Crestwood Midstream Partners LP

National Association of Publicly Traded Partnerships

2013 MLP Investor Conference

May 22-23, 2013

Filed by Crestwood Midstream Partners LP

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Crestwood Midstream Partners LP

Commission File No.: 001-33631

2

Additional Information and Where to Find it

This communication contains information about the proposed merger transaction involving Crestwood Midstream Partners LP (“Crestwood”) and Inergy Midstream, L.P. (“Inergy”). In

connection with the proposed merger transaction, Inergy will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for the unitholders of

Crestwood.  Crestwood  will mail the final proxy statement/prospectus to its unitholders.  INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY

STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESTWOOD, INERGY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS.  Investors and

unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Inergy and Crestwood through the website maintained by

the SEC at www.sec.gov.  In addition, investors and unitholders will be able to obtain free copies of documents filed by Crestwood with the SEC from Crestwood’s website,

www.crestwoodlp.com, under the heading “SEC Filings” in the “Investor Relations” tab and free copies of documents filed by Inergy with the SEC from Inergy’s website,

www.inergylp.com/midstream, under the heading “SEC Filings” in the “Investor Relations” tab.

PARTICIPANTS IN THE SOLICITATION

Crestwood, Inergy and their respective general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of

Crestwood in respect of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the

unitholders of Crestwood in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the

proxy statement/prospectus when it is filed with the SEC.  Information regarding Crestwood’s directors and executive officers is contained in Crestwood’s Annual Report on Form 10-K

for the year ended December 31, 2012, which is filed with the SEC.  Information regarding Inergy’s directors and executive officers is contained in Inergy’s Annual Report on 

Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Free copies of these documents may be obtained from the sources described above.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The statements in this communication regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although

these statements reflect the current views, assumptions and expectations of Crestwood and Inergy management, the matters addressed herein are subject to numerous risks and

uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not

limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result

in such differences or otherwise materially affect Crestwood’s or Inergy’s financial condition, results of operations and cash flows include, without limitation, failure to satisfy closing

conditions with respect to the merger; the risks that the Crestwood and Inergy businesses will not be integrated successfully or may take longer than anticipated; the possibility that

expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts,

as well as the extent and quality of natural gas volumes produced within proximity of Crestwood or Inergy assets; failure or delays by customers in achieving expected production in

their natural gas projects; competitive conditions in the industry and their impact on the ability of Crestwood or Inergy to connect natural gas supplies to Crestwood or Inergy gathering

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

the ability of Crestwood or Inergy to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition;

changes in the availability and cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond Crestwood or Inergy’s control;

timely receipt of necessary government approvals and permits, the ability of Crestwood or Inergy to control the costs of construction, including costs of materials, labor and right-of-way

and other factors that may impact either company’s ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations,

including environmental and climate change requirements; the effects of existing and future litigation; and risks related to the substantial indebtedness of either company, as well as

other factors disclosed in Crestwood and Inergy’s filings with the U.S. Securities and Exchange Commission. You should read filings made by Crestwood and Inergy with the U.S.

Securities and Exchange Commission, including Annual Reports on Form 10-K for the year ended December 31, 2012 and September 30, 2012, respectively, and the most recent

Quarterly Reports and Current Reports, for a more extensive list of factors that could affect results. Crestwood and Inergy do not assume any obligation to update these forward-

looking statements.

Crestwood Midstream Partners

Crestwood Asset Summary

1.0 Bcf/d of gathering volumes across

six resource plays

850 miles of gathering pipelines

6 processing plants

260,000 horsepower of compression

> 450,000 acres of production

dedicated under long term contracts

98% fee-based revenues

Shale

focused

partnership

well

positioned

to

participate

in

the

long-term

build-out

of

midstream

infrastructure

3

Transformational Combination

Crestwood and Inergy to merge forming a $7 billion midstream partnership

Combined, Crestwood and Inergy provide an integrated midstream service offering

that links fundamental energy supply with fundamental energy demand

4

Crestwood Midstream Partners (NYSE: CMLP), Crestwood Holdings LLC, Inergy, L.P.

(NYSE:NRGY) and Inergy Midstream, L.P. (NYSE: NRGM) have executed definitive agreements to

create a fully integrated midstream partnership with a total enterprise value of over $7 billion

Deal

announced

May

6

th

;

general

partner

close

expected

June

2013;

MLP

merger

expected

end of

Q3 2013

Transaction approved by the Boards of Directors and committees of independent directors of

NRGY, NRGM and CMLP; subject to CMLP unitholder vote; no financing contingencies

Unified strategy focused on servicing the midstream infrastructure needs of the most prolific

shale plays in North America

Marcellus Shale, Bakken Shale, Eagle Ford Shale, Permian Basin, PRB Niobrara Shale, Utica

Shale, Barnett Shale, Fayetteville Shale, Granite Wash, Haynesville Shale and Monterey Shale

Diverse midstream assets and services along the midstream value chain with visible long-term

growth potential

Complementary blend of long-term fee-based contracted cash flows with high-growth shale

assets and organic expansion opportunities

Crestwood + Inergy = Premier Shale Player

Operations in virtually every premier shale play in North

America

Steuben Gas Storage

Seymour LPG Facility

West Coast Midstream

NGL Transportation Offices

Tres Palacios

Thomas Corners Gas Storage

Watkins Glen NGL Storage Facility

Bath NGL Storage Facility

South Jersey Terminal

Gathering and Processing Assets

Greenfield Development Targets

Stagecoach Gas Storage

Seneca Lake Gas Storage

Rail Terminal

5

1,300+ mmcf/d natural gas transportation

capacity  

2,000+ mmcf/d gathering capacity

400+ mmcf/d processing capacity

1,000+ miles of pipeline

7 processing plants

80+ Bcf of current storage capacity

120,000 BPD crude oil rail loading capacity

275 tractors and 531 trailers

Significant North American NGL Logistics

business

Pro Forma Asset Summary

COLT Hub

Transaction Structure

Crestwood

Holdings

NRGY

Public

Current

Inergy

Mgmt.

NRGY

NRGM

NRGM

Public

NRGY

NRGM

Public

Public

Management

Crestwood

Holdings

CMLP

Public

Management

First

Reserve

1

2

NRGY LP units

CMLP GP / IDR interest +

NRGM units (post merger)

3

LP Units + Cash

100% equity ownership +

assumption of CMLP debt

4

Transaction Steps:

1.

NRGY distributes all NRGM units

currently held to NRGY unitholders in

a tax-free distribution

2.

Crestwood Holdings acquires the GP

control of NRGY

3.

Crestwood Holdings contributes the

GP/IDRs of CMLP plus CMLP NRGM

units (post merger) in exchange for

NRGY units

4.

CMLP merged with wholly-owned

subsidiary of NRGM

Pro Forma Ownership Structure:

53.8 MM Units: 29%

Non-economic GP

7.1 MM Units: 5%

GP / IDR interest

27.1 MM NRGY Units: 15%

11.9 MM NRGM Units: 8%

65.9 MM Units: 44%

20.5 MM Units: 14%

104.6 MM NRGY Units: 56%

45.0 MM NRGM Units: 30%

6

($ in MM except per unit data)

Units (MM)

Value

%

NRGM

Public - NRGM

29.1

$699

19.4%

Public - CMLP

36.8

882

24.4%

Crestwood Holdings

20.5

493

13.7%

NRGY Unitholders

45.0

1,079

29.9%

NRGY

7.1

171

4.7%

Inergy Management

11.9

285

7.9%

Total Units

150.4

$3,609

100.0%

NRGY

Public - NRGY

104.6

$1,192

56.4%

Crestwood Holdings

53.8

613

29.0%

Inergy Management

27.1

309

14.6%

Total Units

185.5

$2,114

100.0%

Strategic Highlights

Materially

Increased

Size, Scale

and Diversity

Complementary

Growth

Strategies

Low Cost

Capital Drives

Organic

Growth

Significant

Management

Experience &

Track Record

Cash Flow

Stability and

Visibility

Enhanced

Credit Profile

Strong

Sponsorship

and Alignment

of Interest

with LPs

Expanded

Participation

in Midstream

Value Chain

7

Increasing Scale & Diversification

CMLP

NRGM + NRGY

Pro Forma

Market Cap

Enterprise Value

(1)

Approximate

Segment

EBITDA

In a market where size matters, the pro forma enterprise possesses the critical scale

and diversified platform to be a formidable competitor across the full midstream

value chain

$1.5 B

$2.7 B

$3.3 B

$4.6 B

$5.4 B

$7.3 B

2013E EBITDA

(2)

~$178 MM

~$270 MM

~$450 MM

(1)

Represents CMLP enterprise value (including private GP value) plus consolidated NRGY and NRGM enterprise value.

(2)

Represents midpoint of 2013E guidance for CMLP and estimated EBITDA for NRGY and  NRGM for calendar year ended 12/31/2013.

8

Expanding the Value Chain

Inergy

Crestwood

Gas Gathering

Pipelines

CO2

Treating

Intrastate

& Interstate

Pipelines

Nat Gasoline

Iso-Butane

Butane

Propane

Ethane

Gas Gathering

Pipelines

Gas

Processing

Intrastate &

Interstate

Pipelines

Gas Storage

NGL

Fractionation

Mixed NGL

Pipelines

NGL

Storage & NGL

Pipelines

Trucks, Rail

Barges &

Crude

Pipelines

Crude Oil

Storage &

Terminals

Crude Oil

Refining

Storage

Barges &

Refined

Products

Pipelines

Rich Gas

The

combined

partnership

represents

a

fully

integrated

midstream

service

provider

with complementary business platforms positioned to compete across the midstream

value chain

Offering

customers

a

more

comprehensive

and

competitive

suite

of

services

Capturing incremental fee opportunities that expand margins and maximize

returns on investment

9

Linking Supply to Demand

Expect significant commercial and operating synergy by linking Crestwood producer

relationships and access to supply at the wellhead with Inergy demand-side services

and relationships

Natural Gas

NGLs

Crude Oil

Supply

Demand

10

Cash Flow Stability and Visibility

Significant diversification provides greater

cash flow stability

Within the core operating segments;

10+ different assets with diversified

fundamental growth drivers

generating ~$20MM of EBITDA

No single customer, asset or business

unit constituting more than ~15% of

total cash flows

Significant gross margin supported by

long-term (take or pay and equivalent)

contracts

~51% of pro forma consolidated 2013E

gross margin under firm contract

Minimal direct commodity exposure;

no speculative commodity positions

2013E EBITDA Mix

11

Cowtown

Inergy

Services

Marcellus

Stagecoach

COLT

Hub

Marc I

Alliance

Tres Palacios

Fayetteville

US Salt

Other

Firm

Contracts

51%

Fixed-Fee

33%

Un-

Contracted

16%

2013E Gross Margin Mix

Enhanced Credit Profile

Significantly increases size, scale and cash flow diversity

Balance sheet friendly transaction

>$2.0 billion of equity issued to facilitate transaction

No new debt issuance

Expected credit rating in-line with current Inergy corporate family rating 

Achieving

investment

grade

status

to

further

drive

cost

of

capital

synergies

is

a

key

objective

of

the partnership

Strong Balance Sheet, enhanced credit profile and increasing float maximizes access

to capital and minimizes cost of capital

(1)

Represents total consolidated pro forma Inergy debt divided by NRGM EBITDA plus NRGY EBITDA attributable to operating assets.

(1)

12

4.2x 

3.7x 

3.4x 

3.2x 

3.9x 

3.7x 

3.4x 

3.2x 

2.7x 

2.1x 

1.8x 

1.4x 

0.0x 

1.0x 

2.0x 

3.0x 

4.0x 

5.0x 

2H 2013

2014E

2015E

2016E

NRGM PF

Consolidated NRGY PF

NRGY PF

Strong pro forma balance sheet

Significant contracted cash flows and visible growth

Strong ability to continue de-leveraging

Low Cost Capital Drives Organic Growth

Significant Backlog of Organic Growth Projects and the Currency to Execute

Northeast Storage and

Transportation

1

Marcellus / Utica Gathering

and Processing

Bakken Crude Oil Logistics

2

Niobrara Gathering and

Processing

3

Permian Basin Gathering and

Processing

NGL Logistics

>$2.0 Bn of identified potential greenfield

development and bolt-on acquisition

opportunities

Both Crestwood and Inergy are

opportunity rich; expanded value chain

will drive additional opportunities

The combined partnership has the scale

and currency to execute large-scale

greenfield development opportunities

4

5

6

13

Two low-cost public currencies to

capitalize on growth opportunities

$1.2 Bn of committed revolver

capacity at NRGM and NRGY

Current NRGM 6.0% 2020 senior

notes YTW at ~4.6%

Current equity yield: NRGM at ~6.4%

and NRGY at ~5.2% yield

Strong Sponsorship

After this transaction, First Reserve, Crestwood management and Inergy management

will have in excess of $1.5 billion invested in the combined partnership

First Reserve, the largest and most

experienced private equity firm focused

exclusively on energy, continues to

demonstrate its commitment to the ongoing

growth of the combined partnership

Significant industry relationships and broad

portfolio energy assets facilitate new business

opportunities

Selected Significant Investments:

Denotes First Reserve portfolio companies currently under contract or

engaged in business activities with Crestwood and/or Inergy.

14

Examples include Crestwood’s current

contracts with Sabine Oil and Gas,

Mountaineer Keystone and RKI Exploration

and Inergy’s current contract with PBF

Energy

30 year history of investing exclusively in

energy

Over $23 billion of capital raised since

inception

Financial Principles

Continue to grow utilizing a disciplined financial policy

Grow pro forma business consistent with stable, fee-based MLP business model

Maintain ample liquidity and preserve financial flexibility

Fund organic growth and acquisitions with appropriate mix of debt and equity (~50/50)

Target long-term leverage ratio of <4.0x Debt / EBITDA at the MLP level

Expected NRGM corporate family credit ratings of BB (stable) / Ba3

(positive)

Grow distributions while targeting appropriate coverage

Target coverage of 1.1x and 6-10% Y-o-Y growth

Use excess distributable cash flow to reduce leverage or invest in cash flow generating

assets

15

Crestwood is Building a Footprint in

High-Growth Shale Plays

16

Building a Footprint in High Growth Shale Plays

While Barnett provides the base, Marcellus will drive growth

Marcellus the backbone of future

growth

Barnett volumes flattening as

they mature on the decline curve

KWK Closed sale of 25% of

Barnett Reserves to Tokyo Gas

for $485 million

Drilling activity expected to

pick up in 2014

BHP to add ~25 Fayetteville wells

in mid 2013

Dry gas volumes expected to

accelerate with improving natural

gas prices

17

0

200

400

600

800

1,000

1,200

Barnett

Las Animas

Fayetteville

Granite Wash

Haynesville

Marcellus

Acquired Marcellus Shale gathering assets

in March 2012

Acquired compression assets from Enerven

in December 2012

~$500 million total capital investment

through year-end 2012

$105–$115 million 2013 budgeted capital for

Greenbrier area expansions

Significant volume growth

Building a Footprint in High Growth Shale Plays

Marcellus Shale Rich Gas Development

18

Existing pipeline

2013 Pipelines

Planned build out 2014-2016

3

Party

take

away

Area of Dedication

CMM compressor stations

3

Party

comp

stations

MWE Sherwood Plant

20 year 100% fixed-fee contract for

gathering and compression services for

Antero Resources (“Antero”)

~136,000 net acres area of dedication

Jan 1, 2012: ~200 MMcf/d

Current: ~430 MMcf/d

2013 exit rate: ~500 MMcf/d

rd

rd

Building a Footprint in High Growth Shale Plays

>3,000 well inventory of future Marcellus Shale drilling locations

from Antero

19

Source: Antero Resources May 2013 Investor Presentation

CHK/RKI Leasehold

CHK Operated Rigs

Industry Rigs

Non-Operated Rigs

Jackalope AMI (311,000 acres)

Signed revised letter agreement on April 25, 2013

RKI Exploration is a First Reserve portfolio

company

Conducting final due diligence and negotiating

definitive documentation to acquire RKI’s 50%

interest in the Jackalope Gas Gathering System

(“JGGS”)

Participate in 50/50 JGGS JV with Access

Midstream (operator) to provide gas gathering and

processing for CHK, CNOOC and RKI

Jackalope AMI (311K gross acres) gas gathering &

processing dedication of Frontier & Niobrara

formations

20-year cost of service fee-based gathering and

processing agreement

Significant gathering and processing infrastructure

build-out through 2015

Building a Footprint in High Growth Shale Plays

Chesapeake Energy and RKI Exploration Niobrara project development

20

Combined CHK/RKI Powder River Basin (PRB)

footprint of ~750,000 acres

CHK currently operating 10 rigs within the Jackalope AMI

~$480 million drilling carry from CNOOC drives activity through 2014

Over ~1,000+ drilling locations (>10 yr drilling inventory)

Current production limited due to infrastructure constraints

Crude oil and rich-gas production creates significant potential

opportunity for future infrastructure build-out

Building a Footprint in High Growth Shale Plays

CHK / RKI Jackalope drilling activity focused on crude oil and liquids-rich

production

21

Natural gas gathering, compression and processing

NGL storage, stabilization, blending, truck & rail terminalling,

transportation and marketing

Crude oil gathering, truck and rail terminalling and transportation

Source: TPH –

Nov 2012 Upstream Team Report

Focusing on 5 county area including Eddy &

Lea NM and Culberson, Reeves & Loving TX

Significant ramp up in producer activities across

multiple stacked formations

Delaware Basin lacks sufficient midstream

infrastructure

Higher GORs in area requires more gas gathering

and processing than eastern Delaware & Midland

Basins

~2,600 Wells permitted in focus area in last 18

months

Leveraging conversion of Las Animas dry

gas gathering assets to build early traction

with producers in the area

Leveraging previous Poker Lake gathering

& processing development activities

Key Producers

Chevron

Oxy

Conoco

Devon

Shell

EOG

Anadarko

Apache

Cimarex

Concho

Bass

Energen

Nadle&Gussman

Mack

Mewborne

RKI

Crestwood’s Existing Las Animas System

Building a Footprint in High Growth Shale Plays

Permian and Delaware Basin Development Opportunities

22

Part 1:  Expanding the Las

Animas footprint and adding

near term processing capacity in

Eddy County, NM

Part 2:  New central cryogenic

processing plant facility and rich

gas trunkline system targeting

Eddy & Lea Counties, NM and

Culberson, Reeves & Loving

Counties in West TX

Building a Footprint in High Growth Shale Plays

Permian and Delaware Basin Project Overview

23

Inergy / Crestwood merger is transformational for future

growth objectives

Operating and financial platform to compete for large

scale infrastructure projects and acquisitions

Merger integration to be completed in 4Q 2013

Combined assets and skill sets well-positioned to capture

opportunities in new rich-gas, NGL and crude plays to

provide full value chain services and enhance investment

returns

Key Investor Highlights

24

Combined platform positioned to deliver 6% – 10% long-term

annual distribution growth

Appendix

25

CMLP Capitalization

26

(in millions)

12/31/2012

3/31/2013

Capitalization

Revolving

credit

facility

-

CMLP

$206.7

$293.2

7.75% Senior Notes, due 2019

350.0

350.0

Capitalized leases

7.1

6.1

Total CMLP Debt

$563.8

$649.3

Revolving

credit

facility

-

CMM

127.0

83.0

Consolidated debt

$690.8

$732.3

Partners' capital

859.6

817.5

Total Crestwood capitalization

$1,550.4

$1,549.8

Pro Forma LTM Adjusted EBITDA

(1)

$132.8

$150.7

Credit Statistics

Consolidated debt / Total capitalization

45%

47%

CMLP Debt / Pro Forma LTM Adjusted EBITDA

4.2x

4.3x

Liquidity

Revolving

credit

facility

-

CMLP

(2)

$166.6

$179.6

Revolving

credit

facility

-

CMM

(2)

59.0

113.0

Total

$225.6

$292.6

Units Outstanding

Common Units

(3)

41.2

45.7

Class C Units

(4)

7.2

7.3

Class D Units

(5)

–

6.2

Total Limited Partner Interests

48.4

59.2

(1)

Represents latest twelve months as defined in CMLP’s credit agreement.

(2)

Represents remaining borrowing capacity pursuant to maximum debt/ pro forma adjusted EBITDA ratios under respective credit agreements. 

(3)

4.5 million common units issued in March 2013.  Excludes 575,000 units issued in April 2013 pursuant to overallotment exercise.

(4)

The Class C Units converted to common units on April 1, 2013.

(5)

Class D Units issued in January 2013 to Crestwood Holdings in the CMM drop-down transaction.

CMLP Financial Forecast

Throughput (MMcf/d)

Adjusted EBITDA ($MM)

Growth Capital Expenditures ($MM)

Adjusted Distributable Cash Flow ($MM)

343

570

823

1,050

$55

$63

$47

$48

$125

215

Rich

Dry

Rich

Dry

(1) Represents mid-point of 2013 guidance

(1)

(1)

(1)

(1)

27

The following slides of this presentation provide reconciliations of the non-GAAP financial measures adjusted EBITDA and

adjusted distributable cash flow to their most directly comparable financial measures calculated and presented in

accordance with generally accepted accounting principles in the United States of America ("GAAP"). Our non-GAAP

financial measures should not be considered as alternatives to GAAP measures such as net income or operating income

or any other GAAP measure of liquidity or financial performance.

We define adjusted EBITDA as net income from continuing operations adjusted for interest expense, income taxes,

depreciation, amortization and accretion expense and certain non-recurring expenses, including but not limited to items

such as transaction related expenses and gains/losses on the exchange of property, plant and equipment.  Adjusted

EBITDA is commonly used as a supplemental financial measure by senior management and by external users of our

financial statements, such as investors, research analysts and rating agencies, to assess the financial performance of our

assets without regard to financing methods, capital structures or historical cost basis. We define adjusted distributable cash

flow as net income from continuing operations adjusted for: (i) the addition of depreciation, amortization and accretion

expense; (ii)  the addition of income taxes; (iii) the addition of non-cash interest expense; (iv) the subtraction of

maintenance capital expenditures and (v) certain non-recurring expenses, including but not limited to items such as

transaction

related

expenses

and

gains/losses

on

the

exchange

of

property,

plant

and

equipment.

The

GAAP

measure

most directly comparable to adjusted distributable cash flow is net income from continuing operations.  

Non-GAAP Financial Measures

28

Non-GAAP Reconciliations

29

2009

2010

2011

2012

Total revenues

95,881

$   

113,590

$ 

205,820

$       

239,463

$       

Product purchases

-

-

(38,787)

(39,005)

Operations and maintenance expense

(21,968)

(25,702)

(36,303)

(43,108)

General and administrative expense

(9,676)

(17,657)

(24,153)

(29,582)

Other income

1

-

-

-

Gain from exchange of property, plant and equipment

-

-

1,106

-

EBITDA

64,238

70,231

107,683

127,768

Gain from exchange of property, plant and equipment

-

-

(1,106)

-

Non-cash compensation (accelerated vesting)

-

3,581

-

-

Significant transaction related expenses

-

2,737

3,385

4,697

Adjusted EBITDA

64,238

76,549

109,962

132,465

Less:

Depreciation, amortization and accretion expense

20,829

22,359

33,812

51,908

Interest and debt expense

8,519

13,550

27,617

35,765

Income tax expense (benefit)

399

(550)

1,251

1,206

Gain from exchange of property, plant and equipment

-

-

(1,106)

-

Non-cash compensation (accelerated vesting)

-

3,581

-

-

Significant transaction related expenses

-

2,737

3,385

4,697

Net income from continuing operations

34,491

$   

34,872

$   

45,003

$         

38,889

$         

Net income from continuing operations

34,491

$   

34,872

$   

45,003

$         

38,889

$         

Depreciation, amortization and accretion expense

20,829

22,359

33,812

51,908

Income tax expense (benefit)

399

(550)

1,251

1,206

Amortization of deferred financing fees

3,836

4,961

3,473

5,455

Non-cash equity compensation

1,705

5,522

916

1,877

Maintenance capital expenditures

(10,000)

(6,600)

(1,409)

(4,302)

Distributable cash flow

51,260

60,564

83,046

95,033

Add:  Gain from exchange of property, plant and equipment

-

-

(1,106)

-

Add:  Interest expense (bridge loan fees)

-

-

2,500

-

Add:  Significant transaction related expenses

-

2,737

3,385

4,697

Add:  Significant minimum volume deficiency payment

-

-

-

5,352

Adjusted distributable cash flow

51,260

$   

63,301

$   

87,825

$         

105,082

$       

Year Ended December 31,

($ in thousands)

Non-GAAP Reconciliations

2013

Guidance

Net income:

$38 million to $53 million

Add/Deduct:

Depreciation, amortization and accretion expense

$80 million

Interest expense, net

$50 million

Income tax provision

$2 million

Adjusted EBITDA

$170 million to $185 million

Note:  Information as provided in Crestwood's February 26, 2013 news release.

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