CRESTWOOD EQUITY PARTNERS LP Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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Our Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated financial
statements and the accompanying footnotes and Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations in our
2021 Annual Report on Form 10-K.

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

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

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

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

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

For additional factors that could cause actual results to differ materially from those described in the forward-looking statements, see Part I, Section 1A. Risk factors from our 2021 Annual Report on Form 10-K.

Outlook and trends

Our business objective is to create long-term value for our unitholders. We
expect to create value for our investors by generating stable operating margins
and improving cash flows from our diversified midstream operations by prudently
financing investments in our assets and expansions of our portfolio, maximizing
throughput and optimizing services on our assets, and effectively controlling
our capital expenditures, operating and administrative costs.
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We have taken a number of strategic steps to better position the Company as a
stronger, better capitalized company that can accretively grow cash flows and as
an industry leader in Environmental, Social and Governance (ESG) efforts.

We continue to drive our long-term growth strategy through disciplined capital
investments utilizing our current financial flexibility, and on February 1,
2022, we acquired Oasis Midstream Partners LP (Oasis Midstream) in an equity and
cash transaction valued at approximately $1.8 billion. Pursuant to the merger
agreement, Oasis Petroleum Inc. (Oasis Petroleum) received $150 million in cash
plus 20.9 million newly issued CEQP common units in exchange for its 33.8
million common units held in Oasis Midstream. In addition, Oasis Midstream's
public unitholders received 12.9 million newly issued CEQP common units in
exchange for the 14.8 million Oasis Midstream common units held by them.
Additionally, under the merger agreement, Oasis Petroleum received a $10 million
cash payment for its ownership of the general partner of Oasis Midstream. This
transaction further solidifies Crestwood's competitive position in the Williston
Basin with exposure to approximately 1,200 drilling locations and 535,000
dedicated acres and expands the company's relationship with Oasis Petroleum.
Additionally, Oasis Midstream's Wild Basin gathering and processing assets are
highly complementary with our Arrow gathering system and Bear Den processing
facility which provides for immediate opportunities to drive cost savings and
commercial synergies and better utilization of available gas processing
capacity.

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

Recent Developments

Bakken DAPL Matter. In July 2020, a U.S. District Court (District Court) ordered
the Dakota Access Pipeline (DAPL) to cease operation based on an alleged
procedural permitting failure. On August 5, 2020, the U.S. Court of Appeals for
the District of Columbia Circuit (D.C. Circuit) stayed the DAPL shutdown, and
subsequently issued an opinion upholding the District Court's decision on the
merits, but not prohibiting DAPL's continued operation. The plaintiffs sought
another injunction against DAPL's operation, which was denied by the District
Court in May 2021. As required by the District Court, the U.S. Army Corps of
Engineers is currently conducting an environmental impact statement, which is
currently expected to be complete in September 2022. We expect DAPL will remain
in operation while the environmental impact statement is being completed.

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

Carbon management. One of the key initiatives related to our ESG efforts is our focus on managing our emissions intensity to reduce climate-related risks to our business.

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

We currently believe that our carbon management efforts will help to mitigate
the potential impact that emissions may have on our capital expenditures or
results of operations in the future, although we currently anticipate that these
efforts will not have a material impact on our capital expenditures or results
of operations in 2022.

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How we evaluate our operations

We evaluate the overall performance of our businesses primarily on the basis of EBITDA and Adjusted EBITDA. We do not use depreciation and accretion expense in our primary metrics because we focus our performance management on generating cash flow and our assets have long useful lives.

EBITDA and Adjusted EBITDA - We believe that EBITDA and Adjusted EBITDA are
widely accepted financial indicators of a company's operational performance and
its ability to incur and service debt, fund capital expenditures and make
distributions. We believe that EBITDA and Adjusted EBITDA are useful to our
investors because it allows them to use the same performance measure analyzed
internally by our management to evaluate the performance of our businesses and
investments without regard to the manner in which they are financed or our
capital structure. EBITDA is defined as income before income taxes, plus
debt-related costs (interest and debt expense, net and loss on
modification/extinguishment of debt) and depreciation, amortization and
accretion expense. Adjusted EBITDA considers the adjusted earnings impact of our
unconsolidated affiliates by adjusting our equity earnings or losses from our
unconsolidated affiliates to reflect our proportionate share (based on the
distribution percentage) of their EBITDA, excluding gains and losses on
long-lived assets and other impairments. Adjusted EBITDA also considers the
impact of certain significant items, such as unit-based compensation charges,
gains or losses on long-lived assets, impairments of goodwill, third party costs
incurred related to potential and completed acquisitions, certain environmental
remediation costs, the change in fair value of commodity inventory-related
derivative contracts, costs associated with the realignment and restructuring of
our operations and corporate structure, and other transactions identified in a
specific reporting period. The change in fair value of commodity
inventory-related derivative contracts is considered in determining Adjusted
EBITDA given that the timing of recognizing gains and losses on these derivative
contracts differs from the recognition of revenue for the related underlying
sale of inventory to which these derivatives relate. Changes in the fair value
of other derivative contracts is not considered in determining Adjusted EBITDA
given the relatively short-term nature of those derivative contracts. EBITDA and
Adjusted EBITDA are not measures calculated in accordance with GAAP, as they do
not include deductions for items such as depreciation, amortization and
accretion, interest and income taxes, which are necessary to maintain our
business. EBITDA and Adjusted EBITDA should not be considered as alternatives to
net income, operating cash flow or any other measure of financial performance
presented in accordance with GAAP. EBITDA and Adjusted EBITDA calculations may
vary among entities, so our computation may not be comparable to measures used
by other companies.


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Operating results

The following tables summarize our operating results (in millions):

                                                                       Crestwood Equity                                                      Crestwood Midstream
                                                           Three Months Ended                                Three Months Ended
                                                                March 31,                                        March 31,
                                                                       2022               2021                                             2022                2021
Revenues                                                           $ 1,583.8          $ 1,032.7                                        $  1,583.8          $ 1,032.7
Costs of product/services sold                                       1,364.4              813.8                                           1,364.4              813.8
Operations and maintenance expense                                      42.4               32.8                                              42.4               32.8
General and administrative expense                                      43.4               18.7                                              41.7               17.2
Depreciation, amortization and accretion                                74.8               59.2                                              78.2               62.8
Loss on long-lived assets, net                                           3.8                1.4                                               3.8                1.4

Operating income                                                        55.0              106.8                                              53.3              104.7
Earnings (loss) from unconsolidated affiliates, net                      3.0             (103.7)                                              3.0    

(103.7)

Interest and debt expense, net                                         (36.1)             (36.0)                                            (36.1)             (36.0)
Loss on modification/extinguishment of debt                                -               (5.5)                                                -               (5.5)
Other income, net                                                        0.3                  -                                                 -                  -
Benefit for income taxes                                                   -                0.1                                                 -                0.1
Net income (loss)                                                       22.2              (38.3)                                             20.2              (40.4)
Add:
Interest and debt expense, net                                          36.1               36.0                                              36.1               36.0
Loss on modification/extinguishment of debt                                -                5.5                                                 -                5.5
Benefit for income taxes                                                   -               (0.1)                                                -               (0.1)
Depreciation, amortization and accretion                                74.8               59.2                                              78.2               62.8
EBITDA                                                                 133.1               62.3                                             134.5               63.8
Unit-based compensation charges                                          8.6                2.3                                               8.6                2.3
Loss on long-lived assets, net                                           3.8                1.4                                               3.8                1.4

(Earnings) loss from unconsolidated affiliates, net                     (3.0)             103.7                                              (3.0)             103.7
Adjusted EBITDA from unconsolidated affiliates, net                      7.6               25.7                                               7.6               25.7

Change in fair value of derivative contracts related to raw material inventories

                                                     5.7              (30.5)                                              5.7    

(30.5)

Significant transaction and environmental related
costs and other items                                                   17.0                0.5                                              17.0                0.3
Adjusted EBITDA                                                    $   172.8          $   165.4                                        $    174.2          $   166.7


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                                                                Crestwood Equity                                                       Crestwood Midstream
                                                    Three Months Ended                               Three Months Ended
                                                         March 31,                                       March 31,
                                                                2022              2021                                                2022                 2021
Net cash provided by operating activities                    $  222.5          $  258.5                                        $     223.9              $  259.2
Net changes in operating assets and
liabilities                                                    (112.9)           (122.8)                                            (112.8)            

(122.0)

Amortization of debt-related deferred costs                      (0.8)             (1.7)                                              (0.8)             

(1.7)

Interest and debt expense, net                                   36.1              36.0                                               36.1              

36.0

Unit-based compensation charges                                  (8.6)             (2.3)                                              (8.6)             

(2.3)

Loss on long-lived assets, net                                   (3.8)             (1.4)                                              (3.8)             

(1.4)

Earnings (loss) from unconsolidated
affiliates, net, adjusted for cash
distributions received                                            0.4            (103.8)                                               0.4                (103.8)
Deferred income taxes                                             0.1                 -                                                  -                     -
Benefit for income taxes                                            -              (0.1)                                                 -                  (0.1)
Other non-cash income                                             0.1              (0.1)                                               0.1                  (0.1)
EBITDA                                                          133.1              62.3                                              134.5                  63.8
Unit-based compensation charges                                   8.6               2.3                                                8.6              

2.3

Loss on long-lived assets, net                                    3.8               1.4                                                3.8              

1.4

(Earnings) loss from unconsolidated
affiliates, net                                                  (3.0)            103.7                                               (3.0)            

103.7

Adjusted EBITDA from unconsolidated
affiliates, net                                                   7.6              25.7                                                7.6              

25.7

Change in fair value of commodity
inventory-related derivative contracts                            5.7             (30.5)                                               5.7             

(30.5)

Significant transaction and environmental
related costs and other items                                    17.0               0.5                                               17.0                   0.3
Adjusted EBITDA                                              $  172.8          $  165.4                                        $     174.2              $  166.7



Segment Results

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


                                                    Three Months Ended                                                   Three Months Ended
                                                      March 31, 2022                                                       March 31, 2021
                                Gathering and           Gathering and          Storage and           Gathering and           Gathering and          Storage and
                              Processing North        Processing South          Logistics          Processing North        Processing South          Logistics
Revenues                      $        235.2          $         30.7          $   1,317.9          $        129.8          $         24.6          $     878.3
Intersegment revenues                  127.4                       -               (127.4)                  105.3                       -               (105.3)
Costs of product/services
sold                                   205.6                    (0.6)             1,159.4                   116.2                     0.3                697.3
Operations and maintenance
expenses                                23.7                     6.7                 12.0                    15.1                     6.3                 11.4
Gain (loss) on long-lived
assets, net                                -                     0.2                 (4.0)                   (0.2)                   (1.3)                 0.1

Earnings (loss) from
unconsolidated affiliates,
net                                        -                     2.6                  0.4                       -                    (0.8)              (102.9)
EBITDA                        $        133.3          $         27.4          $      15.5          $        103.6          $         15.9          $     (38.5)


Below is a discussion of the factors that impacted EBITDA by segment for the three months ended March 31, 2022 compared to the same period in 2021.

Collection and processing North

EBITDA for our gathering and processing north segment increased by approximately
$29.7 million during the three months ended March 31, 2022 compared to the same
period in 2021. On February 1, 2022, we completed the merger with Oasis
Midstream, and as a result, we began reflecting the financial results of Oasis
Midstream's Williston Basin operations in our gathering and processing north
segment.

Our gathering and processing north segment's revenues increased by approximately
$127.5 million during the three months ended March 31, 2022 compared to the same
period in 2021, while our costs of product/services sold increased by
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approximately $89.4 million. During the three months ended March 31, 2022, we
recognized revenues and product costs of approximately $63.5 million and $19.3
million, respectively, related to our Oasis Midstream Williston operations. The
remaining increases in our gathering and processing north segment's revenues and
costs of product/services sold were primarily driven by our Arrow operations
which experienced higher average commodity prices on its agreements under which
it purchases and sells crude oil and natural gas, partially offset by lower
volumes due to our customers shutting in production during early 2022 as a
result of winter weather conditions. During the three months ended March 31,
2022, Arrow's natural gas gathering and processing volumes decreased by 10% and
its crude oil volumes decreased by 32% compared to the same period in 2021.

Our gathering and processing north segment's operations and maintenance expenses
increased by approximately $8.6 million during the three months ended March 31,
2022 compared to the same period in 2021, primarily due to our Oasis Midstream
Williston operations.

Collection and processing South

EBITDA for our gathering and processing south segment increased by approximately
$11.5 million during the three months ended March 31, 2022 compared to the same
period in 2021. As described above, upon the completion of the merger with Oasis
Midstream, we began reflecting the financial results of Oasis Midstream's
Delaware Basin operations in our gathering and processing south segment.

Our gathering and processing south segment's revenues increased by approximately
$6.1 million during the three months ended March 31, 2022 compared to the same
period in 2021. During the three months ended March 31, 2022, we recognized
revenues of approximately $3.3 million related to our Oasis Midstream Delaware
Basin operations. The remaining variance in our gathering and processing south
segment's revenues was primarily driven by higher commodity prices and a 16%
increase in natural gas gathering volumes on our Barnett system. During the
three months ended March 31, 2021, gathering volumes on our Barnett system were
lower due to the extreme winter weather conditions experienced during that
period.

Our gathering and processing south segment's operations and maintenance expenses
increased by approximately $0.4 million during the three months ended March 31,
2022 compared to the same period in 2021, primarily due to our Oasis Midstream
Delaware Basin operations.

Our gathering and processing south segment's EBITDA was also impacted by an
increase in equity earnings of approximately $3.4 million from our Crestwood
Permian equity investment during the three months ended March 31, 2022 compared
to the same period in 2021. During the three months ended March 31, 2022,
Crestwood Permian experienced an increase in its natural gas gathering and
processing revenues primarily due to higher commodity prices and volumes
compared to the same period in 2021.

Storage and Logistics

EBITDA for our storage and logistics segment increased by approximately $54.0
million during the three months ended March 31, 2022 compared to the same period
in 2021. Our storage and logistics segment's EBITDA for the three months ended
March 31, 2021 was impacted by a $119.9 million reduction to the equity earnings
from our Stagecoach Gas equity method investment as a result of recording our
proportionate share of a goodwill impairment recorded by the equity method
investee further discussed below.

Our storage and logistics segment's revenues increased by approximately $417.5
million during the three months ended March 31, 2022 compared to the same period
in 2021, while our costs of product/services sold increased by approximately
$462.1 million.

Our NGL marketing and logistics operations experienced an increase in revenues
and costs of product/services sold of approximately $289.6 million and $329.3
million, respectively, during the three months ended March 31,2022 compared to
the same period in 2021. These increases were primarily driven by higher NGL
prices during the three months ended March 31, 2022 as a result of overall
increases in commodity prices during 2022 compared to the same period in 2021.
In addition, we were able to capture additional opportunities to sell NGL
inventory as a result of higher demand for NGLs during the the three months
ended March 31, 2022 compared to the same period in 2021. Our NGL marketing and
logistics operations' costs of product/services sold increased more than than
its revenues primarily due to the impact of increasing commodity prices on our
assets and liabilities from price risk management activities. Included in our
costs of product/services sold was a loss of $47.6
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million and $8.1 million in the three months ended March 31, 2022 and 2021 related to our price risk management activities.

Our crude oil and natural gas marketing operations experienced an increase in
its revenues and product costs of approximately $128.9 million and $133.2
million, respectively, during the three months ended March 31, 2022 compared to
the same period in 2021. These increases were driven primarily by higher crude
oil purchases and sales as a result of increases in commodity prices during
early 2022 compared to 2021, as well as an increase in marketing activity
surrounding our natural gas-related operations driven by higher natural gas
prices. During the three months ended March 31, 2021, our natural gas marketing
operations experienced higher revenues due to increased marketing activity as a
result of the unusually cold weather during early 2021.

Our storage and logistics segment's EBITDA during the three months ended March
31, 2022 was impacted by a loss on long-lived assets of approximately $4.0
million primarily due to the buyout of leases related to our exiting the crude
oil railcar leasing business. For a further discussion of this matter, see Item
1, Financial Statements, Note 10.

Our storage and transportation segment's EBITDA was also impacted by a net
increase in earnings from unconsolidated affiliates of approximately $103.3
million. During the three months ended March 31, 2021, we had a loss from
unconsolidated affiliates of approximately $112.3 million from our Stagecoach
Gas equity investment that was sold in mid-2021. This loss primarily related to
a $119.9 million reduction to the equity earnings as a result of recording our
proportionate share of a goodwill impairment recorded by the equity method
investee. For a further discussion of this matter, see Item 1. Financial
Statements, Note 5. During the three months ended March 31, 2022, earnings from
our Tres Holdings equity investment decreased by $8.7 million compared to the
same period in 2021. During the three months ended March 31, 2021, Tres Holdings
experienced higher revenues from natural gas inventory sales and an increase in
demand for its storage and transportation services due to the unusually cold
weather experienced during early 2021.

Other EBITDA results

General and Administrative Expenses. During the three months ended March 31,
2022, our general and administrative expenses increased by approximately $25
million compared to the same period in 2021, primarily due to transaction costs
incurred related to the merger with Oasis Midstream. In addition, we also
experienced higher unit-based compensation charges during the three months ended
March 31, 2022 compared to the same period in 2021, primarily driven by higher
average awards outstanding under our long-term incentive plans.

Items not affecting EBITDA include the following items:

Depreciation, Amortization and Accretion Expense. During the three months ended
March 31, 2022, our depreciation, amortization and accretion expense increased
by approximately $16 million compared to the same period in 2021, primarily due
to the merger with Oasis Midstream.

Interest and Debt Expense, Net. During the three months ended March 31, 2022,
interest expense and debt expense related to our senior notes increased due to
the April 2029 Senior Notes assumed in conjunction with the merger with Oasis
Midstream.

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

                                                         Three Months Ended
                                                             March 31,
                                                                         2022        2021
           Credit facility                                             $  3.4      $  3.5
           Senior notes                                                  32.1        29.8
           Other                                                          0.9         2.9
           Gross interest and debt expense                               36.4        36.2
           Less: capitalized interest                                     0.3         0.2
           Interest and debt expense, net                              $ 36.1      $ 36.0



Loss on Extinguishment of Debt. During the three months ended March 31, 2021, we
recognized a loss on extinguishment of debt of approximately $5.5 million in
conjunction with the redemption of our 2023 Senior Notes.

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Liquidity and sources of capital

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

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

On April 14, 2022, we declared a quarterly cash distribution of $0.655 per unit
to our common unitholders with respect to the first quarter of 2022, which will
be paid on May 13, 2022. Our Board of Directors evaluates the level of
distributions to our common and preferred unitholders every quarter and
considers a wide range of strategic, commercial, operational and financial
factors, including current and projected operating cash flows. We believe our
operating cash flows will exceed cash distributions to our partners, preferred
unitholders and non-controlling partner, and as a result, we will have adequate
operating cash flows as a source of liquidity for our growth capital
expenditures.

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

As of March 31, 2022, we had $931.2 million of available capacity under the
Crestwood Midstream credit facility considering the most restrictive debt
covenants in the credit agreement. Upon the closing of the merger with Oasis
Midstream on February 1, 2022, the Crestwood Midstream credit facility was
increased to $1.5 billion. As of March 31, 2022, we were in compliance with all
of our debt covenants applicable to the credit facility and senior notes. See
Part I, Item 1. Financial Statements, Note 8 for a description of the covenants
related to our credit facility.

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

Cash Flows

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

                                                 Three Months Ended
                                                     March 31,
                                                 2022           2021

Net cash flow generated by operating activities $222.5 $258.5
Net cash used in investing activities $(179.7) $(2.0)
Net cash used in financing activities $(44.2) $(254.2)

Operational activities

Our operating cash flows decreased by approximately $36.0 million during the
three months ended March 31, 2022 compared to the same period in 2021. The
decrease was driven by higher general and administrative expenses of
approximately $24.7 million primarily due to transaction costs related to the
merger with Oasis Midstream. In addition, we experienced a decrease in net cash
inflow from working capital of approximately $9.9 million primarily related to
our storage and logistics operations.

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Investing activities

Acquisition. On February 1, 2022, we completed the merger with Oasis Midstream,
which was valued at approximately $1.8 billion. We paid cash consideration of
$160 million, net of cash acquired of approximately $14.9 million and issued
approximately 33.8 million units to Oasis Midstream's unitholders. See Item 1,
Financial Statements, Note 3 for a further discussion of the Merger.

Capital expenditure. The intermediate energy sector is capital-intensive and requires significant investment for the acquisition or development of new facilities. We classify our capital expenditures as follows:

•growth capital expenditures, which are made to build additional assets, expand and modernize 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.

Our growth capital expenditures during the year will increase the services we
can provide to our customers and the operating efficiencies of our systems. We
expect to finance our capital expenditures with a combination of cash generated
by our operating subsidiaries, distributions received from our equity
investments and borrowings under our credit facility. Additional commitments or
expenditures will be made at our discretion, and any discontinuation of these
construction projects could result in less future operating cash flows and
earnings.

The following table summarizes our capital expenditures for the three months ended March 31, 2022 (in millions):

               Growth capital (1)                             $ 24.2
               Maintenance capital                               1.4
               Other (2)                                         0.8
               Purchases of property, plant and equipment     $ 26.4


(1)Includes $3.2 million paid related to ongoing litigation over the construction of the Bear Den II cryogenic processing plant.

(2)Represents purchases of property, plant and equipment redeemable by third parties.

Investments in Unconsolidated Affiliates. During the three months ended March
31, 2022 and 2021, we contributed approximately $6.0 million and $6.9 million to
our Tres Holdings equity investment for its operating purposes. During the three
months ended March 31, 2022 and 2021, we contributed approximately $8.5 million
and $3.3 million to our Crestwood Permian equity investment primarily to fund
its expansion projects.

Financing Activities

The following equity and debt transactions impacted our financing activities during the three months ended March 31, 2022:

Equity and debt transactions

•During the three months ended March 31, 2022, distributions to our partners
increased by approximately $14.5 million compared to the same period in 2021,
primarily due to an increase in common units outstanding as a result of the
units issued in conjunction with the merger with Oasis Midstream;

•During the three months ended March 31, 2022, our taxes paid for unit-based
compensation vesting increased by approximately $6.8 million compared to the
same period in 2021, primarily due to higher vesting of unit-based compensation
awards;

•During the three months ended March 31, 2022, we borrowed amounts under our
revolving credit facility to fund the $160.0 million of cash consideration paid
to Oasis Petroleum in conjunction with the merger with Oasis Midstream and to
repay approximately $218.4 million outstanding under the Oasis Midstream credit
facility assumed in conjunction with the merger; and

• During the three months ended March 31, 2022our other debt transactions resulted in net repayments of $100.0 million compared to the net borrowings of $108.2 million at the same time in 2021.

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Summarized financial information of the guarantor

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

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

Summary information on the combined balance sheet (in millions)

                                        March 31, 2022       December 31, 2021
Current assets                         $         570.8      $            574.3
Current assets - affiliates            $          58.4      $              8.4
Property, plant and equipment, net     $       3,385.2      $          2,161.5
Non-current assets                     $       1,156.3      $            642.3
Current liabilities                    $         718.3      $            578.9
Current liabilities - affiliates       $          19.1      $             

14.7

Long-term debt, less current portion $2,809.9 $2,052.1 Non-current liabilities

                $         159.3      $            138.7



Summary Combined Income Statement Information (in millions)

                                                 Three Months Ended March 31, 2022
Revenues                                        $                          1,468.3
Revenues - affiliates                           $                             97.4
Cost of products/services sold                  $                          

1,287.3

Cost of products/services sold - affiliates     $                           

68.5

Operations and maintenance expenses(1)          $                           

37.3

General and administrative expenses(2)          $                             41.7
Operating income                                $                             63.8
Net income                                      $                             27.7



(1)  We have operating agreements with certain of our affiliates pursuant to
which we charge them operations and maintenance expenses in accordance with
their respective agreements, and these charges are reflected as a reduction of
operations and maintenance expenses in our consolidated statements of
operations. During the three months ended March 31, 2022, we charged $7.3
million to our affiliates under these agreements.

(2) Includes $7.5 million net general and administrative expenses charged to us by our affiliates.

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