3,757	$	6,437
Weighted-average limited partner units—basic (1)		54,766		42,694
Effect of unvested phantom units		276		183
Weighted-average limited partner units—diluted (1)		55,042		42,877
Basic earnings per unit:
Net income per limited partner	$	0.07	$	0.15
Diluted earnings per unit:
Net income per limited partner	$	0.07	$	0.15

(1) Includes 12,902,110 Class C and Class D units for the three months ended March 31, 2013 and 6,716,730 Class C units for the three months ended March 31, 2012.

     There were no units excluded from our diluted earnings per unit as we do not have any anti-dilutive units for the three months ended March 31, 2013 and 2012.

     Distributions. Our Second Amended and Restated Agreement of Limited Partnership, dated February 19, 2008, as amended (Partnership Agreement), requires that, within 45 days after the end of each quarter, we distribute all of our Available Cash (as defined therein) to unitholders of record on the applicable record date, as determined by our General Partner.

The following table presents distributions for 2013 and 2012 (In millions, except per unit data):

				Distribution Paid
				Limited Partner						General Partner
							Paid-In-Kind		Paid-In-Kind	Cash paid			Paid-In-Kind Paid-In-Kind
							Value to		Value to	to General			Value to		Value to
	Attributable to the		Per Unit		Cash paid		Class C		Class D	Partner			Class C		Class D		Total		Total
Payment Date	Quarter Ended		Distribution		to common		unitholders	unitholder		and IDR			unitholder	unitholder			Cash		Distribution
2013
May 10, 2013	March 31, 2013	$	0.51	$	27.4	$	—	$	3.2	$	5.2	$	—	$	0.5	$	32.6	$	36.3
February 12, 2013	December 31, 2012	$	0.51	$	21.0	$	3.7		—	$	4.1	$	0.6		—	$	25.1	$	29.4
2012
November 9, 2012	September 30, 2012	$	0.51	$	21.0	$	3.5		—	$	4.1	$	0.6		—	$	25.1	$	29.2
August 10, 2012	June 30, 2012	$	0.50	$	20.6	$	3.4		—	$	3.7	$	0.5		—	$	24.3	$	28.2
May 11, 2012	March 31, 2012	$	0.50	$	18.2	$	3.4		—	$	3.3	$	0.5		—	$	21.5	$	25.4
February 10, 2012	December 31, 2011	$	0.49	$	17.9	$	3.2		—	$	2.8	$	0.5		—	$	20.7	$	24.4

     Our Class C and Class D units are substantially similar in all respects to our existing common units, representing limited partner interests, except that we have the option to pay distributions to our Class C and Class D unitholders with cash or by issuing additional Paid-In-Kind Class C or Class D units, respectively, based upon the volume weighted-average price of our common units for the 10 trading days immediately preceding the date the distribution is declared. We issued 136,128 additional Class C units in lieu of paying cash quarterly distributions on our Class C units attributable to the quarter ended March 31, 2012. On April 1, 2013, our outstanding Class C units converted to common units on a one-for-one basis. The unitholders of the converted units will receive a quarterly cash distribution for the period ended March 31, 2013 although the Class C units were not converted until April 1, 2013.

     On March 22, 2013, we completed a public offering of 4,500,000 common units, representing limited partner interests in us, at a price of $23.90 per common unit ($23.00 per common unit, net of underwriting discounts) providing net proceeds of approximately $103.5 million. We granted the underwriters a 30-day option to purchase up to 675,000 additional common units if the underwriters sold more than 4,500,000 common units in the offering. The underwriters exercised this option on April 5, 2013 providing net proceeds of approximately $15.5 million. The unitholders of these common units will receive a quarterly distribution for the period ended March 31, 2013.

See our 2012 Annual Report on Form 10-K for additional information regarding our distributions.

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Equity Plan (Tables)

3 Months Ended

Mar. 31, 2013

Equity Plan [Abstract]

Schedule Of Phantom And Restricted Unit Activity

	Payable In Cash				Payable In Units
				Weighted-				Weighted-
				Average Grant				Average Grant
				Date Fair				Date Fair
	Units			Value	Units			Value
Unvested—January 1, 2013	8,312		$	26.45	221,992		$	28.35
Vested—phantom units	—			—	(70,229	)	$	28.74
Vested—restricted units	—			—	(4,681	)	$	29.20
Granted—phantom units	—			—	161,807		$	24.33
Granted—restricted units	—			—	25,900		$	24.80
Canceled—phantom units	(156	)	$	24.14	(4,897	)	$	30.16
Unvested—March 31, 2013	8,156		$	26.49	329,892		$	25.98

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Net Income Per Limited Partner Unit And Distributions (Schedule Of Distributions Made To Partners) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Partners' Capital and Distributions [Line Items]
Total Cash	$ 25,096,000	$ 20,729,000
May 10, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Mar. 31, 2013
Per Unit Distribution, Paid	$ 0.51
Total Cash	32,600,000
Total Distribution	36,300,000
February 12, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Dec. 31, 2012
Per Unit Distribution, Paid	$ 0.51
Total Cash	25,100,000
Total Distribution	29,400,000
November 9, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Sep. 30, 2012
Per Unit Distribution, Paid	$ 0.51
Total Cash	25,100,000
Total Distribution	29,200,000
August 10, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Jun. 30, 2012
Per Unit Distribution, Paid	$ 0.50
Total Cash	24,300,000
Total Distribution	28,200,000
May11, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Mar. 31, 2012
Per Unit Distribution, Paid	$ 0.50
Total Cash	21,500,000
Total Distribution	25,400,000
February 10, 2012 [Member].
Partners' Capital and Distributions [Line Items]
Attributable to the Quarter Ended	Dec. 31, 2011
Per Unit Distribution, Paid	$ 0.49
Total Cash	20,700,000
Total Distribution	24,400,000
Limited Partner [Member] | May 10, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	27,400,000
Limited Partner [Member] | February 12, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	21,000,000
Limited Partner [Member] | November 9, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	21,000,000
Limited Partner [Member] | August 10, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	20,600,000
Limited Partner [Member] | May11, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	18,200,000
Limited Partner [Member] | February 10, 2012 [Member].
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	17,900,000
General Partner [Member] | May 10, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	5,200,000
General Partner [Member] | February 12, 2013 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	4,100,000
General Partner [Member] | November 9, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	4,100,000
General Partner [Member] | August 10, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	3,700,000
General Partner [Member] | May11, 2012 [Member]
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	3,300,000
General Partner [Member] | February 10, 2012 [Member].
Partners' Capital and Distributions [Line Items]
Total Cash Distribution, Paid	2,800,000
Class C Unitholders [Member] | Limited Partner [Member] | February 12, 2013 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,700,000
Class C Unitholders [Member] | Limited Partner [Member] | November 9, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,500,000
Class C Unitholders [Member] | Limited Partner [Member] | August 10, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,400,000
Class C Unitholders [Member] | Limited Partner [Member] | May11, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,400,000
Class C Unitholders [Member] | Limited Partner [Member] | February 10, 2012 [Member].
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,200,000
Class C Unitholders [Member] | General Partner [Member] | February 12, 2013 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	600,000
Class C Unitholders [Member] | General Partner [Member] | November 9, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	600,000
Class C Unitholders [Member] | General Partner [Member] | August 10, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	500,000
Class C Unitholders [Member] | General Partner [Member] | May11, 2012 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	500,000
Class C Unitholders [Member] | General Partner [Member] | February 10, 2012 [Member].
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	500,000
Class D Unitholders [Member] | Limited Partner [Member] | May 10, 2013 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	3,200,000
Class D Unitholders [Member] | General Partner [Member] | May 10, 2013 [Member]
Partners' Capital and Distributions [Line Items]
PIK Value to unitholders	$ 500,000

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Subsequent Event

3 Months Ended

Mar. 31, 2013

Subsequent Event [Abstract]

Subsequent Event

14. SUBSEQUENT EVENT

     On May 5, 2013, Crestwood Holdings signed definitive agreements under which it will acquire the general partner of Inergy, L.P. (NRGY) and will then contribute its ownership of our general partner and incentive distribution rights to NRGY in exchange for NRGY common units. Separately, we entered into a definitive merger agreement under which we would be merged with a subsidiary of Inergy Midstream, L.P. (NRGM) in a merger in which our unitholders would receive 1.07 units of NRGM for each unit of CMLP they own. Additionally, under the merger agreement, our unitholders (other than Crestwood Holdings) would receive a one-time approximately $35 million cash payment at closing of the merger transaction, or $1.03 per unit, $25 million of which would be payable by NRGM and approximately $10 million of which would be payable by Crestwood Holdings. The merger of NRGM and CMLP is conditioned upon the closing of Crestwood Holdings' acquisition of NRGY's general partner interest, the closing of the contribution of the CMLP general partner and incentive distribution rights to NRGY, the approval of the holders of a majority of the limited partner interests of CMLP and other customary closing conditions.