

Crestwood Equity Partners LP						Portions of Crestwood Equity Partners LP’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K
Crestwood Midstream Partners LP						None

Crestwood Midstream Partners LP, as a wholly-owned subsidiary of a reporting company, meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this report with the reduced disclosure format as permitted by such instruction.

ICFR Auditor Attestation Flag

true

Document Period End Date

Dec. 31, 2022

Current Fiscal Year End Date

--12-31

Document Type

10-K

CMLP

Entity Information [Line Items]

Entity Registrant Name

Crestwood Midstream Partners LP

Entity File Number

001-35377

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

20-1647837

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Non-accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

Entity Shell Company

false

Entity Public Float

$ 0

Entity Common Stock, Shares Outstanding

0

Entity Central Index Key

0001304464

Document Fiscal Year Focus

2022

Document Fiscal Period Focus

FY

Amendment Flag

false

ICFR Auditor Attestation Flag

false

Document Period End Date

Dec. 31, 2022

Document Type

10-K

Common units

Entity Information [Line Items]

Title of 12(b) Security

Common Units representing limited partnership interests

Trading Symbol

CEQP

Security Exchange Name

NYSE

Preferred Units

Entity Information [Line Items]

Title of 12(b) Security

Preferred Units representing limited partner interests

Trading Symbol

CEQP-P

Security Exchange Name

NYSE

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor [Line Items]
Auditor Name	Ernst & Young LLP
Auditor Location	Houston, Texas
Auditor Firm ID	42
CMLP
Auditor [Line Items]
Auditor Name	Ernst & Young LLP
Auditor Location	Houston, Texas
Auditor Firm ID	42

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash	$ 7.5	$ 13.3
Accounts receivable, less allowance for doubtful accounts	432.2	378.0
Inventory	122.6	156.5
Assets from price risk management activities	72.8	42.1
Prepaid expenses and other current assets	18.7	14.8
Total current assets	653.8	604.7
Property, plant and equipment	5,353.2	3,771.5
Less: accumulated depreciation	822.8	992.1
Property, plant and equipment, net	4,530.4	2,779.4
Intangible assets	1,306.3	1,126.1
Less: accumulated amortization	300.7	393.2
Intangible assets, net	1,005.6	732.9
Goodwill	223.0	138.6
Operating lease right-of-use assets, net	24.4	27.4
Investments in unconsolidated affiliates	119.5	155.8
Other non-current assets	10.3	6.9
Total assets	6,567.0	4,445.7
Current liabilities:
Accounts payable	305.5	336.5
Accrued expenses and other liabilities	180.8	147.1
Liabilities from price risk management activities	23.9	114.6
Current portion of long-term debt	0.0	0.2
Total current liabilities	510.2	598.4
Long-term debt, less current portion	3,378.3	2,052.1
Other long-term liabilities	333.4	258.7
Deferred income taxes	3.5	2.3
Total liabilities	4,225.4	2,911.5
Commitments and contingencies (Note 10)
Interest of non-controlling partner in subsidiary	434.4	434.6
Interest of non-controlling partner in subsidiary
Partners' capital	1,295.2	487.6
Preferred units	612.0	612.0
Total partners’ capital	1,907.2	1,099.6
Total liabilities and capital	6,567.0	4,445.7
CMLP
Assets
Cash	7.1	12.9
Accounts receivable, less allowance for doubtful accounts	432.2	378.0
Inventory	122.6	156.5
Assets from price risk management activities	72.8	42.1
Prepaid expenses and other current assets	18.7	14.4
Total current assets	653.4	603.9
Property, plant and equipment	5,350.0	4,100.8
Less: accumulated depreciation	822.6	1,193.0
Property, plant and equipment, net	4,527.4	2,907.8
Intangible assets	1,306.3	1,126.1
Less: accumulated amortization	300.7	393.2
Intangible assets, net	1,005.6	732.9
Goodwill	223.0	138.6
Operating lease right-of-use assets, net	24.4	27.4
Investments in unconsolidated affiliates	119.5	155.8
Other non-current assets	8.1	4.8
Total assets	6,561.4	4,571.2
Current liabilities:
Accounts payable	305.4	336.4
Accrued expenses and other liabilities	179.5	146.1
Liabilities from price risk management activities	23.9	114.6
Current portion of long-term debt	0.0	0.2
Total current liabilities	508.8	597.3
Long-term debt, less current portion	3,378.3	2,052.1
Other long-term liabilities	330.3	254.1
Deferred income taxes	2.3	0.8
Total liabilities	4,219.7	2,904.3
Interest of non-controlling partner in subsidiary	434.4	434.6
Interest of non-controlling partner in subsidiary
Total CEQP/CMLP partners’ capital	1,907.3	1,232.3
Total liabilities and capital	$ 6,561.4	$ 4,571.2

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts	$ 0.5	$ 0.6
Limited partners' units, issued	104,646,374	62,991,511
Limited partners' units, outstanding	104,646,374	62,991,511
Preferred units, outstanding (in units)	71,257,445	71,257,445
Preferred units, issued	71,257,445	71,257,445
CMLP
Allowance for doubtful accounts	$ 0.5	$ 0.6

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Revenues	$ 6,000.7	$ 4,569.0	$ 2,254.3
Costs of product/services sold (exclusive of items shown separately below):
Product costs - related party (Note 19)	240.9	136.8	21.0
Total costs of products/services sold	4,997.1	3,843.9	1,600.5
Operating expenses and other:
Operations and maintenance	196.1	121.0	131.8
General and administrative	130.4	97.6	91.5
Depreciation, amortization and accretion	328.9	244.2	237.4
Loss on long-lived assets, net	187.7	39.6	26.0
Gain on acquisition	(75.3)	0.0	0.0
Goodwill impairment	0.0	0.0	80.3
Total expenses	767.8	502.4	567.0
Operating income	235.8	222.7	86.8
Earnings (loss) from unconsolidated affiliates, net	15.7	(120.4)	32.5
Interest and debt expense, net	(177.4)	(132.1)	(133.6)
Gain (loss) on modification/extinguishment of debt	0.0	(7.5)	0.1
Other income (expense), net	0.3	0.1	(0.7)
Income (loss) before income taxes	74.4	(37.2)	(14.9)
Provision for income taxes	(1.9)	(0.2)	(0.4)
Net income (loss)	72.5	(37.4)	(15.3)
Net income attributable to non-controlling partner	41.2	41.1	40.8
Net income (loss) attributable to parent	31.3	(78.5)	(56.1)
Net income attributable to preferred units	60.1	60.1	60.1
Net loss attributable to partners	$ (28.8)	$ (138.6)	$ (116.2)
Net loss per limited partner unit: (Note 14)
Basic (dollars per unit)	$ (0.29)	$ (2.11)	$ (1.59)
Diluted (dollars per unit)	$ (0.29)	$ (2.11)	$ (1.59)
Weighted-average limited partners’ units outstanding:
Basic (units)	99.0	65.6	73.2
Diluted (units)	99.0	65.6	73.2
CMLP
Revenues:
Revenues	$ 6,000.7	$ 4,569.0	$ 2,254.3
Costs of product/services sold (exclusive of items shown separately below):
Product costs - related party (Note 19)	240.9	136.8	21.0
Total costs of products/services sold	4,997.1	3,843.9	1,600.5
Operating expenses and other:
Operations and maintenance	196.1	121.0	131.8
General and administrative	124.4	90.2	86.7
Depreciation, amortization and accretion	334.6	258.4	251.5
Loss on long-lived assets, net	312.7	39.4	26.0
Gain on acquisition	(75.3)	0.0	0.0
Goodwill impairment	0.0	0.0	80.3
Total expenses	892.5	509.0	576.3
Operating income	111.1	216.1	77.5
Earnings (loss) from unconsolidated affiliates, net	15.7	(120.4)	32.5
Interest and debt expense, net	(177.4)	(132.1)	(133.6)
Gain (loss) on modification/extinguishment of debt	0.0	(7.5)	0.1
Other income (expense), net	0.1	0.0	0.0
Income (loss) before income taxes	(50.5)	(43.9)	(23.5)
Provision for income taxes	(1.7)	(0.1)	0.1
Net income (loss)	(52.2)	(44.0)	(23.4)
Net income attributable to non-controlling partner	41.2	41.1	40.8
Net income (loss) attributable to parent	(93.4)	(85.1)	(64.2)
Product
Revenues:
Revenues	5,198.4	4,145.4	1,793.0
Costs of product/services sold (exclusive of items shown separately below):
Product and service costs	4,730.4	3,688.8	1,558.8
Product \| CMLP
Revenues:
Revenues	5,198.4	4,145.4	1,793.0
Costs of product/services sold (exclusive of items shown separately below):
Product and service costs	4,730.4	3,688.8	1,558.8
Product, Related Party
Revenues:
Revenues	222.6	25.8	27.3
Product, Related Party \| CMLP
Revenues:
Revenues	222.6	25.8	27.3
Service
Revenues:
Revenues	430.4	396.4	433.5
Costs of product/services sold (exclusive of items shown separately below):
Product and service costs	25.8	18.3	20.7
Service \| CMLP
Revenues:
Revenues	430.4	396.4	433.5
Costs of product/services sold (exclusive of items shown separately below):
Product and service costs	25.8	18.3	20.7
Service, Related Party
Revenues:
Revenues	149.3	1.4	0.5
Service, Related Party \| CMLP
Revenues:
Revenues	$ 149.3	$ 1.4	$ 0.5

Consolidated Statement of Partners' Capital - USD ($) $ in Millions	Total	CMLP	Preferred Units	Common Unit Capital	Limited Partners	Total Partners’ Capital	Total Partners’ Capital CMLP	Subordinated units	Common units	Preferred Units	Common Stock
Balance at the beginning of the period at Dec. 31, 2019			$ 612.0		$ 1,320.8	$ 1,932.8	$ 2,099.3
Balance at the beginning of the period (in units) at Dec. 31, 2019								400,000	71,900,000
Preferred units balance at the beginning of the period (in units) at Dec. 31, 2019										71,300,000
Increase (Decrease) in Partners' Capital [Roll Forward]
Unit-based compensation charges					34.0	34.0	29.3
Unit-based compensation charges (in units)									2,100,000
Taxes paid for unit-based compensation vesting					(15.6)	(15.6)	(15.6)
Taxes paid for unit-based compensation vesting (in units)									(600,000)
Other									200,000
Partners' Capital Account, Distributions			(60.1)		(182.7)	(242.8)	(242.6)
Partners' Capital, Other				$ 3.1		3.1	(1.1)
Net income (loss)	$ (15.3)	$ (23.4)	60.1		(116.2)	(56.1)	(64.2)
Balance at the beginning of the period (in units) at Dec. 31, 2020								400,000	73,600,000
Preferred units balance at the end of the period (in units) at Dec. 31, 2020										71,300,000
Balance at the end of the period at Dec. 31, 2020			612.0		1,043.4	1,655.4	1,805.1
Increase (Decrease) in Partners' Capital [Roll Forward]
Crestwood Holdings Transactions (Note 12)				(273.2)		(273.2)
Unit-based compensation charges					32.0	32.0	30.5
Unit-based compensation charges (in units)									1,300,000
Taxes paid for unit-based compensation vesting					(8.4)	(8.4)	(8.4)
Taxes paid for unit-based compensation vesting (in units)									(400,000)
Retirement of units (Note 12)								(400,000)	(11,500,000)
Partners' Capital Account, Distributions			(60.1)		(164.3)	(224.4)	(509.7)
Partners' Capital, Other				(3.3)		(3.3)	(0.1)
Net income (loss)	$ (37.4)	(44.0)	60.1		(138.6)	(78.5)	(85.1)
Balance at the beginning of the period (in units) at Dec. 31, 2021								0	63,000,000.0
Preferred units balance at the end of the period (in units) at Dec. 31, 2021	71,257,445									71,300,000
Balance at the end of the period at Dec. 31, 2021		1,232.3	612.0		487.6	1,099.6	1,232.3
Increase (Decrease) in Partners' Capital [Roll Forward]
Total partners’ capital	$ 1,099.6
Non-cash contributions from partner (Note 12)							1,202.4
Cash contributions from partner (Note 12)							164.3
Issuance of common units (Note 3) (in units)											45,100,000
Issuance of common units (Note 3)				1,200.8		1,200.8
Purchase of common units (Note 12)				(123.7)		(123.7)
Unit-based compensation charges					39.8	39.8	39.8
Unit-based compensation charges (in units)									1,600,000
Taxes paid for unit-based compensation vesting					(15.9)	(15.9)	(15.9)
Taxes paid for unit-based compensation vesting (in units)									(600,000)
Other									100,000
Retirement of units (Note 12)									(4,600,000)
Partners' Capital Account, Distributions			(60.1)		(265.2)	(325.3)	(622.2)
Partners' Capital, Other				$ 0.6		0.6
Net income (loss)	$ 72.5	(52.2)	60.1		(28.8)	31.3	(93.4)
Balance at the beginning of the period (in units) at Dec. 31, 2022								0	104,600,000
Preferred units balance at the end of the period (in units) at Dec. 31, 2022	71,257,445									71,300,000
Balance at the end of the period at Dec. 31, 2022		$ 1,907.3	$ 612.0		$ 1,295.2	$ 1,907.2	$ 1,907.3
Increase (Decrease) in Partners' Capital [Roll Forward]
Total partners’ capital	$ 1,907.2

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net income (loss)	$ 72.5	$ (37.4)	$ (15.3)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	328.9	244.2	237.4
Amortization of debt-related deferred costs and fair value adjustment	2.2	6.7	6.5
Unit-based compensation charges	37.2	34.9	30.7
Loss on long-lived assets, net	187.7	39.6	26.0
Gain on acquisition	(75.3)	0.0	0.0
Goodwill impairment	0.0	0.0	80.3
(Gain) loss on modification/extinguishment of debt	0.0	7.5	(0.1)
(Earnings) loss from unconsolidated affiliates, net, adjusted for cash distributions received	(0.7)	138.0	6.5
Deferred income taxes	1.1	(0.4)	0.1
Other	(0.1)	0.3	(0.1)
Changes in operating assets and liabilities:
Accounts receivable	149.4	(114.3)	(27.5)
Inventory	34.3	(67.4)	(33.7)
Prepaid expenses and other current assets	(2.4)	(1.0)	(3.7)
Accounts payable, accrued expenses and other liabilities	(181.3)	148.3	(1.2)
Reimbursements of property, plant and equipment	7.1	4.3	15.7
Change in price risk management activities, net	(121.4)	23.4	86.5
Net cash provided by operating activities	439.2	426.7	408.1
Investing activities
Acquisitions, net of cash acquired (Note 3)	(604.3)	0.0	(162.3)
Purchases of property, plant and equipment	(229.3)	(83.2)	(168.3)
Investments in unconsolidated affiliates	(90.9)	(17.6)	(9.4)
Capital distributions from unconsolidated affiliates	11.8	652.0	39.4
Net proceeds from sale of assets, including equity investments	521.6	17.7	27.3
Net cash provided by (used in) investing activities	(391.1)	568.9	(273.3)
Financing activities
Proceeds from the issuance of long-term debt	3,743.0	2,859.5	1,125.1
Payments on long-term debt	(3,254.3)	(3,287.5)	(975.8)
-32000000	(32.0)	(2.8)	(3.1)
Payments for deferred financing costs	(3.7)	(17.9)	0.0
Net proceeds from issuance of non-controlling interest	0.0	1.0	2.8
Purchase of common units	(123.7)	0.0	0.0
Distributions to partners	(265.2)	(164.3)	(182.7)
Distributions to non-controlling partner	(41.4)	(40.2)	(37.1)
Distributions to preferred unitholders	(60.1)	(60.1)	(60.1)
Taxes paid for unit-based compensation vesting	(15.9)	(8.4)	(15.6)
Other	(0.6)	0.0	0.0
Net cash used in financing activities	(53.9)	(996.3)	(146.5)
Net change in cash	(5.8)	(0.7)	(11.7)
Cash at beginning of period	13.3	14.0	25.7
Cash at end of period	7.5	13.3	14.0
Supplemental disclosure of cash flow information
Cash paid for interest	178.2	125.9	129.8
Cash paid for income taxes	1.8	0.8	0.6
Supplemental schedule of noncash investing activities
Net change to property, plant and equipment through accounts payable and accrued expenses	7.4	(5.8)	40.0
CMLP
Operating activities
Net income (loss)	(52.2)	(44.0)	(23.4)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	334.6	258.4	251.5
Amortization of debt-related deferred costs and fair value adjustment	2.2	6.7	6.5
Unit-based compensation charges	37.2	34.9	30.7
Loss on long-lived assets, net	312.7	39.4	26.0
Gain on acquisition	(75.3)	0.0	0.0
Goodwill impairment	0.0	0.0	80.3
(Gain) loss on modification/extinguishment of debt	0.0	7.5	(0.1)
(Earnings) loss from unconsolidated affiliates, net, adjusted for cash distributions received	(0.7)	138.0	6.5
Deferred income taxes	1.2	0.0	0.0
Other	(0.1)	0.3	(0.1)
Changes in operating assets and liabilities:
Accounts receivable	149.4	(114.3)	(27.8)
Inventory	34.3	(67.4)	(33.7)
Prepaid expenses and other current assets	(2.5)	(0.6)	(4.6)
Accounts payable, accrued expenses and other liabilities	(181.3)	147.8	(6.1)
Reimbursements of property, plant and equipment	7.1	4.3	15.7
Change in price risk management activities, net	(121.4)	23.4	86.5
Net cash provided by operating activities	445.2	434.4	407.9
Investing activities
Acquisitions, net of cash acquired (Note 3)	(602.7)	0.0	(162.3)
Purchases of property, plant and equipment	(228.6)	(81.3)	(168.3)
Investments in unconsolidated affiliates	(90.9)	(17.6)	(9.4)
Capital distributions from unconsolidated affiliates	11.8	652.0	39.4
Net proceeds from sale of assets, including equity investments	521.6	17.7	27.3
Net cash provided by (used in) investing activities	(388.8)	570.8	(273.3)
Financing activities
Proceeds from the issuance of long-term debt	3,743.0	2,859.5	1,125.1
Payments on long-term debt	(3,254.3)	(3,287.5)	(975.8)
-32000000	(32.0)	(2.8)	(3.1)
Payments for deferred financing costs	(3.7)	(17.9)	0.0
Net proceeds from issuance of non-controlling interest	0.0	1.0	2.8
Contributions from partner	164.3	0.0	0.0
Distributions to partners	(622.2)	(509.7)	(242.6)
Distributions to non-controlling partner	(41.4)	(40.2)	(37.1)
Taxes paid for unit-based compensation vesting	(15.9)	(8.4)	(15.6)
Net cash used in financing activities	(62.2)	(1,006.0)	(146.3)
Net change in cash	(5.8)	(0.8)	(11.7)
Cash at beginning of period	12.9	13.7	25.4
Cash at end of period	7.1	12.9	13.7
Supplemental disclosure of cash flow information
Cash paid for interest	178.2	125.9	129.8
Cash paid for income taxes	1.3	0.5	0.5
Supplemental schedule of noncash investing activities
Net change to property, plant and equipment through accounts payable and accrued expenses	$ 7.4	$ (5.8)	$ 40.0

Organization and Business Description	12 Months Ended
Organization and Business Description	Dec. 31, 2022
Disclosure Partnership Organization And Basis Of Presentation Narrative [Abstract]
Organization and Business Description	Organization and Business Description The accompanying notes to the consolidated financial statements apply to Crestwood Equity Partners LP (the Company, Crestwood Equity or CEQP) and Crestwood Midstream Partners LP (Crestwood Midstream or CMLP) unless otherwise indicated. Organization Crestwood Equity Partners LP. CEQP is a publicly-traded (NYSE: CEQP) Delaware limited partnership formed in March 2001. Crestwood Equity GP LLC (Crestwood Equity GP), our wholly-owned subsidiary, owns our non-economic general partnership interest. Crestwood Midstream Partners LP. Crestwood Equity owns a 99.9% limited partnership interest in Crestwood Midstream and Crestwood Gas Services GP LLC (CGS GP), a wholly-owned subsidiary of Crestwood Equity, owns a 0.1% limited partnership interest in Crestwood Midstream. Crestwood Midstream GP LLC, a wholly-owned subsidiary of Crestwood Equity, owns the non-economic general partnership interest of Crestwood Midstream. Unless otherwise indicated, references in this report to “we,” “us,” “our,” “ours,” “our company,” the “partnership,” the “Company,” “Crestwood Equity,” “CEQP,” and similar terms refer to either Crestwood Equity Partners LP itself or Crestwood Equity Partners LP and its consolidated subsidiaries, as the context requires. Unless otherwise indicated, references to “Crestwood Midstream” and “CMLP” refer to Crestwood Midstream Partners LP and its consolidated subsidiaries. Description of Business Crestwood Equity develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. We provide broad-ranging infrastructure solutions across the value chain to service premier liquids-rich natural gas and crude oil shale plays across the United States. We own and operate a diversified portfolio of NGL, crude oil, natural gas and produced water gathering, processing, storage, disposal and transportation assets that connect fundamental energy supply with energy demand across the United States. Crestwood Equity is a holding company and all of its consolidated operating assets are owned by or through its wholly-owned subsidiary, Crestwood Midstream. See Note 16 for information regarding our operating and reporting segments.

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of all consolidated subsidiaries after the elimination of all intercompany accounts and transactions. Certain footnote disclosures in the prior periods have been reclassified to conform to the current year presentation, none of which impacted our previously reported net income, earnings per unit or partners’ capital. 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.

Significant Accounting Policies

Principles of Consolidation

We consolidate entities when we have the ability to control or direct the operating and financial decisions of the entity or when we have a significant interest in the entity that gives us the ability to direct the activities that are significant to that entity. The determination to consolidate or apply the equity method of accounting to an entity can also require us to evaluate whether that entity is considered a variable interest entity. This evaluation, along with the determination of our ability to control, direct or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can

exert significant influence over, but do not control or direct the policies, decisions or activities of an entity. We use the cost method of accounting where we are unable to exert significant influence over the entity.

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts we report as assets, liabilities, revenues and expenses and our disclosures in these consolidated financial statements. Actual results can differ from those estimates.

Cash

We consider all highly liquid investments with an original maturity of less than three months to be cash.

Accounts Receivable

We record accounts receivable when products or services are delivered and it is probable that payment will be received for those products or services, and we do not record any interest or penalties on accounts receivable that are past due under the terms of the related arrangement or invoice until those amounts are received. We estimate the allowance for doubtful accounts using a method that considers both the aging of our accounts receivable and the projected loss rate of our receivables. We write off accounts receivable, and the related allowance for doubtful accounts, when it becomes remote that payment for products or services will be received.

Inventory

Our inventory, which is stated at the lower of cost or net realizable value and cost is computed predominantly using the average cost method, consisted of the following (in millions):


	December 31,
	2022		2021
NGLs, crude oil and natural gas	$	121.8	$	155.6
Spare parts	0.8		0.9
Total inventory	$	122.6	$	156.5

Property, Plant and Equipment

Property, plant and equipment is recorded at is original cost of construction or, upon acquisition, at the fair value of the assets acquired. For assets we construct, we capitalize direct costs, such as labor and materials, and indirect costs, such as overhead and interest. We capitalize major units of property replacements or improvement and expense minor items. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows:


			Years
Gathering systems and pipelines			20
Facilities and equipment			3 - 20
Buildings, rights-of-way and easements			5 - 50
Office furniture and fixtures			5 - 10
Vehicles			5

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or changes in circumstances are present, a loss is recognized if the carrying value of the asset is in excess of the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is typically based on discounted cash flow projections using assumptions as to revenues, costs and discount rates typical of third party market participants, which is a Level 3 fair value measurement.

Projected cash flows of our property, plant and equipment are generally based on current and anticipated future market conditions, which require significant judgment to make projections and assumptions about pricing, demand, competition,

operating costs, constructions costs, legal and regulatory issues and other factors that may extend many years into the future and are often outside of our control. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates.

During 2022, we recorded a loss on long-lived assets of approximately $7.0 million related to the anticipated sale of parts inventory related to our gathering and processing south segment’s legacy Granite Wash operations. During 2021, we recorded $40.1 million of impairments of our property, plant and equipment to reflect our gathering and processing south segment’s compressor stations in our Marcellus operations at fair value based on the actual or anticipated dismantlement and redeployment of those assets to other areas. During 2020, we recorded $3.1 million of impairments of our property, plant and equipment primarily related to the removal and retirement of certain water gathering facilities in our gathering and processing north segment in response to several produced water releases on our Arrow system over the past few years. During 2022 and 2020, we sold several of our legacy assets and we recorded gains and losses on long-lived assets related to each of these divestitures. For a further discussion of these asset sales, see Note 3 and Note 11.

Identifiable Intangible Assets and Liabilities

Our identifiable intangible assets consist of customer relationships, trademarks and certain revenue contracts. These intangible assets have arisen primarily from acquisitions. We amortize certain of our revenue contracts based on the projected cash flows associated with these contracts if the projected cash flows are readily determinable, otherwise we amortize our revenue contracts on a straight-line basis. We recognize acquired intangible assets separately if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so.

Projected cash flows of our intangible assets are generally based on current and anticipated future market conditions, which require significant judgment to make projections and assumptions about pricing, demand, competition, operating costs, construction costs, legal and regulatory issues and other factors that may extend many years into the future and are often outside of our control. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates.

We did not record any impairments of our intangible assets during the years ended December 31, 2022, 2021 or 2020.

We amortize our intangible assets on a straight-line basis over their estimated economic lives. The weighted average amortization period of our intangible assets are as follows:


			Years
Customer relationships			21
Revenue contracts			18
Trademarks			10

Our identifiable intangible liabilities primarily consist of revenue contracts and are amortized over the life of the respective revenue contract. These intangible liabilities primarily relate to our Sendero Acquisition and CPJV Acquisition (as defined in Note 3) during 2022. We reflect our intangible liabilities as other long-term liabilities on our consolidated balance sheet.

Goodwill

Our goodwill represents the excess of the amount we paid for a business over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment annually on December 31, and whenever events indicate that it is more likely than not that the fair value of a reporting unit could be less than its carrying amount. This evaluation requires us to compare the fair value of each of our reporting units to its carrying value (including goodwill). If the fair value exceeds the carrying amount, goodwill of the reporting unit is not considered impaired.

We estimate the fair value of our reporting units based on a number of factors, including discount rates, projected cash flows and the potential value we would receive if we sold the reporting unit. Estimating projected cash flows requires us to make certain assumptions as it relates to the future operating performance of each of our reporting units (which includes assumptions, among others, about estimating future operating margins and related future growth in those margins, contracting efforts and the cost and timing of facility expansions) and assumptions related to our customers, such as their future capital and operating plans

and their financial condition. When considering operating performance, various factors are considered such as current and changing economic conditions and the commodity price environment, among others. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates. If the assumptions embodied in the projections prove inaccurate, we could incur a future impairment charge. In addition, the use of the income approach to determine the fair value of our reporting units (see further discussion of the use of the income approach below) could result in a different fair value if we had utilized a market approach, or a combination thereof.

Upon acquisition, we are required to record the assets, liabilities and goodwill of a reporting unit at its fair value on the date of acquisition. As a result, any level of decrease in the forecasted cash flows of these businesses or increases in the discount rates utilized to value those businesses from their respective acquisition dates would likely result in the fair value of the reporting unit falling below the carrying value of the reporting unit, and could result in an assessment of whether that reporting unit’s goodwill is impaired.

We acquired our Powder River Basin reporting unit in 2019 and recorded it at fair value at that time. During 2020, current and forward commodity prices significantly declined from their levels at December 31, 2019 due primarily to the decreases in energy demand as a result of the outbreak of the COVID-19 pandemic and actions taken by the Organization of the Petroleum Exporting Countries, Russia, the United States and other oil-producing countries relating to the oversupply of oil. Based on these events, we determined that the forecasted cash flows, and therefore the fair value, of our Powder River Basin reporting unit significantly decreased during 2020, and accordingly performed a quantitative impairment assessment of the goodwill related to that reporting unit during that period. Based on our quantitative assessment, which utilized the income approach, we determined that the goodwill associated with the Powder River Basin reporting unit should be fully impaired, and accordingly we recorded an $80.3 million impairment of the goodwill attributed to that reporting unit in the gathering and processing north segment during the year ended December 31, 2020.

During 2022, we completed several acquisitions (which are further described in Note 3) that resulted in the modification of our reporting units. As a result of this modification, we have three reporting units with goodwill as of December 31, 2022: (i) Williston (includes our gathering and processing north segment’s Williston Basin operations acquired in the Oasis Merger as described in Note 3 and its Arrow operations); (ii) Permian (includes our gathering and processing south segment’s Permian operations acquired in the Oasis Merger, Sendero Acquisition and CPJV Acquisition, each of which are defined in Note 3); and (iii) NGL Marketing and Logistics (included in our storage and logistics segment’s operations). In conjunction with these acquisitions, we combined our historical Arrow reporting unit into the Williston reporting unit and aggregated the acquired Permian operations into our Permian reporting unit for the purpose of evaluating goodwill for impairment on an ongoing basis. Upon modification of our reporting units and at December 31, 2022, we performed an assessment of our goodwill and based on our analysis, we did not record any impairment of goodwill for the year ended December 31, 2022.

The following table summarizes the goodwill of our reporting units (in millions). We did not record any impairments of goodwill during the years ended December 31, 2022 and 2021. At December 31, 2022, our accumulated goodwill impairments at CEQP and CMLP were approximately $1,736.8 million and $1,479.6 million, respectively.


	Goodwill at December 31, 2021		Additions during the Year Ended December 31, 2022		Goodwill at December 31, 2022
Gathering and Processing North
Williston	$	45.9	$	48.8	$	94.7
Gathering and Processing South
Permian	—		35.6		35.6
Storage and Logistics
NGL Marketing and Logistics	92.7		—		92.7
Total	$	138.6	$	84.4	$	223.0

Leases

We enter into leases with third parties for the right to utilize certain office buildings, vehicles and other operating facilities and equipment. For contracts that extend for a period greater than 12 months, we recognize a right-of-use asset and a corresponding lease liability on our consolidated balance sheets based on the present value of each lease, which is based on the future minimum lease payments and is determined by discounting these payments using our incremental borrowing rate. We recognize operating lease expense on our consolidated statements of operations as either costs of product/services sold, operations and

maintenance expenses or general and administrative expenses on a straight-line basis over the lease term. We do not have any material leases where we are considered to be the lessor. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any material revenue contracts that are considered leases.

Investments in Unconsolidated Affiliates

Equity method investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Differences in the basis of investments and the separate net asset values of the investees, if any, are amortized into net income or loss over the remaining useful lives of the underlying assets and liabilities, except for the excess related to goodwill. We evaluate our equity method investments for impairment when events or circumstances indicate that the carrying value of the equity method investment may be impaired and that impairment is other than temporary. If an event occurs, we evaluate the recoverability of our carrying value based on the fair value of the investment. If an impairment is indicated, or if we decide to sell an investment in an unconsolidated affiliate, we adjust the carrying values of the asset downward, if necessary, to their estimated fair values. We did not record impairments of our equity method investments during the years ended December 31, 2022, 2021 and 2020. During the year ended December 31, 2021, we recorded our proportionate share of the impairments recorded by our Stagecoach Gas Services LLC equity method investment related to the sale of its assets, which we recorded as a reduction to our earnings from unconsolidated affiliates. During the year ended December 31, 2020, we recorded a reduction in equity earnings from our Powder River Basin Industrial Complex, LLC equity method investment as a result of us recording our proportionate share of a long-lived asset impairment recorded by the equity method investee. See Note 6 for a further discussion of these impairments recorded by our equity method investments.

Asset Retirement Obligations

An asset retirement obligation (ARO) is an estimated liability for the cost to retire a tangible asset. We record a liability for legal or contractual obligations to retire our long-lived assets associated with our facilities and right-of-way contracts we hold. We record a liability in the period the obligation is incurred and estimable. An ARO is initially recorded at its estimated fair value with a corresponding increase to property, plant and equipment. This increase in property, plant and equipment is then depreciated over the useful life of the asset to which that liability relates. An ongoing expense is recognized for changes in the fair value of the liability as a result of the passage of time, which we record as depreciation, amortization and accretion expense on our consolidated statements of operations.

We have various obligations to remove property, plant and equipment on rights-of-way and leases for which we cannot currently estimate the fair value of those obligations because the associated assets have indeterminate lives. An asset retirement obligation liability (and related assets), if any, will be recorded for these obligations once sufficient information is available to reasonably estimate the fair value of the obligations. Our current AROs are reflected in accrued expenses and other liabilities and our long-term AROs are reflected in other long-term liabilities on our consolidated balance sheets.

Deferred Financing Costs

Deferred financing costs represent costs associated with obtaining long-term financing and are amortized over the term of the related debt using a method which approximates the effective interest method and has a weighted average remaining life of five years. Our net deferred financing costs are reflected as a reduction of long-term debt on our consolidated balance sheets.

Environmental Costs and Other Contingencies

We recognize liabilities for environmental and other contingencies when there is an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the low end of the range is accrued.

We record liabilities for environmental contingencies at their undiscounted amounts on our consolidated balance sheets as accrued expenses and other liabilities when environmental assessments indicate that remediation efforts are probable and costs can be reasonably estimated. Estimates of our liabilities are based on currently available facts and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors. These estimates are subject to revision in future periods based on actual costs or new circumstances. We capitalize costs that benefit future periods and recognize a current period charge in operations and maintenance expenses when clean-up efforts do not benefit future periods.

We evaluate potential recoveries of amounts from third parties, including insurance coverage, separately from our liability. Recovery is evaluated based on the solvency of the third party, among other factors. When recovery is assured, we record and report an asset separately from the associated liability on our consolidated balance sheet.

Revenue Recognition

We provide gathering, processing, compression, storage, fractionation, and transportation (consisting of pipelines, truck and rail terminals, truck/trailer units and rail cars) services and we sell commodities (including crude oil, natural gas and NGLs) under various contracts, which are described below.

•Fixed-fee contracts. Under these contracts, we do not take title to the underlying crude oil, natural gas, NGLs and water but charge our customers a fixed-fee for the services we provide, which can be a firm reservation charge and/or a charge per volume gathered, processed, compressed, stored, loaded and/or transported (which, in certain contracts, can be subject to a minimum level of volumes).

•Percentage-of-proceeds service contracts. Under these contracts, we take title to crude oil, natural gas or NGLs after the commodity leaves our gathering and processing facilities. We often market and sell those commodities to third parties after they leave our facilities and we will remit a portion of the sales proceeds to our producers.

•Percentage-of-proceeds product contracts. Under these contracts, we take title to crude oil, natural gas or NGLs before the commodity enters our facilities. We market and sell those commodities to third parties and we will remit a portion of the sales proceeds to our producers.

•Purchase and sale contracts. Under these contracts, we purchase crude oil, natural gas or NGLs before the commodity enters our facilities, and we market and sell those commodities to third parties.

We recognize revenues for services and products under revenue contracts as our obligations to perform services or deliver/sell products under the contracts are satisfied. A contract’s transaction price is allocated to each performance obligation in the contract and recognized as revenue when, or as, the performance obligation is satisfied. Our fixed-fee contracts and our percentage-of-proceeds service contracts primarily have a single performance obligation to deliver a series of distinct goods or services that are substantially the same and have the same pattern of transfer to our customers. For performance obligations associated with these contracts, we recognize revenues over time utilizing the output method based on the actual volumes of products delivered/sold or services performed, because the single performance obligation is satisfied over time using the same performance measure of progress toward satisfaction of the performance obligation. The transaction price under certain of our fixed-fee contracts and percentage-of-proceeds service contracts includes variable consideration that varies primarily based on actual volumes that are delivered under the contracts. Because the variable consideration specifically relates to our efforts to transfer the services and/or products under the contracts, we allocate the variable consideration entirely to the distinct service, and accordingly recognize the variable consideration as revenues at the time the good or service is transferred to the customer.

Certain of our fixed-fee contracts contain minimum volume features under which the customers must utilize our services to gather, compress or load a specified quantity of crude oil or natural gas or pay a deficiency fee based on the difference between actual volumes and the contractual minimum volume. We recognize revenues from these contracts when actual volumes are gathered, compressed or loaded and the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote.

We recognize revenues at a point in time for performance obligations associated with our percentage-of proceeds product contracts and purchase and sale contracts, and these revenues are recognized because control of the underlying product is transferred to the customer when the distinct good is provided to the customer.

The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgments and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative standalone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can significantly vary from those judgments and assumptions. We did not have any material contracts with multiple performance obligations or under which we received material amounts of non-cash consideration during the years ended December 31, 2022, 2021 and 2020.

Amounts due from our customers under our revenue contracts are typically billed as the service is being provided or on a weekly, bi-weekly or monthly basis and are due within 30 days of billing. Under certain of our contracts, we recognize revenues in excess of billings which we present as contract assets on our consolidated balance sheets.

Under certain contracts, we are entitled to receive payments in advance of satisfying our performance obligations under the contracts. We recognize a liability for these payments in excess of revenue recognized and present it as deferred revenue or contract liabilities on our consolidated balance sheets. Our deferred revenue primarily relates to:

•Capital Reimbursements. Certain of our contracts require that our customers reimburse us for capital expenditures related to the construction of long-lived assets utilized to provide services to them under the respective revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.

•Contracts with Increasing (Decreasing) Rates per Unit. Certain of our contracts have fixed rates per volume that increase and/or decrease over the life of the contract once certain time periods or thresholds are met. We record revenues on these contracts ratably per unit over the life of the contract based on estimated volumes and the remaining performance obligations to be performed, which can result in the deferral of revenue for the difference between the consideration received and the ratable revenue recognized.

Credit Risk and Concentrations

Inherent in our contractual portfolio are certain credit risks. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. We take an active role in managing credit risk and have established control procedures, which are reviewed on an ongoing basis. We attempt to minimize credit risk exposure through credit policies and periodic monitoring procedures as well as through customer deposits, letters of credit and entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate.

Income Taxes

Crestwood Equity is a master limited partnership and Crestwood Midstream is a limited partnership. Partnerships are generally not subject to federal income tax, although publicly-traded partnerships are treated as corporations for federal income tax purposes and therefore are subject to federal income tax, unless the partnership generates at least 90% of its gross income from qualifying sources. If the qualifying income requirement is satisfied, the publicly-traded partnership will be treated as a partnership for federal income tax purposes. We satisfy the qualifying income requirement and are treated as a partnership for federal and state income tax purposes. Our consolidated earnings are included in the federal and state income tax returns of our partners. However, legislation in certain states allows for taxation of partnerships, and as such, certain state taxes have been included in our accompanying financial statements as income taxes due to the nature of the tax in those particular states as discussed below. In addition, federal and state income taxes are provided on the earnings of the subsidiaries incorporated as taxable entities. We are required to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using expected rates in effect for the year in which the differences are expected to reverse.

We are responsible for the Texas Margin tax included in our Texas franchise tax returns. The margin tax qualifies as an income tax under U.S. 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.

Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and the financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement.

Price Risk Management Activities

We utilize certain derivative financial instruments to (i) manage our exposure to commodity price risk, specifically, the related change in the fair value of inventory, as well as the variability of cash flows related to forecasted transactions; and (ii) ensure the availability of adequate physical supply of commodity. We record all derivative instruments as either assets or liabilities on our consolidated balance sheets at their fair values. Changes in the fair value of these derivative financial instruments are recorded through current earnings. We do not have any derivatives designated as fair value hedges or cash flow hedges for accounting purposes.

Unit-Based CompensationLong-term incentive awards are granted under the Crestwood Equity Partners LP Long Term Incentive Plan (Crestwood LTIP). Unit-based compensation awards consist of restricted units and performance units that are recognized in our consolidated statements of operations based on their grant date at fair value. For restricted units, we generally recognize the expense over the vesting period on a straight line basis. For performance units, we remeasure compensation expense at each balance sheet date because the vesting is subject to the attainment of certain performance and market goals over a three-year period. For those awards that are reflected in liabilities, we remeasure the associated liability at every balance sheet date through settlement, such that the vested portion of the liability is adjusted to reflect its revised fair value through compensation expense.

Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

Acquisitions

During the years ended December 31, 2022 and 2020, we completed several acquisitions which are further described below. We accounted for each of these acquisitions as business combinations using the acquisition method of accounting. In addition, the purchase accounting for our acquisitions during 2022 reflects the adoption of Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805) during the year ended December 31, 2022.

Oasis Merger

On October 25, 2021, we entered into a merger agreement to acquire Oasis Midstream Partners LP (Oasis Midstream) in an equity and cash transaction (the Oasis Merger). Oasis Midstream operated a diversified portfolio of midstream assets located in the Williston and Delaware Basins and its operations included natural gas services (gathering, compression, processing and gas lift supply), crude oil services (gathering, terminalling and transportation), and water services (gathering and disposal of produced and flowback water and freshwater distribution).

On February 1, 2022, we completed the merger with Oasis Midstream, which was valued at approximately $1.8 billion. Pursuant to the merger agreement, Oasis Petroleum Inc., now known as Chord Energy Corporation (Chord), received $150 million in cash plus approximately 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 approximately 12.9 million newly issued CEQP common units in exchange for the approximately 14.8 million Oasis Midstream common units held by them. Additionally, under the merger agreement Oasis Petroleum received a $10 million cash payment in exchange for its ownership of the general partner of Oasis Midstream.

The fair value of the assets acquired and liabilities assumed were determined primarily utilizing market related information and other projections on the performance of the assets acquired, including an analysis of discounted cash flows at a discount rate of approximately 12%. Certain fair values are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm. We estimated the fair value of the senior notes assumed based on quoted market prices for similar issuances which are considered Level 2 fair value measurements.

The following table summarizes the final valuation of the assets acquired and liabilities assumed at the acquisition date (in millions):


Cash	$	14.9
Other current assets	63.2
Property, plant and equipment	1,264.4
Intangible assets	464.0
Total assets acquired	1,806.5
Current liabilities	48.2
Long-term debt(1)	698.7
Other long-term liabilities(2)	25.8
Total liabilities assumed	772.7
Net assets acquired excluding goodwill	1,033.8
Goodwill	56.2
Net assets acquired	$	1,090.0

(1) Consists of approximately $218 million outstanding borrowings under the Oasis Midstream credit facility, which was immediately repaid upon the closing of the Oasis Merger and approximately $450 million of unsecured senior notes and the related fair value adjustment of approximately $30.7 million. For a further discussion of the long-term debt assumed in conjunction with the Oasis Merger, see Note 8.

(2) Consists primarily of liabilities for asset retirement obligations of approximately $16.1 million.

The identifiable intangible assets primarily consist of customer relationships with Oasis Petroleum and other customers with a weighted-average life of 20 years. The goodwill recognized relates primarily to the anticipated operating synergies between the assets acquired and our existing operations. We reflected approximately $48.8 million of goodwill in our gathering and processing north segment and approximately $7.4 million in our gathering and processing south segment.

The financial results of the Williston Basin operations are included in our gathering and processing north segment and the financial results of the Delaware Basin operations are included in our gathering and processing south segment from the date of acquisition. During the year ended December 31, 2022, we recognized approximately $21.8 million of transaction costs related to the Oasis Merger, which are included in general and administrative expenses in our consolidated statements of operations. During the year ended December 31, 2022, we recognized approximately $368.2 million of revenues and $127.4 million of net income related to the operations acquired from Oasis Midstream.

Sendero Acquisition

On July 11, 2022, we acquired Sendero Midstream Partners, LP (Sendero), a privately-held midstream company, for cash consideration of approximately $631.2 million (Sendero Acquisition). Sendero’s assets are located in Eddy County, New Mexico and its operations include natural gas gathering, compression and processing services.

The fair values of the assets acquired and liabilities assumed were determined primarily utilizing market related information and other projections on the performance of the assets acquired, including an analysis of discounted cash flows at a discount rate of approximately 13%. Certain fair values are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm.

The following table summarizes the final valuation of the assets acquired and liabilities assumed at the acquisition date (in millions). The final valuation primarily resulted in an increase to the fair value of property, plant and equipment of approximately $97 million with a corresponding decrease to intangible assets from the amounts recorded in the initial preliminary purchase price allocation recorded earlier in 2022. The impact of this change to our depreciation, amortization and accretion expense for the year ended December 31, 2022 was not material.


Cash	$	28.5
Other current assets	77.3
Property, plant and equipment	537.5
Intangible assets	41.5
Other non-current assets	0.1
Total assets acquired	684.9
Current liabilities	63.9
Long-term liabilities(1)	18.0
Total liabilities assumed	81.9
Net assets acquired excluding goodwill	603.0
Goodwill	28.2
Total purchase price	$	631.2

(1) Includes intangible liabilities of approximately $14.0 million which are further described below.

The identifiable intangible assets primarily consist of customer relationships with a weighted-average life of 20 years and the identifiable intangible liabilities primarily consist of revenue contracts with a weighted-average life of 10 years. The goodwill recognized relates primarily to the anticipated operating synergies between the assets acquired and the operations acquired in conjunction with the CPJV Acquisition discussed below.

The financial results of the operations acquired from Sendero are included in our gathering and processing south segment from the date of acquisition. During the year ended December 31, 2022, we recognized approximately $9.6 million of transaction costs related to the Sendero Acquisition, which are included in general and administrative expenses in our consolidated statements of operations. During the year ended December 31, 2022, we recognized approximately $261.8 million of revenues and $31.0 million of net income related to the operations acquired from Sendero.

CPJV Acquisition

On July 11, 2022, we acquired First Reserve Management, L.P.’s (First Reserve) 50% equity interest in Crestwood Permian Basin Holdings LLC (Crestwood Permian) in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units (CPJV Acquisition). Prior to the CPJV Acquisition, we owned a 50% equity interest in Crestwood Permian, which we accounted for under the equity method of accounting and we reflected this equity investment in our gathering and processing south segment. As a result of this transaction, we control and own 100% of the equity interests in Crestwood Permian.

The fair values of the assets acquired and liabilities assumed were determined primarily utilizing market related information and other projections on the performance of the assets acquired, including an analysis of discounted cash flows at a discount rate of approximately 15%. Certain fair values are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm.

The following table summarizes the final valuation of the assets acquired and liabilities assumed at the acquisition date (in millions). The final valuation primarily resulted in an increase to the fair value of property, plant and equipment of approximately $47 million, an increase to other long-term liabilities of approximately $2 million, and other working capital adjustments, and the elimination of intangible assets and goodwill of approximately $16 million and $29 million, respectively, from the amounts recorded in the initial preliminary purchase price allocation recorded earlier in 2022. The impact of this change to our depreciation, amortization and accretion expense for the year ended December 31, 2022 was not material.


Cash	$	149.4
Other current assets(3)	44.0
Property, plant and equipment	500.8

Investment in unconsolidated affiliate	78.6

Other non-current assets	4.9
Total assets acquired	777.7
Current liabilities(3)	75.1
Long-term debt(1)	140.2
Other long-term liabilities(2)	49.7
Total liabilities assumed	265.0
Fair value of 100% of interest in Crestwood Permian	512.7
Less:
Elimination of equity interest in Crestwood Permian(3)	177.7
Gain on acquisition of Crestwood Permian	75.3
Total purchase price(3)	$	259.7

(1) Consists of a revolving credit facility, which was repaid in January 2023. See Note 9 for a further discussion of this credit facility.

(2) Includes intangible liabilities of approximately $38.9 million which are further described below.

(3) In conjunction with the CPJV Acquisition, we eliminated approximately $34.0 million of net accounts payable that were due to Crestwood Permian from a subsidiary of CMLP, which are reflected as a $17.0 million reduction of our equity investment in Crestwood Permian and a $17.0 million reduction of the total purchase price in the table above.

The identifiable intangible liabilities primarily consist of revenue contracts with a weighted-average life of eight years. As shown in the table above, the fair value of the assets acquired and liabilities assumed in the CPJV Acquisition exceeded the sum of the cash consideration paid, the fair value of the common units issued and the historical book value of our 50% equity interest in Crestwood Permian (which was derecognized) and, as a result, we recognized a gain of approximately $75.3 million, which is included in gain on acquisition in our consolidated statements of operations.

The consolidated financial results of Crestwood Permian are included in our gathering and processing south segment from the date of acquisition. During the year ended December 31, 2022, we recognized approximately $0.5 million of transaction costs related to the CPJV Acquisition, which are included in general and administrative expenses in our consolidated statements of operations. During the year ended December 31, 2022, we recognized approximately $270.0 million of revenues and $14.8 million of net income related to Crestwood Permian’s operations.

The tables below present selected unaudited pro forma information related to the Oasis Merger, Sendero Acquisition and CPJV Acquisition as if these acquisitions had occurred on January 1, 2020 (in millions). The pro forma information is not necessarily indicative of the financial results that would have occurred if the acquisitions had been completed as of the date indicated. The pro forma amounts were calculated after applying our accounting policies and adjusting the results to reflect the depreciation, amortization and accretion expense that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and liabilities had been made at the beginning of the reporting period. The pro forma net income (loss) also includes the net effects of interest expense on incremental borrowings, repayments of long-term debt and amortization of the fair value adjustment to long-term debt.

Crestwood Equity


	Year Ended December 31,
	2022		2021		2020
Revenues	$	6,234.9	$	5,197.9	$	2,688.9
Net income (loss)	$	93.4	$	21.9	$	(116.0)
Net loss attributable to partners	$	(7.9)	$	(79.3)	$	(216.9)
Net loss per limited partner unit:
Basic and Diluted	$	(0.07)	$	(0.72)	$	(1.83)

Crestwood Midstream


	Year Ended December 31,
	2022		2021		2020
Revenues	$	6,234.9	$	5,197.9	$	2,688.9
Net income (loss)	$	(31.3)	$	15.3	$	(124.1)

NGL Asset Acquisition

In April 2020, we acquired several NGL storage and rail-to-truck terminals from Plains All American Pipeline, L.P. for approximately $162 million (NGL Asset Acquisition). The acquired assets include 7 MMBbls of NGL storage and seven terminals, and resulted in an increase of approximately $110 million to our property, plant and equipment, $50 million to our intangible assets and $2 million to our other assets and liabilities, net. The identifiable intangible assets primarily consist of customer accounts with a weighted-average remaining life of 20 years on the date of acquisition. We allocated the purchase price to these assets and liabilities based on their fair values, which are Level 3 fair value measurements and were developed by management with the assistance of a third-party valuation firm utilizing market-related information about the property, plant and equipment and customer relationships acquired. These assets are included in our storage and logistics segment. The transaction costs related to this acquisition were not material during the year ended December 31, 2020.

Divestitures

Barnett

In July 2022, we sold our assets in the Barnett Shale to EnLink Midstream, LLC (EnLink) for approximately $290 million, including working capital adjustments. During the year ended December 31, 2022, Crestwood Midstream recorded a loss on the sale of approximately $53 million, which is included in loss on long-lived assets, net on its consolidated statement of operations. Crestwood Equity’s historical carrying value of the property, plant and equipment related to the Barnett Shale assets was less than the sales proceeds due to historical impairments previously recorded on the property, plant and equipment by Crestwood Equity and as a result, during the year ended December 31, 2022, Crestwood Equity recorded a gain on the sale of approximately $72 million, which is included in (gain) loss on long-lived assets, net on its consolidated statement of operations. The sale of the Barnett assets resulted in a decrease of approximately $346.9 million and $221.9 million of property, plant and equipment, net at CMLP and CEQP, respectively, and a decrease of approximately $18.9 million in liabilities for asset retirement obligations at both CMLP and CEQP. Our assets in the Barnett Shale were previously included in our gathering and processing south segment and included our Cowtown, Lake Arlington and Alliance systems which consisted of natural gas processing units, gathering systems and related dehydration, compression and amine treating facilities located in Texas.

Marcellus

In October 2022, we sold our assets in the Marcellus Shale to Antero Midstream Corporation for approximately $206 million, and during the year ended December 31, 2022, we recorded a loss on long-lived assets of approximately $250 million, which is included in loss on long-lived assets, net on our consolidated statement of operations. The sale of our Marcellus assets resulted in a decrease of approximately $311.7 million of property, plant and equipment, net, $153.8 million of intangible assets, net, $7.0 million of asset retirement obligation liabilities and $5.3 million of other long-term liabilities. Our assets in the Marcellus Shale were previously included in our gathering and processing south segment and consisted of natural gas gathering systems and related compression and dehydration facilities located in West Virginia.

FayettevilleIn October 2020, we sold our gathering systems in the Fayetteville Shale to a third party for approximately $23 million, and during the year ended December 31, 2020, we recognized a loss on the sale of approximately $19.9 million, which is included in loss on long-lived assets, net on our consolidated statement of operations. Our Fayetteville assets were previously included in our gathering and processing south segment and consisted of five natural gas gathering systems and related compression, dehydration and treating facilities located in Arkansas.

Certain Balance Sheet Information

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Information

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in millions):


	CEQP				CMLP
	December 31,				December 31,
	2022		2021		2022		2021
Gathering systems and pipelines and related assets	$	1,616.1	$	1,052.5	$	1,616.1	$	1,195.2
Facilities and equipment	2,893.9		2,200.6		2,893.9		2,385.8
Buildings, land, rights-of-way, storage rights and easements	637.1		391.8		637.1		395.5
Vehicles	22.7		17.0		19.5		14.5
Construction in process	135.0		64.7		135.0		64.7
Finance leases	13.6		12.3		13.6		12.3
Office furniture and fixtures	34.8		32.6		34.8		32.8
	5,353.2		3,771.5		5,350.0		4,100.8
Less: accumulated depreciation	822.8		992.1		822.6		1,193.0
Total property, plant and equipment, net	$	4,530.4	$	2,779.4	$	4,527.4	$	2,907.8

Depreciation. CEQP’s depreciation expense totaled $250.8 million, $180.9 million and $174.8 million for the years ended December 31, 2022, 2021 and 2020. CMLP’s depreciation expense totaled $256.5 million, $195.1 million and $188.9 million for the years ended December 31, 2022, 2021 and 2020.

Capitalized Interest. During the years ended December 31, 2022, 2021 and 2020, we capitalized interest of $3.0 million, $0.4 million and $2.7 million related to certain expansion projects.

Intangible Assets

Our intangible assets consisted of the following (in millions):


	December 31,
	2022		2021
Customer relationships(1)	$	994.1	$	488.7
Revenue contracts(1)	306.0		631.2
Trademarks	6.2		6.2
	1,306.3		1,126.1
Less: accumulated amortization	300.7		393.2
Total intangible assets, net	$	1,005.6	$	732.9

(1)The change in our intangible assets during the year ended December 31, 2022 primarily relates to our acquisitions and divestitures which are further discussed in Note 3.

The following table summarizes total accumulated amortization of our intangible assets (in millions):


	December 31,
	2022		2021
Customer relationships(1)	$	230.2	$	183.2
Revenue contracts(1)	64.6		204.6
Trademarks	5.9		5.4
Total accumulated amortization	$	300.7	$	393.2

(1)The change in our intangible assets’ accumulated amortization during the year ended December 31, 2022 primarily relates to our acquisitions and divestitures which are further discussed in Note 3.

Amortization expense related to our intangible assets for the years ended December 31, 2022, 2021 and 2020, was approximately $78.9 million, $61.4 million and $60.7 million.

Estimated amortization of our intangible assets for the next five years is as follows (in millions):


Year Ending December 31,
2023	$	64.0
2024	$	60.7
2025	$	60.7
2026	$	60.7
2027	$	60.7

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in millions):



	December 31,
		2022		2021
CMLP
Accrued expenses		$	66.5	$	66.2
Accrued property taxes		8.4		4.5
Income tax payable		0.9		0.4
Interest payable		43.2		30.6
Accrued additions to property, plant and equipment		35.6		17.4
Operating leases		10.9		13.2
Finance leases		1.9		1.7
Contract liabilities		11.7		10.7
Asset retirement obligations		0.4		1.4
Total CMLP accrued expenses and other liabilities		$	179.5	$	146.1
CEQP
Accrued expenses		1.2		0.9
Income tax payable		0.1		0.1
Total CEQP accrued expenses and other liabilities		$	180.8	$	147.1

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in millions):



	December 31,
		2022		2021
CMLP
Contract liabilities		$	212.3	$	187.1
Operating leases		17.4		19.4
Asset retirement obligations		36.4		34.8
Intangible liabilities, net(1)		50.0		—
Other		14.2		12.8
Total CMLP other long-term liabilities		$	330.3	$	254.1
CEQP
Other		3.1		4.6
Total CEQP other long-term liabilities		$	333.4	$	258.7

(1)Intangible liabilities primarily consist of revenue contracts acquired in conjunction with the Sendero Acquisition and CPJV Acquisition during the year ended December 31, 2022. As of and during the year ended December 31, 2022, accumulated amortization and amortization expenses related to these intangible liabilities was approximately $2.8 million. The estimated amortization of our intangible liabilities for the next 5 years is approximately $6.0 million in each year. See Note 3 for a further discussion of these intangible liabilities.

Asset Retirement Obligations

12 Months Ended

Dec. 31, 2022

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligations

We have legal obligations to retire certain of our assets associated with our facilities and right-of-way contracts we hold. Where we can reasonably estimate the ARO, we accrue a liability based on an estimate of the timing and amount of settlement. We record changes in these estimates based on changes in the expected amount and timing of payments to settle our obligations. We did not have any material assets that were legally restricted for use in settling asset retirement obligations as of December 31, 2022 and 2021.

The following table presents the changes in our net asset retirement obligations (in millions):


	December 31,
	2022		2021
Net asset retirement obligations at January 1	$	36.2	$	35.1
Liabilities acquired(1)	23.6		—
Liabilities incurred	2.3		—
Liabilities settled	(0.6)		(0.4)
Accretion expense	2.0		1.9
Other(2)	(26.7)		(0.4)
Net asset retirement obligations at December 31(3)	$	36.8	$	36.2

(1)Relates to obligations associated with acquisitions during 2022 as further discussed in Note 3.

(2)Relates primarily to obligations associated with the divestitures of our Barnett and Marcellus assets during 2022, as further discussed in Note 3.

(3)Includes $0.4 million and $1.4 million of current ARO liabilities at December 31, 2022 and 2021.

Investments in Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Affiliates

Net Investments and Earnings (Loss)

We account for each of our investments in unconsolidated affiliates under the equity method of accounting. Our Crestwood Permian Basin LLC (Crestwood Permian Basin) equity investment is included in our gathering and processing south segment. Our Tres Palacios Holdings LLC (Tres Holdings) and Powder River Basin Industrial Complex, LLC (PRBIC) equity investments are included in our storage and logistics segment.

Our net investments in and earnings (loss) from our unconsolidated affiliates are as follows (in millions, unless otherwise stated):


	Ownership Percentage		Investment				Earnings (Loss) from Unconsolidated Affiliates
	December 31,		December 31,				Year Ended December 31,
	2022		2022		2021		2022		2021		2020
Crestwood Permian Basin LLC(1)	50.00	%	$	76.5	$	—	$	2.4	$	—	$	—
Tres Palacios Holdings LLC(2)	50.01	%	39.8		36.2		5.2		9.3		—
Powder River Basin Industrial Complex, LLC(3)	50.01	%	3.2		3.5		(0.6)		(0.1)		(4.3)
Crestwood Permian Basin Holdings LLC	—	%	—		116.1		8.7		9.6		(1.0)
Stagecoach Gas Services LLC	—	%	—		—		—		(139.2)		37.8
Total			$	119.5	$	155.8	$	15.7	$	(120.4)	$	32.5

(1)As of December 31, 2022, our equity in the underlying net assets of Crestwood Permian Basin was less than our carrying value of our investment balance by approximately $2.3 million. During the year ended December 31, 2022, we recorded amortization of less than $0.1 million related to this basis difference, which we amortize over the life of Crestwood Permian Basin’s property, plant and equipment.

(2)As of December 31, 2022, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded the carrying value of our investment balance by approximately $20.2 million. During each of the years ended December 31, 2022, 2021 and 2020, we recorded amortization of approximately $1.3 million related to this excess basis, which we amortize over the life of Tres Palacios’ sublease agreement.

(3)As of December 31, 2022, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) approximates the carrying value of our investment balance. During the year ended December 31, 2020, we recorded a $4.5 million reduction to the equity earnings from our PRBIC equity method investment as a result of recording our proportionate share of a long-lived asset impairment recorded by the equity method investee.

Crestwood Permian Basin Holdings LLC Acquisition

In July 2022, we acquired the remaining 50% equity interest in Crestwood Permian Basin Holdings LLC (Crestwood Permian) and as a result, we control and own 100% of the equity interests in Crestwood Permian. As a result of this transaction, we eliminated our historical equity investment in Crestwood Permian of approximately $177.7 million as of the acquisition date and began consolidating Crestwood Permian’s operations. Our Crestwood Permian equity investment was previously included in our gathering and processing south segment. Crestwood Permian’s operations includes its 50% equity interest in Crestwood Permian Basin, which owns a natural gas gathering system and related assets. Shell Midstream Partners, L.P., a subsidiary of Royal Dutch Shell plc, owns the remaining 50% equity interest in Crestwood Permian Basin.

Stagecoach Gas Services LLC Divestiture

In July 2021, Stagecoach Gas Services LLC (Stagecoach Gas) sold certain of its wholly-owned subsidiaries to a subsidiary of Kinder Morgan, Inc. (Kinder Morgan) for approximately $1.195 billion plus certain purchase price adjustments (Initial Closing) pursuant to a purchase and sale agreement dated as of May 31, 2021 between our wholly-owned subsidiary, Crestwood Pipeline and Storage Northeast LLC (Crestwood Northeast), Con Edison Gas Pipeline and Storage Northeast, LLC (CEGP), a wholly-owned subsidiary of Consolidated Edison, Inc., Stagecoach Gas and Kinder Morgan. Following the Initial Closing, in November 2021 Crestwood Northeast and CEGP sold each of their equity interests in Stagecoach Gas and its wholly-owned subsidiary, Twin Tier Pipeline LLC, (Second Closing) to Kinder Morgan. We received cash proceeds of approximately $15.4 million related to the Second Closing.

In conjunction with the Initial Closing and Second Closing, we recorded a $155.6 million reduction in our equity earnings from unconsolidated affiliates during the year ended December 31, 2021 related to losses recorded by us and our Stagecoach equity investment associated with the sale, which also eliminated our $51.3 million historical basis difference between our investment balance and the equity in the underlying net assets of Stagecoach Gas. In addition, our earnings from unconsolidated affiliates during the year ended December 31, 2021 were also reduced by our proportionate share of transaction costs of approximately

$3.1 million related to the sale, which were paid by us during 2021 on behalf of Stagecoach Gas. Our Stagecoach Gas equity investment was previously included in our storage and logistics segment.

Tres Holdings Divestiture

On February 20, 2023, we and Brookfield Infrastructure Group entered into an agreement with a third party to sell each of our respective interests in Tres Holdings for net proceeds of approximately $335 million. The transaction is expected to close in the second quarter of 2023, subject to customary closing conditions.

Distributions and Contributions

The following table summarizes our distributions from and contributions to our unconsolidated affiliates (in millions):


	Distributions(1)						Contributions(2)
	Year Ended December 31,						Year Ended December 31,
	2022		2021		2020		2022		2021		2020
Crestwood Permian Basin	$	4.5	$	—	$	—	$	—	$	—	$	—
Tres Holdings	8.7		15.5		6.4		7.1		6.9		6.0
PRBIC	—		—		0.4		0.3		—		—
Crestwood Permian	13.6		16.3		11.9		83.5		10.7		3.4
Stagecoach Gas	—		640.9		59.7		—		—		—
Total	$	26.8	$	672.7	$	78.4	$	90.9	$	17.6	$	9.4

(1)In July 2021, Stagecoach Gas closed on the sale of certain of its wholly-owned subsidiaries to a subsidiary of Kinder Morgan and distributed to us approximately $613.9 million as our proportionate share of the gross proceeds received from the sale. We utilized approximately $3 million of these proceeds to pay transaction costs related to the sale described above, $40 million of these proceeds to pay our remaining contingent consideration obligation and related accrued interest described below, and the remaining proceeds to repay a portion of the amounts outstanding under the Crestwood Midstream credit facility.

(2)In January 2023, we made a cash contribution of approximately $5.1 million to our Tres Holdings equity investment.

Risk Management

12 Months Ended

Dec. 31, 2022

Risk Management - Notional Amounts and Terms of Companys Derivative Financial Instruments [Abstract]

Risk Management

We are exposed to certain market risks related to our ongoing business operations. These risks include exposure to changing commodity prices. We utilize derivative instruments to manage our exposure to fluctuations in commodity prices, which is discussed below. Additional information related to our derivatives is discussed in Note 2 and Note 8.

Risk Management Activities

We sell NGLs (such as propane, ethane, butane and heating oil), crude oil and natural gas to energy-related businesses and may use a variety of financial and other instruments including forward contracts involving physical delivery of NGLs, crude oil and natural gas. We periodically enter into offsetting positions to economically hedge against the exposure our customer contracts create. Certain of these contracts and positions are derivative instruments. We do not designate any of our commodity-based derivatives as hedging instruments for accounting purposes. Our commodity-based derivatives are reflected at fair value in our consolidated balance sheets, and changes in the fair value of these derivatives that impact our consolidated statements of operations are reflected in costs of product/services sold. Our commodity-based derivatives that are settled with physical commodities are reflected as an increase to product revenues, and the commodity inventory that is utilized to satisfy those physical obligations is reflected as an increase to product costs in our consolidated statements of operations. Our commodity-based derivatives that are settled financially are also reflected in product costs in our consolidated statements of operations. The following table summarizes the increase (decrease) in our product revenues and product costs, net, in our consolidated statements of operations related to our commodity-based derivatives (in millions):


	Year Ended December 31,
	2022		2021		2020
Product revenues	$	548.6	$	486.7	$	214.3
Product costs, net	$	(9.4)	$	44.5	$	20.7

We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. This balance in the contractual portfolio significantly reduces the volatility in product costs related to these instruments.

Notional Amounts and Terms

The notional amounts of our derivative financial instruments include the following:


	December 31, 2022		December 31, 2021
	Fixed Price Payor	Fixed Price Receiver	Fixed Price Payor	Fixed Price Receiver
Propane, ethane, butane, heating oil and crude oil (MMBbls)	67.2	70.2	71.6	75.8
Natural gas (Bcf)	44.2	48.4	31.9	43.4

Notional amounts reflect the volume of transactions, but do not represent the amounts exchanged by the parties to the financial instruments. Accordingly, notional amounts do not reflect our monetary exposure to market or credit risks. All contracts subject to price risk had a maturity of 36 months or less; however, 92% of the contracted volumes will be delivered or settled within 12 months.

Credit Risk

Inherent in our contractual portfolio are certain credit risks. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. We take an active role in managing credit risk and have established control procedures, which are reviewed on an ongoing basis. We attempt to minimize credit risk exposure through credit policies and periodic monitoring procedures as well as through customer deposits, letters of credit and entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate. The counterparties associated with our price risk management activities are energy marketers and propane retailers, resellers and dealers.

Certain of our derivative instruments have credit limits that require us to post collateral. The amount of collateral required to be posted is a function of the net liability position of the derivative as well as our established credit limit with the respective counterparty. If our credit rating were to change, the counterparties could require us to post additional collateral. The amount of additional collateral that would be required to be posted would vary depending on the extent of change in our credit rating as well as the requirements of the individual counterparty. All collateral amounts have been netted against the asset or liability with the respective counterparty and are reflected in our consolidated balance sheets as assets and liabilities from price risk management activities. For a summary of the fair value of our commodity derivative instruments with credit-risk-related contingent features and their associated collateral, see Note 8.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The accounting standard for fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

•Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and US government treasury securities.

•Level 2 — Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.

•Level 3 — Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial Assets and Liabilities

As of December 31, 2022 and 2021, we held certain assets and liabilities that are required to be measured at fair value on a recurring basis, which include our derivative instruments related to crude oil, NGLs and natural gas. Our derivative instruments consist of forwards, swaps, futures, physical exchanges and options.

Our derivative instruments that are traded on the NYMEX have been categorized as Level 1.

Our derivative instruments also include OTC contracts, which are not traded on a public exchange. The fair values of these derivative instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. These instruments have been categorized as Level 2.

Our OTC options are valued based on the Black Scholes option pricing model that considers time value and volatility of the underlying commodity. The inputs utilized in the model are based on publicly available information as well as broker quotes. These options have been categorized as Level 2.

Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following tables set forth by level within the fair value hierarchy, our financial instruments that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021 (in millions):


	December 31, 2022
	Level 1		Level 2		Level 3		Gross Fair Value		Contract Netting(1)		Collateral/Margin Received or Paid		Fair Value
Assets
Assets from price risk management	$	62.8	$	474.3	$	—	$	537.1	$	(452.1)	$	(12.2)	$	72.8
Other investments(2)	2.6		—		—		2.6		—		—		2.6
Total assets at fair value	$	65.4	$	474.3	$	—	$	539.7	$	(452.1)	$	(12.2)	$	75.4

Liabilities
Liabilities from price risk management with credit-risk-related contingent features	$	65.7	$	420.1	$	—	$	485.8	$	(452.1)	$	(25.6)	$	8.1
Liabilities from price risk management without credit-risk-related contingent features	—		11.9		—		11.9		—		3.9		15.8
Total liabilities at fair value	$	65.7	$	432.0	$	—	$	497.7	$	(452.1)	$	(21.7)	$	23.9


	December 31, 2021
	Level 1		Level 2		Level 3		Gross Fair Value		Contract Netting(1)		Collateral/Margin Received or Paid		Fair Value
Assets
Assets from price risk management	$	33.3	$	695.6	$	—	$	728.9	$	(607.4)	$	(79.4)	$	42.1
Other investments(2)	2.2		—		—		2.2		—		—		2.2
Total assets at fair value	$	35.5	$	695.6	$	—	$	731.1	$	(607.4)	$	(79.4)	$	44.3

Liabilities
Liabilities from price risk management with credit-risk-related contingent features	$	26.9	$	635.1	$	—	$	662.0	$	(607.4)	$	2.8	$	57.4
Liabilities from price risk management without credit-risk-related contingent features	—		51.2		—		51.2		—		6.0		57.2
Total liabilities at fair value	$	26.9	$	686.3	$	—	$	713.2	$	(607.4)	$	8.8	$	114.6

(1)Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions.

(2)Amount primarily relates to our investment in Suburban Propane Partners, L.P. units which is reflected in other non-current assets on CEQP’s consolidated balance sheets.

Cash, Accounts Receivable and Accounts Payable

As of December 31, 2022 and 2021, the carrying amounts of cash, accounts receivable and accounts payable approximate fair value based on the short-term nature of these instruments.

Credit Facilities

The fair value of the amounts outstanding under our credit facilities approximates the respective carrying amounts as of December 31, 2022 and 2021, due primarily to the variable nature of the interest rates of the instruments, which is considered a Level 2 fair value measurement. See Note 9 for a further discussion of our credit facilities.

Senior Notes

We estimate the fair value of our senior notes primarily based on quoted market prices for the same or similar issuances (representing a Level 2 fair value measurement). The following table represents the carrying amount (reduced for deferred financing costs associated with the respective notes) and fair value of our senior notes (in millions):


	December 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
2025 Senior Notes	$	497.6	$	486.7	$	496.5	$	511.9
2027 Senior Notes	$	595.3	$	556.9	$	594.2	$	615.0
February 2029 Senior Notes	$	692.1	$	642.1	$	690.8	$	727.3
April 2029 Senior Notes(1)	$	476.7	$	450.0	$	—	$	—

(1)Represents $450 million of unsecured senior notes assumed in conjunction with the merger with Oasis Midstream discussed in Note 3, and the related net fair value adjustment which is further described in Note 9.

Long-Term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following (in millions):


	December 31,
	2022		2021
CMLP Credit Facility	$	922.3	$	282.0
CPBH Credit Facility	206.8		—
2025 Senior Notes	500.0		500.0
2027 Senior Notes	600.0		600.0
February 2029 Senior Notes	700.0		700.0
April 2029 Senior Notes	450.0		—
April 2029 Senior Notes fair value adjustment, net	26.7		—
Other	—		0.2
Less: deferred financing costs, net	27.5		29.9
Total debt	3,378.3		2,052.3
Less: current portion	—		0.2
Total long-term debt, less current portion	$	3,378.3	$	2,052.1

Credit Facilities

CMLP Credit Facility. The CMLP credit agreement provides for a five-year $1.75 billion revolving credit facility (the CMLP Credit Facility), which matures in December 2026 and is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. The CMLP Credit Facility allows Crestwood Midstream to increase its available borrowings under the facility by $100 million, subject to lender approval and the satisfaction of certain other conditions, as described in the CMLP Credit Facility. The CMLP Credit Facility also includes a sub-limit of up to $25 million for same-day swing line advances and a sub-limit up to $350 million for letters of credit. In conjunction with the closing of the Oasis Merger in February 2022, the CMLP Credit Facility was refinanced and increased from $1.25 billion to $1.5 billion. In October 2022, we amended the CMLP credit facility to increase the capacity from $1.5 billion to $1.75 billion under the terms of the credit agreement. Subject to limited exception, the CMLP Credit Facility is guaranteed and secured by substantially all of the equity interests and assets of Crestwood Midstream’s subsidiaries, except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara, PRBIC and Tres Holdings and their respective subsidiaries. Crestwood Equity also guarantees Crestwood Midstream’s payment obligations under its $1.75 billion Credit Facility. In January 2023, Crestwood Permian and certain of its subsidiaries were designated as guarantor subsidiaries of Crestwood Midstream’s senior notes and its credit facility.

In December 2021, Crestwood Midstream amended and restated the CMLP Credit Facility and we recognized a loss on extinguishment of debt of approximately $0.8 million for the year ended December 31, 2021 in conjunction with this amendment.

The CMLP Credit Facility contains various covenants and restrictive provisions that limit our ability to, among other things, (i) incur additional debt; (ii) make distributions on or redeem or repurchase units; (iii) make certain investments and acquisitions; (iv) incur or permit certain liens to exist; (v) merge, consolidate or amalgamate with another company; (vi) transfer or dispose of assets; and (vii) incur a change in control at either Crestwood Equity or Crestwood Midstream.

Borrowings under the CMLP Credit Facility bear interest at either:

•the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) Wells Fargo Bank’s prime rate; or (iii) the Adjusted Term SOFR (as defined in the credit agreement) for a one-month tenor plus 1% per annum; plus a margin varying from 0.50% to 1.50% depending on Crestwood Midstream’s most recent consolidated total leverage ratio; or

•Adjusted Term SOFR plus a margin varying from 1.50% to 2.50% depending on Crestwood Midstream’s most recent consolidated total leverage ratio.

The unused portion of the CMLP Credit Facility is subject to a commitment fee ranging from 0.30% to 0.50% according to CMLP’s most recent consolidated total leverage ratio. Interest on the Alternate Base Rate loans is payable quarterly, or if the Adjusted Term SOFR applies, interest is payable at certain intervals selected by Crestwood Midstream.

Crestwood Midstream is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in its credit agreement) of not more than 5.50 to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in its credit agreement) of not less than 2.50 to 1.0, and a senior secured leverage ratio (as defined in its credit agreement) of not more than 3.50 to 1.0. At December 31, 2022, the net debt to consolidated EBITDA ratio was approximately 3.96 to 1.0, the consolidated EBITDA to consolidated interest expense ratio was approximately 4.56 to 1.0, and the senior secured leverage ratio was 1.15 to 1.0.

At December 31, 2022, Crestwood Midstream had $819.5 million of available capacity under its credit facility considering the most restrictive covenants in its credit agreement. At December 31, 2022 and 2021, Crestwood Midstream’s outstanding standby letters of credit were $8.2 million and $6.3 million. The interest rates on borrowings under the credit facility were between 6.28% and 8.50% at December 31, 2022 and 1.90% and 4.00% at December 31, 2021. The weighted-average interest rates on outstanding borrowings as of December 31, 2022 and 2021 was 6.40% and 1.91%.

If Crestwood Midstream fails to perform its obligations under these and other covenants, the lenders’ credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the CMLP Credit Facility could be declared immediately due and payable. The CMLP Credit Facility also has cross default provisions that apply to any of its other material indebtedness.

CPBH Credit Facility. In conjunction with the CPJV Acquisition in July 2022, we assumed a credit agreement entered into by CPB Subsidiary Holdings LLC (CPB Holdings), a wholly-owned subsidiary of Crestwood Permian. The credit agreement allowed for revolving loans, letters of credit and swing line loans of up to $230 million (the CPBH Credit Facility). In January 2023, we repaid and terminated the CPBH Credit Facility.

The CPBH Credit Facility contained various covenants and restrictive provisions that limited Crestwood Permian’s ability to, among other things, (i) incur additional debt; (ii) make distributions on or redeem or repurchase units; (iii) make certain investments and acquisitions; (iv) incur or permit certain liens to exist; (v) merge, consolidate or amalgamate with another company; and (vi) transfer or dispose of assets.

We recorded interest under the CPBH Credit Facility at either:

•the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) Wells Fargo Bank’s prime rate; or (iii) the Adjusted Term SOFR (as defined in the credit agreement) for a one-month tenor plus 1% per annum; plus a margin varying from 1.50% to 2.50% depending on our most recent consolidated total leverage ratio; or

•the Adjusted Term SOFR plus a margin varying from 2.50% to 3.50% depending on our most recent consolidated total leverage ratio.

The interest rates on borrowings under the CPBH Credit Facility were between 7.03% and 9.25% at December 31, 2022. The weighted average interest rate on outstanding borrowings as of December 31, 2022 was 7.37%.

Senior Notes

2025 Senior Notes. The 5.75% Senior Notes due 2025 (the 2025 Senior Notes) mature on April 1, 2025, and interest is payable semi-annually in arrears on April 1 and October 1 of each year.

2027 Senior Notes. The 5.625% Senior Notes due 2027 (the 2027 Senior Notes) mature on May 1, 2027, and interest is payable semi-annually in arrears on May 1 and November 1 of each year.

February 2029 Senior Notes. In January 2021, Crestwood Midstream issued $700 million of 6.00% unsecured senior notes due 2029 (the February 2029 Senior Notes). The February 2029 Senior Notes mature on February 1, 2029, and interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The net proceeds from this offering of approximately $691.0 million were used to repay a portion of the 2023 Senior Notes and to repay indebtedness under the 2023 Credit Facility.

April 2029 Senior Notes. In February 2022, in conjunction with the Oasis Merger, we assumed $450 million of 8.00% unsecured senior notes due 2029 (the April 2029 Senior Notes) and we recorded a fair value adjustment of approximately $30.7 million related to the senior notes. During the year ended December 31, 2022, we recorded a reduction of our interest and debt expense of approximately $3.9 million related to the amortization of the fair value adjustment. The April 2029 Senior Notes will mature on April 1, 2029, and interest is payable semi-annually on April 1 and October 1 of each year.

2031 Senior Notes. In January 2023, Crestwood Midstream issued $600 million of 7.375% unsecured senior notes due 2031 (the 2031 Senior Notes). The 2031 Senior Notes mature on February 1, 2031, and interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The net proceeds from this offering of approximately $592.5 million were used to repay a portion of amounts outstanding under the CMLP Credit Facility.

In general, each series of Crestwood Midstream’s senior notes are fully and unconditionally guaranteed, joint and severally, on a senior unsecured basis by Crestwood Midstream’s domestic restricted subsidiaries (other than Crestwood Midstream Finance Corp., which has no assets). The indentures contain customary release provisions, such as (i) disposition of all or substantially all the assets of, or the capital stock of, a guarantor subsidiary to a third person if the disposition complies with the indentures; (ii) designation of a guarantor subsidiary as an unrestricted subsidiary in accordance with its indentures; (iii) legal or covenant defeasance of a series of senior notes, or satisfaction and discharge of the related indenture; and (iv) guarantor subsidiary ceases to guarantee any other indebtedness of Crestwood Midstream or any other guarantor subsidiary, provided it no longer guarantees indebtedness under the CMLP Credit Facility.

The indentures restrict the ability of Crestwood Midstream and its restricted subsidiaries to, among other things, sell assets; redeem or repurchase subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred units; create or incur certain liens; enter into agreements that restrict distributions or other payments to Crestwood Midstream from its restricted subsidiaries; consolidate, merge or transfer all or substantially all of their assets; engage in affiliate transactions; create unrestricted subsidiaries; and incur a change in control at either Crestwood Equity or Crestwood Midstream. These restrictions are subject to a number of exceptions and qualifications, and many of these restrictions will terminate when the senior notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and no default or event of default (each as defined in the respective indentures) under the indentures has occurred and is continuing.

At December 31, 2022, we were in compliance with our debt covenants and restrictions in each of the credit agreements discussed above.

The CMLP Credit Facility and senior notes are secured by the net assets of its guarantor subsidiaries. Accordingly, such assets are only available to the creditors of Crestwood Midstream. Crestwood Equity had restricted net assets of approximately $1,907.3 million as of December 31, 2022.

Maturities

The aggregate maturities of principal amounts on our outstanding long-term debt as of December 31, 2022 for the next five years and in total thereafter are as follows (in millions):


2023	$	—
2024	—
2025	706.8		(1)
2026	922.3
2027	600.0
Thereafter	1,150.0
Total debt	$	3,379.1

(1)Includes amounts outstanding on the CPBH Credit Facility at December 31, 2022, which was repaid in January 2023.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal Proceedings

Linde Lawsuit. On December 23, 2019, Linde Engineering North America Inc. (Linde) filed a lawsuit in the District Court of Harris County, Texas alleging that Arrow Field Services, LLC, our consolidated subsidiary, and Crestwood Midstream breached a contract entered into in March 2018 under which Linde was to provide engineering, procurement and construction services to us related to the completion of the construction of the Bear Den II cryogenic processing plant. Since the lawsuit was filed, we have paid Linde approximately $22.7 million related to this matter (including approximately $3.2 million paid during the year ended December 31, 2022).

A jury trial concluded on June 17, 2022, and a final judgement was entered on October 24, 2022. The final judgment includes an award of damages of approximately $20.7 million, a pre-judgement interest award of approximately $17.7 million and attorney fees and other costs of approximately $4.7 million. We have insurance coverage related to certain pre-judgement interest awards but have not recorded a receivable related to any potential insurance recovery at December 31, 2022. On January 9, 2023, we paid approximately $21.2 million into the Court Registry under protest to mitigate the impact of post-judgment interest. We filed a Notice of Appeal on January 13, 2023, and we are unable to predict the ultimate outcome on the appeal related to this matter.

General. We are periodically involved in litigation proceedings. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, then we accrue the estimated amount. The results of litigation proceedings cannot be predicted with certainty. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid and/or accrued. As of December 31, 2022 and 2021, we had approximately $35.0 million and $16.8 million accrued for outstanding legal matters. Certain of our outstanding legal matters are insurable events under our policies and at December 31, 2022, we recorded insurance receivables of approximately $3.8 million. Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures for which we can estimate will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures.

Any loss estimates are inherently subjective, based on currently available information, and are subject to management’s judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal proceedings, actual results may differ materially from any amounts that have been accrued.

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 worker health, safety, and the environment. We are subject to laws and regulations at the federal, state, regional 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 December 31, 2022 and 2021, our accrual of approximately $0.8 million and $1.0 million was based on our undiscounted estimate of amounts we will spend on compliance with environmental and other regulations, and any associated fines or penalties. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures could range from approximately $0.8 million to $1.1 million at December 31, 2022. We did not record any insurance receivables at December 31, 2021.

Self-Insurance

We utilize third-party insurance subject to varying retention levels of self-insurance, which management considers prudent. Such self-insurance relates to losses and liabilities primarily associated with medical claims, workers’ compensation claims and general, product, vehicle and environmental liability. Losses are accrued based upon management’s estimates of the aggregate liability for claims incurred using certain assumptions followed in the insurance industry and based on past experience. The primary assumption utilized is actuarially determined loss development factors. The loss development factors are based primarily on historical data. Our self-insurance reserves could be affected if future claim developments differ from the historical trends. We believe changes in health care costs, trends in health care claims of our employee base, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in employee demographics, incident and claim type and evaluate our insurance accruals and adjust our accruals based on our evaluation of these qualitative data points. We are liable for the development of claims for our previously disposed of retail propane operations, provided they were reported prior to August 1, 2012. The following table summarizes CEQP’s and CMLP’s self-insurance reserves (in millions):


	CEQP				CMLP
	December 31,				December 31,
	2022		2021		2022		2021
Self-insurance reserves(1)	$	5.6	$	5.5	$	4.8	$	4.7

(1)At December 31, 2022, CEQP and CMLP classified approximately $3.2 million and $2.7 million, respectively, of these reserves as other long-term liabilities on their consolidated balance sheets.

Indemnifications

We periodically provide indemnification arrangements related to assets or businesses we have sold. Our potential exposure under indemnification arrangements can range from a specified amount to an unlimited amount, depending on the nature of the claim, specificity as to duration, and the particular transaction. As of December 31, 2022 and 2021, we have no amounts accrued for these indemnifications.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The following table summarizes the balance sheet information related to our operating and finance leases (in millions):


	December 31,
	2022		2021
Operating leases
Operating lease right-of-use assets, net	$	24.4	$	27.4

Accrued expenses and other liabilities	$	10.9	$	13.2
Other long-term liabilities	17.4		19.4
Total operating lease liabilities	$	28.3	$	32.6
Finance leases
Property, plant and equipment	$	13.6	$	12.3
Less: accumulated depreciation	8.9		9.2
Property, plant and equipment, net	$	4.7	$	3.1

Accrued expenses and other liabilities	$	1.9	$	1.7
Other long-term liabilities	2.7		1.2
Total finance lease liabilities	$	4.6	$	2.9

The following table presents the weighted-average remaining lease term and the weighted-average discount rate associated with our operating and finance leases:


	December 31,
	2022		2021
Weighted-average remaining lease term (in years)
Operating leases(1)	5.6		3.9
Finance leases(2)	2.9		2.6
Weighted-average discount rate
Operating leases(3)	6.3	%	5.9	%
Finance leases(3)	6.2	%	5.5	%

(1) Remaining terms vary from one year to 17 years as of December 31, 2022.

(2) Remaining terms vary from one year to four years as of December 31, 2022.

(3) As of December 31, 2022 and 2021, we utilized discount rates ranging from 2.2% to 9.2% and 1.5% to 8.3%, respectively, to estimate the discounted cash flows used in estimating our right-of-use assets and lease liabilities, which were primarily based on our credit-adjusted collateralized incremental borrowing rate.

The estimation of our right-of-use assets and lease liabilities requires us to make significant assumptions and judgments about the terms of the leases, variable payments, and discount rates. Certain of our operating leases have renewal options to extend the leases from one year to 10 years at the end of each lease term, or terminate the leases at our sole discretion. In addition, certain of our finance leases have options to purchase the leased property by the end of the lease term. We make significant assumptions on the likelihood on whether we will renew our leases or purchase the property at the end of the lease terms in determining the discounted cash flows to measure our right-of-use assets and lease liabilities. The estimation of variable lease payments in determining discounted cash flows, including those with usage-based costs, also requires us to make significant assumptions on the timing and nature of the variability of those payments based on the lease terms.

We recognize operating lease expense and amortize our right-of-use assets for our finance leases on a straight-line basis over the term of the respective leases. We have applied the practical expedient of not separating the lease and non-lease components for our leases where the predominant consideration paid related to the underlying operating and finance lease contracts relate to the lease component. The following table presents the costs and income associated with our operating and finance leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Operating leases
Operating lease expense(1)(2)	$	15.8	$	20.0	$	27.2
Lease income(3)	(3.2)		(3.7)		(1.7)
Total operating lease expense, net	$	12.6	$	16.3	$	25.5
Finance leases
Amortization of right-of-use assets(4)	$	3.3	$	3.0	$	3.5
Interest on lease liabilities(5)	0.2		0.3		0.5
Total finance lease expense	$	3.5	$	3.3	$	4.0

(1)Approximately $9.4 million, $13.4 million and $17.6 million is included in costs of product/services sold, $3.6 million, $3.9 million and $6.7 million is included in operations and maintenance expense and $2.8 million, $2.7 million and $2.9 million is included in general and administrative expense on our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively.

(2)Includes short-term and variable lease costs of approximately $1.6 million, $2.2 million and $5.5 million for the years ended December 31, 2022, 2021 and 2020.

(3)Include lessor and sublease income which is reflected in service revenues on our consolidated statements of operations.

(4)Included in depreciation, amortization and accretion expense on our consolidated statements of operations.

(5)Included in interest and debt expense, net on our consolidated statements of operations.

The following table presents supplemental cash flow information for our operating and finance leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid for lease liabilities
Operating cash flows from operating leases	$	15.2	$	19.0	$	21.3
Operating cash flows from finance leases	$	0.2	$	0.3	$	0.5
Financing cash flows from finance leases	$	32.0	$	2.8	$	3.1
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2.3	$	—	$	2.1
Finance leases	$	4.0	$	1.5	$	0.4

Other. During March 2022, we exercised an option to purchase crude oil railcars under certain of our finance leases as a result of our plan to exit our crude oil railcar operations. In April 2022, we sold the crude oil railcars to a third party for proceeds of approximately $24.7 million and recognized a loss on the sale of approximately $4.1 million during the year ended December 31, 2022.

The following table presents the future minimum lease liabilities for our leases as of December 31, 2022 for the next five years and in total thereafter (in millions):


Year Ending December 31,	Operating Leases		Finance Leases		Total
2023	$	11.9	$	2.1	$	14.0
2024	8.4		1.2		9.6
2025	5.6		1.1		6.7
2026	3.6		0.6		4.2
2027	0.7		—		0.7
Thereafter	1.8		—		1.8
Total lease payments	32.0		5.0		37.0
Less: interest	3.7		0.4		4.1
Present value of lease liabilities	$	28.3	$	4.6	$	32.9

Leases

The following table summarizes the balance sheet information related to our operating and finance leases (in millions):


	December 31,
	2022		2021
Operating leases
Operating lease right-of-use assets, net	$	24.4	$	27.4

Accrued expenses and other liabilities	$	10.9	$	13.2
Other long-term liabilities	17.4		19.4
Total operating lease liabilities	$	28.3	$	32.6
Finance leases
Property, plant and equipment	$	13.6	$	12.3
Less: accumulated depreciation	8.9		9.2
Property, plant and equipment, net	$	4.7	$	3.1

Accrued expenses and other liabilities	$	1.9	$	1.7
Other long-term liabilities	2.7		1.2
Total finance lease liabilities	$	4.6	$	2.9

The following table presents the weighted-average remaining lease term and the weighted-average discount rate associated with our operating and finance leases:


	December 31,
	2022		2021
Weighted-average remaining lease term (in years)
Operating leases(1)	5.6		3.9
Finance leases(2)	2.9		2.6
Weighted-average discount rate
Operating leases(3)	6.3	%	5.9	%
Finance leases(3)	6.2	%	5.5	%

(1) Remaining terms vary from one year to 17 years as of December 31, 2022.

(2) Remaining terms vary from one year to four years as of December 31, 2022.

(3) As of December 31, 2022 and 2021, we utilized discount rates ranging from 2.2% to 9.2% and 1.5% to 8.3%, respectively, to estimate the discounted cash flows used in estimating our right-of-use assets and lease liabilities, which were primarily based on our credit-adjusted collateralized incremental borrowing rate.

The estimation of our right-of-use assets and lease liabilities requires us to make significant assumptions and judgments about the terms of the leases, variable payments, and discount rates. Certain of our operating leases have renewal options to extend the leases from one year to 10 years at the end of each lease term, or terminate the leases at our sole discretion. In addition, certain of our finance leases have options to purchase the leased property by the end of the lease term. We make significant assumptions on the likelihood on whether we will renew our leases or purchase the property at the end of the lease terms in determining the discounted cash flows to measure our right-of-use assets and lease liabilities. The estimation of variable lease payments in determining discounted cash flows, including those with usage-based costs, also requires us to make significant assumptions on the timing and nature of the variability of those payments based on the lease terms.

We recognize operating lease expense and amortize our right-of-use assets for our finance leases on a straight-line basis over the term of the respective leases. We have applied the practical expedient of not separating the lease and non-lease components for our leases where the predominant consideration paid related to the underlying operating and finance lease contracts relate to the lease component. The following table presents the costs and income associated with our operating and finance leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Operating leases
Operating lease expense(1)(2)	$	15.8	$	20.0	$	27.2
Lease income(3)	(3.2)		(3.7)		(1.7)
Total operating lease expense, net	$	12.6	$	16.3	$	25.5
Finance leases
Amortization of right-of-use assets(4)	$	3.3	$	3.0	$	3.5
Interest on lease liabilities(5)	0.2		0.3		0.5
Total finance lease expense	$	3.5	$	3.3	$	4.0

(1)Approximately $9.4 million, $13.4 million and $17.6 million is included in costs of product/services sold, $3.6 million, $3.9 million and $6.7 million is included in operations and maintenance expense and $2.8 million, $2.7 million and $2.9 million is included in general and administrative expense on our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively.

(2)Includes short-term and variable lease costs of approximately $1.6 million, $2.2 million and $5.5 million for the years ended December 31, 2022, 2021 and 2020.

(3)Include lessor and sublease income which is reflected in service revenues on our consolidated statements of operations.

(4)Included in depreciation, amortization and accretion expense on our consolidated statements of operations.

(5)Included in interest and debt expense, net on our consolidated statements of operations.

The following table presents supplemental cash flow information for our operating and finance leases (in millions):


	Year Ended December 31,
	2022		2021		2020
Cash paid for lease liabilities
Operating cash flows from operating leases	$	15.2	$	19.0	$	21.3
Operating cash flows from finance leases	$	0.2	$	0.3	$	0.5
Financing cash flows from finance leases	$	32.0	$	2.8	$	3.1
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2.3	$	—	$	2.1
Finance leases	$	4.0	$	1.5	$	0.4

Other. During March 2022, we exercised an option to purchase crude oil railcars under certain of our finance leases as a result of our plan to exit our crude oil railcar operations. In April 2022, we sold the crude oil railcars to a third party for proceeds of approximately $24.7 million and recognized a loss on the sale of approximately $4.1 million during the year ended December 31, 2022.

The following table presents the future minimum lease liabilities for our leases as of December 31, 2022 for the next five years and in total thereafter (in millions):


Year Ending December 31,	Operating Leases		Finance Leases		Total
2023	$	11.9	$	2.1	$	14.0
2024	8.4		1.2		9.6
2025	5.6		1.1		6.7
2026	3.6		0.6		4.2
2027	0.7		—		0.7
Thereafter	1.8		—		1.8
Total lease payments	32.0		5.0		37.0
Less: interest	3.7		0.4		4.1
Present value of lease liabilities	$	28.3	$	4.6	$	32.9

Partners' Capital and Non-Controlling Partner

12 Months Ended

Dec. 31, 2022

Partners' Capital [Abstract]

Partners' Capital

Partners’ Capital and Non-Controlling Partner

Preferred Units

Subject to certain conditions, the holders of the preferred units will have the right to convert preferred units into (i) common units on a 10-for-1 basis, or (ii) a number of common units determined pursuant to a conversion ratio set forth in Crestwood Equity’s partnership agreement upon the occurrence of certain events, such as a change in control. The preferred units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each preferred units entitled to one vote for each common unit into which such preferred unit is convertible, except that the preferred units are entitled to vote as a separate class on any matter on which all unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the preferred units in relation to CEQP’s other securities outstanding.

Common and Subordinated Units

On February 1, 2022, we completed the merger with Oasis Midstream. Pursuant to the merger agreement, Chord (formerly Oasis Petroleum) received cash and approximately 20.9 million newly issued CEQP common units in exchange for its common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately 12.9 million newly issued CEQP common units in exchange for the Oasis Midstream common units held by them. For a further discussion of the merger with Oasis Midstream, see Note 3. On September 15, 2022, CEQP acquired 4.6 million CEQP common units from a subsidiary of Chord, for approximately $123.7 million. This transaction resulted in CEQP retiring the common units acquired from Chord.

On July 11, 2022, we acquired First Reserve’s 50% equity interest in Crestwood Permian in exchange for approximately $5.9 million in cash and approximately 11.3 million newly issued CEQP common units. For a further discussion of the CPJV Acquisition, see Note 3.

In March 2021, CEQP acquired approximately 11.5 million CEQP common units and 0.4 million subordinated units of CEQP from Crestwood Holdings LLC (Crestwood Holdings) for approximately $268 million (the Crestwood Holdings Transaction). CEQP reflected the purchase price as a reduction to its common unitholders’ partners’ capital in its consolidated statement of partners’ capital during the year ended December 31, 2021. This transaction resulted in CEQP retiring the common and subordinated units acquired from Crestwood Holdings. In addition, in conjunction with this transaction, CEQP eliminated approximately $2.4 million of accounts payable to Crestwood Holdings which is reflected as an increase to CEQP’s common unitholders’ partners’ capital in its consolidated statements of partners’ capital during the year ended December 31, 2021. Transaction costs related to this transaction of approximately $7.6 million are reflected as a reduction of CEQP’s common unitholders’ partners’ capital in its consolidated statement of partners’ capital during the year ended December 31, 2021.

Distributions

Crestwood Equity

Limited Partners. Crestwood Equity makes quarterly distributions to its partners within approximately 45 days after the end of each quarter in an aggregate amount equal to its available cash for such quarter. Available cash generally means, with respect to each quarter, all cash on hand at the end of the quarter less the amount of cash that the general partner determines in its reasonable discretion is necessary or appropriate to:

•provide for the proper conduct of its business;

•comply with applicable law, any of its debt instruments, or other agreements; or

•provide funds for distributions to unitholders for any one or more of the next four quarters;

plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. The amount of cash CEQP has available for distribution depends primarily upon its cash flow (which consists of the cash distributions it receives in connection with its ownership of Crestwood Midstream).

A summary of CEQP’s limited partner quarterly cash distributions for the years ended December 31, 2022, 2021 and 2020 is presented below:


Record Date	Payment Date	Per Unit Rate		Cash Distributions (in millions)
2022
February 7, 2022	February 14, 2022	$	0.625	$	60.9
May 6, 2022	May 13, 2022	$	0.655	64.2
August 5, 2022	August 12, 2022	$	0.655	71.6
November 7, 2022	November 14, 2022	$	0.655	68.5
				$	265.2
2021
February 5, 2021	February 12, 2021	$	0.625	$	46.4
May 7, 2021	May 14, 2021	$	0.625	39.3
August 6, 2021	August 13, 2021	$	0.625	39.3
November 5, 2021	November 12, 2021	$	0.625	39.3
				$	164.3
2020
February 7, 2020	February 14, 2020	$	0.625	$	45.3
May 8, 2020	May 15, 2020	$	0.625	45.7
August 7, 2020	August 14, 2020	$	0.625	45.7
November 6, 2020	November 13, 2020	$	0.625	46.0
				$	182.7

On February 14, 2023, we paid a distribution of $0.655 per limited partner unit to unitholders of record on February 7, 2023 with respect to the fourth quarter of 2022.

Preferred Unitholders. The holders of our preferred units are entitled to receive fixed quarterly distributions of $0.2111 per unit. Distributions on the preferred units are paid in cash unless, subject to certain exceptions, (i) there is no distribution being paid on our common units; and (ii) our available cash (as defined in our partnership agreement) is insufficient to make a cash distribution to our preferred unitholders. If we fail to pay the full amount payable to our preferred unitholders in cash, then (x) the fixed quarterly distribution on the preferred units will increase to $0.2567 per unit, and (y) we will not be permitted to declare or make any distributions to our common unitholders until such time as all accrued and unpaid distributions on the preferred units have been paid in full in cash. In addition, if we fail to pay in full any preferred distribution (as defined in our partnership agreement), the amount of such unpaid distribution will accrue and accumulate from the last day of the quarter for which such distribution is due until paid in full, and any accrued and unpaid distributions will be increased at a rate of 2.8125% per quarter.

During each of the years ended December 31, 2022, 2021 and 2020, we paid cash distributions to our preferred unitholders of approximately $60.1 million. On February 14, 2023, we made a cash distribution of approximately $15.0 million to our preferred unitholders with respect to the fourth quarter of 2022.

Crestwood Midstream

In accordance with the partnership agreement, Crestwood Midstream’s general partner may, from time to time, cause Crestwood Midstream to make cash distributions at the sole discretion of the general partner. During the years ended December 31, 2022, 2021 and 2020, Crestwood Midstream paid cash distributions of $622.2 million, $509.7 million and $242.6 million, which represented net amounts due to Crestwood Midstream related to cash advances to CEQP for its general corporate activities.

On February 1, 2022, Crestwood Midstream received a non-cash contribution of approximately $1,075.1 million from Crestwood Equity related to net assets it acquired in conjunction with the merger with Oasis Midstream. In addition, on February 1, 2022, Crestwood Equity contributed cash acquired in conjunction with the merger with Oasis Midstream of approximately $14.9 million to Crestwood Midstream.

On July 11, 2022, Crestwood Midstream received a non-cash contribution of approximately $127.3 million from Crestwood Equity related to the acquisition of an additional 50% equity interest in Crestwood Permian. In addition, on July 11, 2022, Crestwood Equity contributed cash acquired in conjunction with this acquisition of approximately $149.4 million to Crestwood Midstream.

For a further discussion of these acquisitions, see Note 3.

Non-Controlling Partner

Crestwood Niobrara issued $175 million of Series A-2 Preferred Units and $235 million of Series A-3 Preferred Units (collectively defined as the Crestwood Niobrara Preferred Units) to CN Jackalope Holdings LLC (Jackalope Holdings) in conjunction with its equity interest in Jackalope Gas Gathering Services L.L.C. (Jackalope). In connection with the issuance of the Series A-3 Preferred Units, we entered into a Third Amended and Restated Limited Liability Company Agreement (Crestwood Niobrara Amended Agreement) with Jackalope Holdings, pursuant to which we serve as managing member of Crestwood Niobrara. The Crestwood Niobrara Amended Agreement modified certain provisions under the previous limited liability company agreement related to the conversion and redemption of the Series A-2 Preferred Units, as follows:

•The Crestwood Niobrara Preferred Units are convertible by the preferred interest holder starting on January 1, 2021 into Crestwood Niobrara common units. The preferred interest holder has the option to contribute additional capital to Crestwood Niobrara to increase their common ownership percentage in Crestwood Niobrara to 50% upon the conversion.

•The Crestwood Niobrara Preferred Units are redeemable by the preferred interest holder starting in January 2024 for an amount equal to the Liquidation Preference (as defined in the Crestwood Niobrara Amended Agreement). If redemption is elected by the preferred interest holder, we have the option to elect to give consideration equal to the Liquidation Preference in either (i) unregistered CEQP common units (subject to a Registration Rights Agreement) with a total value of up to $100 million and/or cash; or (ii) proceeds from a full liquidation of Crestwood Niobrara’s assets and unregistered CEQP common units (subject to a Registration Rights Agreement).

•The Crestwood Niobrara Preferred Units are redeemable by us starting on January 1, 2023 for either (i) unregistered CEQP common units (subject to a Registration Rights Agreement) with a total value of up to $100 million and/or cash; or (ii) proceeds from a full liquidation of Crestwood Niobrara’s assets and registered CEQP common units (subject to a Registration Rights Agreement).

As a result of the modification of the conversion and redemption provisions of the Crestwood Niobrara Preferred Units, we continue to consolidate Crestwood Niobrara and have reflected the preferred interests as a non-controlling interest in subsidiary apart from partners’ capital (i.e., temporary equity) on our consolidated balance sheets at December 31, 2022 and 2021. We adjust the carrying amount of the non-controlling interest to its redemption value each period through net income attributable to non-controlling partner.

The following table shows the change in the interest of our non-controlling partner in subsidiary during the years ended December 31, 2022, 2021 and 2020 (in millions):


Balance at December 31, 2019	$	426.2
Contributions from non-controlling partner	2.8
Distributions to non-controlling partner	(37.1)
Net income attributable to non-controlling partner	40.8
Balance at December 31, 2020	432.7
Contributions from non-controlling partner	1.0
Distributions to non-controlling partner	(40.2)
Net income attributable to non-controlling partner	41.1
Balance at December 31, 2021	434.6

Distributions to non-controlling partner	(41.4)
Net income attributable to non-controlling partner	41.2
Balance at December 31, 2022	$	434.4

Crestwood Niobrara is required to make quarterly cash distributions on its preferred interests within 30 days after the end of each quarter. In January 2023, Crestwood Niobrara paid a cash distribution of $10.3 million to Jackalope Holdings with respect to the fourth quarter of 2022.

Equity Plans

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity Plan

Equity Plans

Long-term incentive awards are granted under the Crestwood LTIP in order to align the economic interests of key employees and directors with those of CEQP’s common unitholders and to provide an incentive for continuous employment. Long-term incentive compensation consist of grants of restricted, phantom and performance units which vest based upon continued service.

As of December 31, 2022 and 2021, we had total unamortized compensation expense of approximately $29.5 million and $33.2 million related to restricted, phantom, and performance units, which will be amortized during the next three years (or sooner in certain cases, which generally represents 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 $37.2 million, $39.5 million and $35.1 million under the Crestwood LTIP during the years ended December 31, 2022, 2021 and 2020, which is included in general and administrative expenses on our consolidated statements of operations. During the years ended December 31, 2022 and 2021, compensation expense includes approximately $1.8 million and $4.4 million related to equity awards under the Crestwood LTIP that was included in accrued expenses and other liabilities on our consolidated balance sheets. As of February 17, 2023, we had 1,516,305 units available for issuance under the Crestwood LTIP.

Restricted Units. The Crestwood LTIP permits grants of restricted units that are designed to provide an incentive for continuous employment to certain key employees. Restricted units vest over a three-year period following the grant date or, if earlier, upon change of control of Crestwood Equity’s general partner or due to death or disability of the employee.

Performance and Phantom Units. The Crestwood LTIP permits grants of performance and phantom units that are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance and phantom units are subject to the attainment of certain performance and market goals over a three-year period and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. The number of units issued are based on a performance multiplier ranging between 50% and 200%, determined based on the actual performance in the third year of the performance period compared to pre-established performance goals. The performance goals are based on achieving a specified level of distributable cash flow per unit, Adjusted EBITDA and three-year relative total shareholder return, and for certain awards, return on invested capital. In February 2022 and February 2020, our performance and phantom units vested at 196.8% and 196.0% of the targeted performance goals. We had no performance units vest during the year ended December 31, 2021.

The following table summarizes information regarding restricted, phantom and performance unit activity during the years ended December 31, 2022, 2021 and 2020.


	Units	Weighted-Average Grant Date Fair Value
Unvested - January 1, 2020	2,355,949	$	28.94
Granted - restricted units	1,569,451	$	25.42
Granted - performance and phantom units	733,400	$	28.46


Vested - restricted units	(906,275)	$	28.75
Vested - performance and phantom units	(848,424)	$	29.84


Forfeited - restricted units	(149,001)	$	28.24
Forfeited - performance and phantom units	(31,244)	$	27.60


Unvested - December 31, 2020	2,723,856	$	26.62
Granted - restricted units	1,399,781	$	20.51
Granted - performance and phantom units	77,081	$	25.09


Vested - restricted units	(1,148,928)	$	27.65
Vested - phantom units	(2,117)	$	26.63
Forfeited - restricted units	(48,565)	$	21.67
Unvested - December 31, 2021	3,001,108	$	23.42
Granted - restricted units	1,167,597	$	27.86
Granted - performance and phantom units	538,627	$	18.58


Vested - restricted units	(1,019,011)	$	25.04
Vested - performance and phantom units	(554,525)	$	23.47


Forfeited - restricted units	(31,539)	$	25.53


Unvested - December 31, 2022	3,102,257	$	23.69

Under the Crestwood LTIP, participants who have been granted restricted units and/or performance 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 Crestwood LTIP 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 years ended December 31, 2022, 2021, and 2020, we withheld 562,317, 423,330 and 581,608 common units to satisfy employee tax withholding obligations for the restricted and performance units.

Employee Unit Purchase Plan

In August 2018, the board of directors of our general partner approved an employee unit purchase plan under which employees of the general partner may purchase our common units through payroll deductions up to a maximum of 10% of the employees’ eligible compensation, not to exceed $25,000 for any calendar year. Under the plan, we anticipate purchasing our common units on the open market for the benefit of participating employees based on their payroll deductions. In addition, we may match up to 10% of participating employees’ payroll deductions to purchase additional Crestwood common units for participating employees. The board of directors of our general partner authorized 1,500,000 common units (subject to adjustment as provided in the employee unit purchase plan) to be available for purchase. During the years ended December 31, 2022, 2021 and 2020, 9,934, 9,932 and 29,784 common units were purchased under the plan.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings Per Limited Partner Unit

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Limited Partner Unit

Earnings Per Limited Partner UnitWe calculate the dilutive effect of the preferred units and Crestwood Niobrara preferred units using the if-converted method which assumes units are converted at the beginning of the period (beginning with their respective issuance date), and the resulting common units are included in the denominator of the diluted net income per common unit calculation for the period being presented. Distributions declared in the period and undeclared distributions that accumulated during the period are added

back to the numerator for purposes of the if-converted calculation. The dilutive effect of the unit-based compensation performance units is calculated using the treasury stock method which considers the impact to net income or loss attributable to Crestwood Equity Partners and limited partner units from the potential issuance of limited partner units. Prior to the Crestwood Holdings transactions in March 2021, we calculated basic net income per limited partner unit using the two-class method. Our income (loss) was allocated to our common units and other participating securities (i.e., subordinated units) based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings or excess distributions over earnings to the extent that each security participates in income (loss) or excess distributions over income (loss).

We exclude potentially dilutive securities from the determination of diluted earnings per unit (as well as their related income statement impacts) when their impact is anti-dilutive. The following table summarizes information regarding the weighted-average of common units excluded during the years ended December 31, 2022, 2021 and 2020 (in millions):


	Year Ended December 31,
	2022	2021	2020
Preferred units(1)	7.1	7.1	7.1
Crestwood Niobrara’s preferred units(1)	4.1	4.2	5.7
Unit-based compensation performance units(2)	0.2	0.2	0.1
Subordinated units(3)	—	0.1	0.4

(1)See Note 12 for additional information regarding the potential conversion of our preferred units and Crestwood Niobrara’s preferred units to common units.

(2)For a description of our unit-based compensation performance units, see Note 13.

(3)In March 2021, CEQP retired the subordinated units. For additional information regarding the retirement of the subordinated units, see Note 12.

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2022
Postemployment Benefits [Abstract]
Employee Benefit Plans	Employee Benefit PlanA 401(k) plan is available to all of our employees after meeting certain requirements. The plan permits employees to make contributions of up to 90% of their salary, subject to statutory limits, which was $20,500 in 2022, $19,500 in 2021 and $19,500 in 2020. We match 100% of participants’ basic contributions up to 6% of eligible compensation. Employees may participate in the plan immediately and certain employees are not eligible for matching contributions until after a 90-day waiting period. During the years ended December 31, 2022, 2021 and 2020, aggregate matching contributions made by us were $4.3 million, $4.0 million and $4.2 million.

Segments

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segments

Our financial statements reflect three operating and reporting segments: (i) gathering and processing north operations (includes our Arrow, Jackalope and Oasis Midstream Williston operations); (ii) gathering and processing south operations (includes our Crestwood Permian, Sendero and Oasis Midstream Delaware operations and our Crestwood Permian Basin LLC equity method investment); and (iii) storage and logistics operations (includes our crude oil, NGL and natural gas storage and logistics operations, and our Tres Holdings and PRBIC equity method investments). During 2022, we completed a number of strategic transactions, including the Oasis Merger, the Sendero Acquisition and the CPJV Acquisition. In addition, during 2022, we sold our Barnett and Marcellus assets, which were previously included in our gathering and processing south segment. For a further discussion of these acquisitions and divestitures and the impact to our segments, see Note 3.

Below is a description of our operating and reporting segments.

•Gathering and Processing North. Our gathering and processing north operations provide natural gas gathering, compression, treating and processing services, crude oil gathering and storage services and produced water gathering and disposal services to producers in the Williston Basin and Powder River Basin.

•Gathering and Processing South. Our gathering and processing south operations provide natural gas gathering, compression, treating and processing services, crude oil gathering services and produced water gathering and disposal services to producers in the Delaware Basin.

•Storage and Logistics. Our storage and logistics operations provide NGLs, crude oil and natural gas storage, terminal, marketing and transportation (including rail, truck and pipeline) services to producers, refiners, marketers, utilities and other customers.

We assess the performance of our operating segments based on EBITDA, which is defined as income before income taxes, plus debt-related costs (net interest and debt expense and gain (loss) on modification/extinguishment of debt) and depreciation, amortization and accretion expense.

Below is a reconciliation of CEQP’s and CMLP’s net income (loss) to EBITDA (in millions):


	CEQP						CMLP
	Year Ended December 31,						Year Ended December 31,
	2022		2021		2020		2022		2021		2020
Net income (loss)	$	72.5	$	(37.4)	$	(15.3)	$	(52.2)	$	(44.0)	$	(23.4)
Add:
Interest and debt expense, net	177.4		132.1		133.6		177.4		132.1		133.6
(Gain) loss on modification/extinguishment of debt	—		7.5		(0.1)		—		7.5		(0.1)
Provision (benefit) for income taxes	1.9		0.2		0.4		1.7		0.1		(0.1)
Depreciation, amortization and accretion	328.9		244.2		237.4		334.6		258.4		251.5
EBITDA	$	580.7	$	346.6	$	356.0	$	461.5	$	354.1	$	361.5

The following tables summarize CEQP’s and CMLP’s reportable segment data for the years ended December 31, 2022, 2021 and 2020 (in millions). Intersegment revenues included in the following tables are accounted for as arms-length transactions that apply our revenue recognition policy described in Note 2. Included in earnings (loss) from unconsolidated affiliates, net reflected in the tables below was approximately $14.3 million, $187.4 million and $42.9 million of our proportionate share of interest expense, depreciation and amortization expense, goodwill impairments and gains (losses) on long-lived assets, net recorded by our equity investments for the years ended December 31, 2022, 2021 and 2020, respectively.

Segment EBITDA Information


	Year Ended December 31, 2022
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Corporate		Total
Crestwood Midstream
Revenues	$	1,010.7	$	381.4	$	4,608.6	$	—	$	6,000.7
Intersegment revenues	527.2		207.5		(734.7)		—		—
Costs of product/services sold	848.6		399.5		3,749.0		—		4,997.1
Operations and maintenance expense	105.3		43.0		47.8		—		196.1
General and administrative expense	—		—		—		124.4		124.4
Gain (loss) on long-lived assets, net	—		(308.9)		(4.1)		0.3		(312.7)

Gain on acquisition	—		75.3		—		—		75.3
Earnings from unconsolidated affiliates, net	—		11.1		4.6		—		15.7
Other income	—		—		—		0.1		0.1
Crestwood Midstream EBITDA	$	584.0	$	(76.1)	$	77.6	$	(124.0)	$	461.5
Crestwood Equity
General and administrative expense	—		—		—		6.0		6.0
Gain on long-lived assets, net(1)	—		125.0		—		—		125.0
Other income	—		—		—		0.2		0.2
Crestwood Equity EBITDA	$	584.0	$	48.9	$	77.6	$	(129.8)	$	580.7

(1)Represents the elimination of the loss on long-lived assets of approximately $53 million recorded by CMLP related to the sale of assets in the Barnett Shale and the gain on long-lived assets of approximately $72 million recorded by CEQP related to this sale. For a further discussion of this transaction, see Note 3.


	Year Ended December 31, 2021
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Corporate		Total
Crestwood Midstream
Revenues	$	574.7	$	105.9	$	3,888.4	$	—	$	4,569.0
Intersegment revenues	459.3		—		(459.3)		—		—
Costs of product/services sold	553.2		0.9		3,289.8		—		3,843.9
Operations and maintenance expense	51.1		22.9		47.0		—		121.0
General and administrative expense	—		—		—		90.2		90.2
Gain (loss) on long-lived assets, net	0.4		(40.6)		0.7		0.1		(39.4)

Earnings (loss) from unconsolidated affiliates, net	—		9.6		(130.0)		—		(120.4)

Crestwood Midstream EBITDA	$	430.1	$	51.1	$	(37.0)	$	(90.1)	$	354.1
Crestwood Equity
General and administrative expense	—		—		—		7.4		7.4
Loss on long-lived assets, net	—		—		—		(0.2)		(0.2)
Other income	—		—		—		0.1		0.1
Crestwood Equity EBITDA	$	430.1	$	51.1	$	(37.0)	$	(97.6)	$	346.6


	Year Ended December 31, 2020
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Corporate		Total
Crestwood Midstream
Revenues	$	510.4	$	121.0	$	1,622.9	$	—	$	2,254.3
Intersegment revenues	160.5		(0.7)		(159.8)		—		—
Costs of product/services sold	261.0		0.5		1,339.0		—		1,600.5
Operations and maintenance expense	55.7		29.2		46.9		—		131.8
General and administrative expense	—		—		—		86.7		86.7
Gain (loss) on long-lived assets, net	(3.8)		(20.0)		(2.4)		0.2		(26.0)
Goodwill impairment	(80.3)		—		—		—		(80.3)

Earnings (loss) from unconsolidated affiliates, net	—		(1.0)		33.5		—		32.5

Crestwood Midstream EBITDA	$	270.1	$	69.6	$	108.3	$	(86.5)	$	361.5
Crestwood Equity
General and administrative expense	—		—		—		4.8		4.8

Other expense	—		—		—		(0.7)		(0.7)
Crestwood Equity EBITDA	$	270.1	$	69.6	$	108.3	$	(92.0)	$	356.0

Other Segment Information


	CEQP				CMLP
	Year Ended December 31,				Year Ended December 31,
	2022		2021		2022		2021
Total Assets
Gathering and Processing North	$	4,003.6	$	2,408.0	$	4,003.6	$	2,408.0
Gathering and Processing South	1,473.0		886.5		1,473.0		1,017.4
Storage and Logistics	1,057.6		1,125.1		1,057.6		1,125.1
Corporate	32.8		26.1		27.2		20.7
Total assets	$	6,567.0	$	4,445.7	$	6,561.4	$	4,571.2



	Year Ended December 31,
	2022		2021		2020
Purchases of property, plant and equipment
Crestwood Midstream
Gathering and Processing North	$	129.7	$	66.1	$	156.5
Gathering and Processing South	84.0		7.9		3.2
Storage and Logistics	11.3		6.6		7.5
Corporate	3.6		0.7		1.1
Total Crestwood Midstream purchases of property, plant and equipment	$	228.6	$	81.3	$	168.3
Crestwood Equity
Corporate	0.7		1.9		—
Total Crestwood Equity purchases of property, plant and equipment	$	229.3	$	83.2	$	168.3

Major Customers

No customer accounted for 10% or more of our total consolidated revenues for the years ended December 31, 2022, 2021 and 2020 at CEQP or CMLP.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Revenues

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Revenues

Contract Assets and Contract Liabilities

Our contract assets and contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Our receivables related to our revenue contracts accounted for under ASU 2014-09, Revenue from Contracts with Customers (Topic 606) totaled $368.2 million and $331.0 million at December 31, 2022 and 2021, and are included in accounts receivable on our consolidated balance sheets. Our contract assets are included in other non-current assets on our consolidated balance sheets. Our contract liabilities primarily consist of current and non-current deferred revenues. On our consolidated balance sheets, our current deferred revenues are included in accrued expenses and other liabilities and our non-current deferred revenues are included in other long-term liabilities. The majority of revenues associated with our deferred revenues is expected to be recognized as the performance obligations under the related contracts are satisfied over the next 14 years.

The following table summarizes our contract assets and contract liabilities (in millions):


	December 31,
	2022		2021
Contract assets (non-current)(1)	$	5.4	$	1.3
Contract liabilities (current)(2)	$	11.7	$	10.7
Contract liabilities (non-current)(2)	$	212.3	$	187.1

(1)Includes approximately $4.9 million acquired in conjunction with the CPJV Acquisition.

(2)During the year ended December 31, 2022, we recognized revenues of approximately $15.6 million that were previously included in contract liabilities at December 31, 2021. The remaining change in our contract liabilities during the year ended December 31, 2022 related to capital reimbursements associated with our revenue contracts and revenue deferrals associated with our contracts with increasing (decreasing) rates.

The following table summarizes the transaction price allocated to our remaining performance obligations under certain contracts that have not been recognized as of December 31, 2022 (in millions):


2023	$	62.6
2024	42.4
2025	2.2
2026	0.5
2027	0.5
Thereafter	0.7
Total	$	108.9

Our remaining performance obligations presented in the table above exclude estimates of variable rate escalation clauses in our contracts with customers, and is generally limited to fixed-fee and percentage-of-proceeds service contracts which have fixed pricing and minimum volume terms and conditions. Our remaining performance obligations generally exclude, based on the following practical expedients that we elected to apply, disclosures for (i) variable consideration allocated to a wholly-unsatisfied promise to transfer a distinct service that forms part of the identified single performance obligation; (ii) unsatisfied performance obligations where the contract term is one year or less; and (iii) contracts for which we recognize revenues as amounts are invoiced.

Disaggregation of Revenues

The following tables summarize our revenues from contracts with customers disaggregated by type of product/service sold and by commodity type for each of our segments for the years ended December 31, 2022, 2021 and 2020 (in millions). In addition, the revenues from contracts with customers are presented in the three operating and reporting segments that are further discussed in Note 16 for all periods presented. We believe this summary best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. Our non-Topic 606 revenues presented in the tables below primarily represent revenues related to our commodity-based derivatives.


	Year Ended December 31, 2022
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Intersegment Elimination		Total
Topic 606 revenues
Gathering
Natural gas	$	124.9	$	63.0	$	—	$	—	$	187.9
Crude oil	57.7		6.5		—		—		64.2
Water	159.1		22.6		—		—		181.7
Processing
Natural gas	73.8		11.9		—		—		85.7

Compression
Natural gas	—		12.2		—		—		12.2
Storage
Crude oil	2.4		—		0.3		(0.3)		2.4
NGLs	—		—		8.9		—		8.9
Pipeline
Crude oil	5.8		0.7		1.9		(0.1)		8.3
NGLs	—		11.5		0.3		(5.1)		6.7
Transportation

NGLs	—		—		22.6		—		22.6

Rail Loading
Crude oil	—		—		0.4		—		0.4

Product Sales
Natural gas	338.7		220.8		652.9		(455.9)		756.5
Crude oil	493.9		0.3		1,475.0		(50.4)		1,918.8
NGLs	271.1		239.4		1,895.2		(222.2)		2,183.5
Water	7.2		—		—		—		7.2
Other	1.9		—		0.7		(0.7)		1.9
Total Topic 606 revenues	1,536.5		588.9		4,058.2		(734.7)		5,448.9
Non-Topic 606 revenues	1.4		—		550.4		—		551.8
Total revenues	$	1,537.9	$	588.9	$	4,608.6	$	(734.7)	$	6,000.7


	Year Ended December 31, 2021
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Intersegment Elimination		Total
Topic 606 revenues
Gathering
Natural gas	$	56.3	$	83.2	$	—	$	—	$	139.5
Crude oil	73.1		—		—		—		73.1
Water	94.0		—		—		—		94.0
Processing
Natural gas	24.4		5.0		—		—		29.4

Compression
Natural gas	—		17.1		—		—		17.1
Storage
Crude oil	0.3		—		0.5		(0.3)		0.5
NGLs	—		—		11.5		—		11.5
Pipeline
Crude oil	2.7		—		2.6		(0.1)		5.2
NGLs	—		—		0.2		—		0.2
Transportation

NGLs	—		—		17.3		—		17.3

Rail Loading
Crude oil	—		—		4.6		—		4.6

Product Sales
Natural gas	171.4		0.6		326.2		(171.1)		327.1
Crude oil	401.5		—		1,237.7		(82.6)		1,556.6
NGLs	209.4		—		1,796.6		(205.2)		1,800.8
Other	—		—		1.7		—		1.7
Total Topic 606 revenues	1,033.1		105.9		3,398.9		(459.3)		4,078.6
Non-Topic 606 revenues	0.9		—		489.5		—		490.4
Total revenues	$	1,034.0	$	105.9	$	3,888.4	$	(459.3)	$	4,569.0


	Year Ended December 31, 2020
	Gathering and Processing North		Gathering and Processing South		Storage and Logistics		Intersegment Elimination		Total
Topic 606 revenues
Gathering
Natural gas	$	53.4	$	87.2	$	—	$	—	$	140.6
Crude oil	95.3		—		—		—		95.3
Water	92.6		—		—		—		92.6
Processing
Natural gas	22.4		9.5		—		—		31.9

Compression
Natural gas	—		23.9		—		—		23.9
Storage
Crude oil	1.1		—		1.9		(0.3)		2.7
NGLs	—		—		13.1		—		13.1
Pipeline
Crude oil	6.2		—		4.1		(0.1)		10.2
NGLs	—		—		0.3		—		0.3
Transportation
Crude oil	—		—		1.9		—		1.9
NGLs	—		—		10.9		—		10.9

Rail Loading
Crude oil	—		—		7.4		—		7.4

Product Sales
Natural gas	53.7		(0.3)		90.9		(52.8)		91.5
Crude oil	292.2		—		660.7		(53.0)		899.9
NGLs	54.0		—		614.2		(53.6)		614.6
Other	—		—		1.5		—		1.5
Total Topic 606 revenues	670.9		120.3		1,406.9		(159.8)		2,038.3
Non-Topic 606 revenues	—		—		216.0		—		216.0
Total revenues	$	670.9	$	120.3	$	1,622.9	$	(159.8)	$	2,254.3

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The (provision) benefit for income taxes consisted of the following (in millions):


	CEQP						CMLP
	Year Ended December 31,						Year Ended December 31,
	2022		2021		2020		2022		2021		2020
Current:
Federal	$	(0.4)	$	(0.4)	$	(0.2)	$	—	$	—	$	0.1
State	(0.8)		(0.2)		(0.1)		(0.7)		(0.1)		—
Total current	(1.2)		(0.6)		(0.3)		(0.7)		(0.1)		0.1
Deferred:
Federal	0.3		0.3		(0.1)		—		—		—
State	(1.0)		0.1		—		(1.0)		—		—
Total deferred	(0.7)		0.4		(0.1)		(1.0)		—		—
(Provision) benefit for income taxes	$	(1.9)	$	(0.2)	$	(0.4)	$	(1.7)	$	(0.1)	$	0.1

The effective rate differs from the statutory rate for the years ended December 31, 2022, 2021 and 2020, primarily due to the partnerships not being treated as a corporation for federal income tax purposes as discussed in Note 2.

Deferred income taxes related to the operations of CEQP’s wholly-owned taxable subsidiaries, IPCH Acquisition Corp. and Crestwood Gas Services GP LLC, and the impact of Texas Margin tax on our operations, and reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Components of our deferred income taxes are as follows (in millions).


	CEQP				CMLP
	December 31,				December 31,
	2022		2021		2022		2021

Total deferred tax asset(1)	$	0.1	$	0.2	$	—	$	—


Total deferred tax liability(1)	(3.6)		(2.5)		(2.3)		(0.8)
Net deferred tax liability	$	(3.5)	$	(2.3)	$	(2.3)	$	(0.8)

(1)Relates to the basis difference in the stock of a company.

Uncertain Tax Positions. We evaluate the uncertainty in tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Such tax positions, if any, would be recorded as a tax benefit or expense in the current year. We believe that there were no uncertain tax positions that would impact our results of operations for the years ended December 31, 2022, 2021 and 2020 and that no provision for income tax was required for these consolidated financial statements. However, our conclusions regarding the evaluation of uncertain tax positions are subject to review and may change based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

We enter into transactions with our affiliates within the ordinary course of business, including product purchases, marketing services and various operating agreements, including operating leases. We also enter into transactions with our affiliates related to services provided on our expansion projects.

On July 11, 2022, we acquired First Reserve’s 50% equity interest in Crestwood Permian. As a result of this transaction, we control and own 100% of the equity interests of Crestwood Permian and include their results in our consolidated financial statements. Prior to July 11, 2022, we owned a 50% equity interest in Crestwood Permian, which we accounted for under the equity method of accounting, and reflected transactions with Crestwood Permian as transactions with affiliates in the tables below.

As discussed above, in conjunction with our acquisition of First Reserve’s 50% equity interest in Crestwood Permian, we issued 11.3 million newly issued CEQP common units to First Reserve and as a result, First Reserve is considered a related party of CEQP and CMLP. During the year ended December 31, 2022 we paid approximately $0.8 million of capital expenditures to Applied Consultants, Inc., an affiliate of First Reserve.

On February 1, 2022, we completed the merger with Oasis Midstream. Pursuant to the merger agreement, Chord received approximately 20.9 million newly issued CEQP common units in exchange for its common units held in Oasis Midstream and as a result was considered a related party. In September 2022, we acquired 4.6 million CEQP common units from a subsidiary of Chord and as a result of this transaction and other transactions Chord executed with third parties related to its ownership of CEQP common units, Chord is no longer considered a related party of CEQP and CMLP.

Prior to August 2021, Crestwood Holdings indirectly owned our general partner and the affiliates of Crestwood Holdings and its owners were considered CEQP’s and CMLP’s related parties. With the completion of the Crestwood Holdings Transactions in August 2021, Crestwood Holdings and its affiliates are no longer considered related parties of CEQP and CMLP. During the years ended December 31, 2021 and 2020 and we paid approximately $0.6 million, and $3.5 million of capital expenditures to Applied Consultants, Inc., an affiliate of Crestwood Holdings. In addition, during the years ended December 31, 2021 and 2020, Crestwood Holdings allocated a $4.6 million and $4.4 million reduction of unit-based compensation charges to CEQP and CMLP. Also, CEQP allocated approximately $0.2 million and $2.1 million of its general and administrative costs to Crestwood Holdings during the years ended December 31, 2021 and 2020.

Below is a discussion of certain of our related party services and agreements.

Shared Services. CMLP shares common management, general and administrative and overhead costs with CEQP, and as such, CMLP allocates a portion of its costs to CEQP. CEQP grants long-term incentive awards under the Crestwood LTIP as discussed in Note 13 and, as such, CEQP allocates certain of its unit-based compensation costs to CMLP.

Tres Holdings Operating Agreement. CMLP Tres Manager, LLC, a consolidated subsidiary of Crestwood Midstream, entered into an operating agreement with Tres Holdings, pursuant to which we operate and maintain their facilities as well as provide certain administrative and other general services identified in the agreement. Under the operating agreement, Tres Holdings reimburses us for all costs incurred on its behalf. These reimbursements are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations.

Crestwood Permian Basin Operating Agreement. Crestwood Midstream Operations entered into an operating agreement with Crestwood Permian Basin, pursuant to which we provide operating services for Crestwood Permian Basin’s facilities, as well as certain administrative and other general services identified in the agreement. Under the operating agreement, Crestwood Permian Basin reimburses us for all costs incurred on its behalf. These reimbursements are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations.

Crestwood Permian Operating Agreement. Prior to the acquisition of the remaining interest in Crestwood Permian as further discussed in Note 3, Crestwood Midstream Operations, LLC (Crestwood Midstream Operations) entered into an operating agreement with Crestwood Permian, pursuant to which we provided operating services for Crestwood Permian’s facilities, as well as certain administrative and other general services identified in the agreement. Under the operating agreement, Crestwood Permian reimbursed us for all costs incurred on its behalf. These reimbursements are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations.

Stagecoach Gas Management Agreement. Prior to the sale of our equity interest in Stagecoach Gas as further discussed in Note 6, Crestwood Midstream Operations, our wholly-owned subsidiary, provided management and operating services to Stagecoach Gas under a management agreement pursuant to which we operated and maintained Stagecoach Gas’s facilities. Reimbursements received from Stagecoach Gas under this agreement were reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations.

The following table shows transactions with our affiliates which are reflected in our consolidated statements of operations for the years December 31, 2022, 2021 and 2020 (in millions):


	Year Ended December 31,
	2022		2021		2020
Revenues at CEQP and CMLP(1)	$	371.9	$	27.2	$	27.8
Costs of product/services sold at CEQP and CMLP(2)	$	240.9	$	136.8	$	21.0
Operations and maintenance expenses at CEQP and CMLP charged to our unconsolidated affiliates(3)	$	14.7	$	22.2	$	21.8
General and administrative expenses charged by CEQP to CMLP, net(4)	$	32.8	$	35.5	$	31.1
General and administrative expenses at CEQP and CMLP(5)	$	1.3	$	—	$	—

(1)Includes (i) $218.7 million during the year ended December 31, 2022 related to the sale of crude oil and NGLs to a subsidiary of Chord; (ii) $147.7 million during the year ended December 31, 2022 primarily related to gathering and processing services under agreements with a subsidiary of Chord; (iii) $3.9 million, $26.2 million and $27.8 million during the years ended December 31, 2022, 2021 and 2020 related to the sale of NGLs to a subsidiary of Crestwood Permian; (iv) $1.3 million and $1.0 million during the years ended December 31, 2022 and 2021 related to compressor leases with a subsidiary of Crestwood Permian; and (v) $0.3 million during the year ended December 31, 2022 related to gathering and processing services under agreements with Lucero Energy Corp, an affiliate of First Reserve.

(2)Includes (i) $114.1 million during the year ended December 31, 2022 primarily related to purchases of NGLs from a subsidiary of Chord; (ii) $116.8 million, $110.7 million and $20.0 million during the years ended December 31, 2022, 2021 and 2020 related to purchases of natural gas and NGLs from a subsidiary of Crestwood Permian; (iii) $2.0 million, $11.6 million and $0.6 million during the years ended December 31, 2022, 2021 and 2020 related to purchases of natural gas from a subsidiary of Tres Holdings; (iii) $0.3 million related to gathering services under agreements with Crestwood Permian Basin during the year ended December 31, 2022; (iv) $5.6 million, $14.5 million and $0.4 million during the years ended December 31, 2022, 2021 and 2020 related to purchases of NGLs from Ascent Resources - Utica, LLC (Ascent), an affiliate of First Reserve and Crestwood Holdings; and (v) $2.1 million during the year ended December 31, 2022 related to purchases of NGLs from Lucero Energy Corp, an affiliate of First Reserve.

(3)We have operating agreements with certain of our unconsolidated affiliates pursuant to which we charge them operations and maintenance expenses in accordance with their respective agreements described above. During the year ended December 31, 2022, we charged $4.9 million to Tres Holdings, $2.0 million to Crestwood Permian Basin and $7.8 million to Crestwood Permian under these agreements. During the year ended December 31, 2021, we charged $3.4 million to Stagecoach Gas, $4.9 million to Tres Holdings and $13.9 million to Crestwood Permian under these agreements. During the year ended December 31, 2020, we charged $6.6 million to Stagecoach Gas, $4.1 million to Tres Holdings and $11.1 million to Crestwood Permian under these agreements.

(4)Includes $37.2 million, $39.5 million and $35.1 million of unit-based compensation charges allocated from CEQP to CMLP during the years ended December 31, 2022, 2021 and 2020. In addition, includes $4.4 million, $4.0 million and $4.0 million of CMLP’s general and administrative costs allocated to CEQP during the years ended December 31, 2022, 2021 and 2020.

(5)Represents general and administrative expenses related to a transition services agreement with a subsidiary of Chord.

The following table shows accounts receivable and accounts payable from our affiliates as of December 31, 2022 and 2021 (in millions):


	December 31,
	2022		2021
Accounts receivable at CEQP and CMLP	$	1.6	$	8.2
Accounts payable at CEQP and CMLP	$	3.0	$	12.0

Schedule I - Crestwood Equity Partners LP - Parent Only

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Schedule I - Crestwood Equity Partners LP - Parent Only

Schedule I

Crestwood Equity Partners LP

Parent Only

Condensed Balance Sheets

(in millions)


	December 31,
	2022		2021
Assets
Current assets:
Cash	$	0.2	$	0.2


Prepaid expenses and other current assets	—		0.4
Total current assets	0.2		0.6

Property, plant and equipment, net	3.0		2.5

Investments in subsidiaries	1,906.2		1,100.1
Other assets	2.2		2.1
Total assets	$	1,911.6	$	1,105.3

Liabilities and partners’ capital
Current liabilities:
Accounts payable	$	0.1	$	0.1
Accrued expenses	1.2		1.0

Total current liabilities	1.3		1.1


Other long-term liabilities	3.1		4.6

Total partners’ capital	1,907.2		1,099.6
Total liabilities and partners’ capital	$	1,911.6	$	1,105.3

See accompanying notes.

Schedule I

Crestwood Equity Partners LP

Parent Only

Condensed Statements of Income

(in millions)


	Year Ended December 31,
	2022		2021		2020
Revenues	$	—	$	—	$	—
Expenses	6.2		7.7		4.9
Operating loss	(6.2)		(7.7)		(4.9)
Equity in net income (loss) of subsidiaries	37.3		(70.9)		(50.5)
Other income (expense), net	0.2		0.1		(0.7)
Net income (loss) attributable to Crestwood Equity Partners LP	$	31.3	$	(78.5)	$	(56.1)

See accompanying notes.

Schedule I

Crestwood Equity Partners LP

Parent Only

Condensed Statements of Cash Flows

(in millions)


	Year Ended December 31,
	2022		2021		2020
Cash flows from operating activities	$	67.8	$	(5.5)	$	(9.4)

Cash flows from investing activities	455.6		507.8		242.6

Cash flows from financing activities:
Payments for Crestwood Holdings Transactions	—		(275.6)		—
Purchase of common units	(123.7)		—		—
Distributions paid to partners	(325.3)		(224.4)		(242.8)
Change in intercompany balances	(74.4)		(2.3)		9.6

Net cash used in financing activities	(523.4)		(502.3)		(233.2)

Net change in cash	—		—		—
Cash at beginning of period	0.2		0.2		0.2
Cash at end of period	$	0.2	$	0.2	$	0.2

See accompanying notes.

Schedule I

Crestwood Equity Partners LP

Parent Only

Notes to Condensed Financial Statements

Note 1. Basis of Presentation

In the parent-only financial statements, our investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Our share of net income of our unconsolidated subsidiaries is included in consolidated income using the equity method. The parent-only financial statements should be read in conjunction with our consolidated financial statements.

Note 2. Distributions

During the years ended December 31, 2022, 2021 and 2020, we received cash distributions from Crestwood Midstream Partners LP of approximately $622.2 million, $509.7 million and $242.6 million.

Schedule II - Crestwood Equity Parnters LP - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Crestwood Equity Partners LP - Valuation and Qualifying Accounts

Schedule II

Crestwood Equity Partners LP

Crestwood Midstream Partners LP

Valuation and Qualifying Accounts

For the Years Ended December 31, 2022, 2021 and 2020

(in millions)


	Balance at beginning of period		Charged to costs and expenses		Other additions			Deductions (write-offs)		Balance at end of period
Allowance for doubtful accounts
2022	$	0.6	$	(0.1)	$	—		$	—	$	0.5
2021	$	0.9	$	0.6	$	—		$	(0.9)	$	0.6
2020	$	0.3	$	0.5	$	0.7	(1)	$	(0.6)	$	0.9

(1)Amount represents the cumulative effect of adopting the provisions of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) on January 1, 2020.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

We consolidate entities when we have the ability to control or direct the operating and financial decisions of the entity or when we have a significant interest in the entity that gives us the ability to direct the activities that are significant to that entity. The determination to consolidate or apply the equity method of accounting to an entity can also require us to evaluate whether that entity is considered a variable interest entity. This evaluation, along with the determination of our ability to control, direct or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can

exert significant influence over, but do not control or direct the policies, decisions or activities of an entity. We use the cost method of accounting where we are unable to exert significant influence over the entity.

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts we report as assets, liabilities, revenues and expenses and our disclosures in these consolidated financial statements. Actual results can differ from those estimates.

Cash

Cash We consider all highly liquid investments with an original maturity of less than three months to be cash.

Accounts Receivable

Accounts ReceivableWe record accounts receivable when products or services are delivered and it is probable that payment will be received for those products or services, and we do not record any interest or penalties on accounts receivable that are past due under the terms of the related arrangement or invoice until those amounts are received. We estimate the allowance for doubtful accounts using a method that considers both the aging of our accounts receivable and the projected loss rate of our receivables. We write off accounts receivable, and the related allowance for doubtful accounts, when it becomes remote that payment for products or services will be received.

Inventory

InventoryOur inventory, which is stated at the lower of cost or net realizable value and cost is computed predominantly using the average cost method

Property, Plant and Equipment

Property, plant and equipment is recorded at is original cost of construction or, upon acquisition, at the fair value of the assets acquired. For assets we construct, we capitalize direct costs, such as labor and materials, and indirect costs, such as overhead and interest. We capitalize major units of property replacements or improvement and expense minor items. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows:


			Years
Gathering systems and pipelines			20
Facilities and equipment			3 - 20
Buildings, rights-of-way and easements			5 - 50
Office furniture and fixtures			5 - 10
Vehicles			5

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or changes in circumstances are present, a loss is recognized if the carrying value of the asset is in excess of the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is typically based on discounted cash flow projections using assumptions as to revenues, costs and discount rates typical of third party market participants, which is a Level 3 fair value measurement.

Projected cash flows of our property, plant and equipment are generally based on current and anticipated future market conditions, which require significant judgment to make projections and assumptions about pricing, demand, competition,

operating costs, constructions costs, legal and regulatory issues and other factors that may extend many years into the future and are often outside of our control. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates.During 2022, we recorded a loss on long-lived assets of approximately $7.0 million related to the anticipated sale of parts inventory related to our gathering and processing south segment’s legacy Granite Wash operations. During 2021, we recorded $40.1 million of impairments of our property, plant and equipment to reflect our gathering and processing south segment’s compressor stations in our Marcellus operations at fair value based on the actual or anticipated dismantlement and redeployment of those assets to other areas. During 2020, we recorded $3.1 million of impairments of our property, plant and equipment primarily related to the removal and retirement of certain water gathering facilities in our gathering and processing north segment in response to several produced water releases on our Arrow system over the past few years. During 2022 and 2020, we sold several of our legacy assets and we recorded gains and losses on long-lived assets related to each of these divestitures. For a further discussion of these asset sales, see Note 3 and Note 11.

Identifiable Intangible Assets

Identifiable Intangible Assets and Liabilities

Our identifiable intangible assets consist of customer relationships, trademarks and certain revenue contracts. These intangible assets have arisen primarily from acquisitions. We amortize certain of our revenue contracts based on the projected cash flows associated with these contracts if the projected cash flows are readily determinable, otherwise we amortize our revenue contracts on a straight-line basis. We recognize acquired intangible assets separately if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer’s intent to do so.

Projected cash flows of our intangible assets are generally based on current and anticipated future market conditions, which require significant judgment to make projections and assumptions about pricing, demand, competition, operating costs, construction costs, legal and regulatory issues and other factors that may extend many years into the future and are often outside of our control. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates.

Goodwill

Our goodwill represents the excess of the amount we paid for a business over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment annually on December 31, and whenever events indicate that it is more likely than not that the fair value of a reporting unit could be less than its carrying amount. This evaluation requires us to compare the fair value of each of our reporting units to its carrying value (including goodwill). If the fair value exceeds the carrying amount, goodwill of the reporting unit is not considered impaired.

We estimate the fair value of our reporting units based on a number of factors, including discount rates, projected cash flows and the potential value we would receive if we sold the reporting unit. Estimating projected cash flows requires us to make certain assumptions as it relates to the future operating performance of each of our reporting units (which includes assumptions, among others, about estimating future operating margins and related future growth in those margins, contracting efforts and the cost and timing of facility expansions) and assumptions related to our customers, such as their future capital and operating plans

and their financial condition. When considering operating performance, various factors are considered such as current and changing economic conditions and the commodity price environment, among others. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates. If the assumptions embodied in the projections prove inaccurate, we could incur a future impairment charge. In addition, the use of the income approach to determine the fair value of our reporting units (see further discussion of the use of the income approach below) could result in a different fair value if we had utilized a market approach, or a combination thereof.

Upon acquisition, we are required to record the assets, liabilities and goodwill of a reporting unit at its fair value on the date of acquisition. As a result, any level of decrease in the forecasted cash flows of these businesses or increases in the discount rates utilized to value those businesses from their respective acquisition dates would likely result in the fair value of the reporting unit falling below the carrying value of the reporting unit, and could result in an assessment of whether that reporting unit’s goodwill is impaired.

Lessee, Leases

Leases

We enter into leases with third parties for the right to utilize certain office buildings, vehicles and other operating facilities and equipment. For contracts that extend for a period greater than 12 months, we recognize a right-of-use asset and a corresponding lease liability on our consolidated balance sheets based on the present value of each lease, which is based on the future minimum lease payments and is determined by discounting these payments using our incremental borrowing rate. We recognize operating lease expense on our consolidated statements of operations as either costs of product/services sold, operations and

maintenance expenses or general and administrative expenses on a straight-line basis over the lease term. We do not have any material leases where we are considered to be the lessor. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any material revenue contracts that are considered leases.

Investment in Unconsolidated Affiliate

Investments in Unconsolidated AffiliatesEquity method investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Differences in the basis of investments and the separate net asset values of the investees, if any, are amortized into net income or loss over the remaining useful lives of the underlying assets and liabilities, except for the excess related to goodwill. We evaluate our equity method investments for impairment when events or circumstances indicate that the carrying value of the equity method investment may be impaired and that impairment is other than temporary. If an event occurs, we evaluate the recoverability of our carrying value based on the fair value of the investment. If an impairment is indicated, or if we decide to sell an investment in an unconsolidated affiliate, we adjust the carrying values of the asset downward, if necessary, to their estimated fair values.