Exhibit 99.2

UNAUDITED CRESTWOOD MIDSTREAM PARTNERS LP PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     References to we, us or our, refer to Crestwood Midstream Partners LP and its subsidiaries (“CMLP”). On April 1, 2011, Crestwood Midstream Partners LP completed the previously announced purchase of certain midstream assets in the Fayetteville Shale (the “Fayetteville assets”) and the Granite Wash plays (the “Granite Wash assets”) from Frontier Gas Services, LLC (“Frontier Gas” and collectively, the “Frontier Gas Acquisition” or the “Frontier Assets”). We paid an aggregate purchase price of approximately $338 million, with an additional $15 million to be paid to Frontier Gas if certain operational objectives are met within six months of the closing date. The purchase price was paid in cash and CMLP financed the purchase through a combination of equity and debt as described below.

     Frontier Gas, headquartered in Tulsa, Oklahoma, is a privately-held midstream energy services company engaged in the gathering, compression, processing, treating and marketing of natural gas and natural gas liquids.

     The Fayetteville assets consist of approximately 127 miles of high pressure and low pressure gathering pipelines in Arkansas with capacity of approximately 510 MMcfd, treating capacity of approximately 165 MMcfd and approximately 35,000 hp of compression. The Fayetteville assets interconnect with multiple interstate pipelines which serve the Fayetteville Shale and are supported by long-term, fixed-fee contracts with producers who have dedicated approximately 100,000 acres in the core of the Fayetteville Shale. These contracts have initial terms that extend through 2020 with a five year extension.

     The Granite Wash assets consist of a 28 mile pipeline system and a 36 MMcfd cryogenic processing plant in the Texas Panhandle. This area has emerged as a liquids-rich natural gas play with active drilling programs and the Granite Wash assets are supported by long-term contracts.

     In connection with the consummation of the Frontier Gas Acquisition, we entered into the following additional financing transactions:

	•		the issuance of approximately 6.2 million units of new Class C limited partner interests, issued at a price of $24.50 per unit to certain institutional investors through a private placement transaction, resulting in gross proceeds of approximately $153 million; and
	•		the incurrence of $200 million aggregate principal amount of 7.75% Senior Notes due 2019 (the “Notes”).

     For purposes of the unaudited pro forma condensed consolidated financial statements, these additional financing transactions are part of the “Frontier Gas Acquisition.”

     CMLP has acquired the assets, liabilities and operations of the Frontier Assets, except for certain working capital, other liabilities and members’ equity. The acquisition will be accounted for using the purchase method of accounting. The final purchase price allocation is pending the finalization of appraisal valuations of certain tangible and intangible assets acquired, which may result in an adjustment to the preliminary purchase price allocation.

     The unaudited pro forma condensed consolidated financial statements present the impact on our financial position and results of operations of our acquisition of the Frontier Assets. The unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2010 have been prepared based on certain pro forma adjustments to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 and are qualified in their entirety by reference to such historical consolidated financial statements and related notes contained therein. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes.

     The unaudited pro forma condensed consolidated balance sheet as of December 31, 2010 has been prepared as if the Frontier Gas Acquisition occurred on that date. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2010 has been prepared as if the Frontier Gas Acquisition occurred on January 1, 2010.

     The pro forma adjustments are based upon currently available information and certain estimates and assumptions. Therefore, actual adjustments will differ from the pro forma adjustments, and the differences may be material. Management believes, however, that the assumptions provide a reasonable basis for presenting the significant effects of the Frontier Gas Acquisition, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

     The unaudited pro forma condensed consolidated financial statements may not be indicative of the results that actually would have occurred if we had owned the Frontier Assets during the periods presented.

CRESTWOOD MIDSTREAM PARTNERS LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2010

(In thousands, except for unit amounts)

														Crestwood
		Crestwood												Midstream
		Midstream				Frontier Gas				Pro Forma				Partners LP
		Partners LP				Services LLC				Adjustments				Pro Forma
ASSETS
Current assets
Cash and cash equivalents		$	2			$	2,083			$	(2,083	)(a)		$	2
											346,500	(b)(c)
											(338,000	)(d)
											(8,500	)(f)
Accounts receivable			1,679				11,328				(11,328	)(a)			1,679
Accounts receivable — related party			23,003				—				—				23,003
Prepaid expenses and other			1,052				899				(899	)(a)			1,802
											750	(d)(e)
Total current assets			25,736				14,310				(13,560	)			26,486
Property, plant and equipment, net			531,371				141,622				(141,622	)(a)			715,342
											183,971	(d)			—
Intangible assets, net			—				21,926				(21,926	)(a)			121,200
											121,200	(d)
Goodwill			—				—				52,160	(d)			52,160
Other assets			13,520				1,009				(1,009	)(a)			19,485
											365	(d)(e)
											5,600	(c)
Total assets		$	570,627			$	178,867			$	185,179			$	934,673
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Current portion of capital leases		$	—			$	2,468			$	(2,468	)(a)		$	2,566
											2,566	(d)(e)
Accounts payable — related party			4,267				59				(59	)(a)			4,267
Accrued additions to property, plant and equipment			11,309				—				—				11,309
Accounts payable and other Total current liabilities			2,917				7,482				(7,482	)(a)			2,917
			18,493				10,009				(7,443	)			21,059
Long-term debt			283,504				6,000				(6,000	)(a)			483,504
											200,000	(c)
Capital leases			—				6,377				(6,377	)(a)			6,630
											6,630	(d)(e)
Asset retirement obligations			9,877				—				—				9,877
Commitments and contingent liabilities			—				—				11,250	(d)			11,250
Partners’ capital
Partners’ capital			—				156,481				(156,481	)(a)			—
Common unitholders			258,069				—				(6,994	)(f)			251,075
Class C unitholders			—				—				152,100	(b)			150,700
											(1,400	)(f)
General partner			684				—				(105	)(f)			579
Total partners’ capital			258,753				156,481				(12,881	)			402,353
		$	570,627			$	178,867			$	185,179			$	934,673

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

CRESTWOOD MIDSTREAM PARTNERS LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010

(In thousands, except for per unit amounts)

														Crestwood
		Crestwood												Midstream
		Midstream				Frontier Gas				Pro Forma				Partners LP
		Partners LP				Services LLC				Adjustments				Pro Forma
Revenue
Gas sales		$	—			$	21,225			$	—			$	21,225
Natural gas liquids sales			—				18,155				—				18,155
Condensate sales			—				520				—				520
Gathering revenue — Quicksilver			77,645				—				—				77,645
Gathering revenue			5,749				26,372				—				32,121
Processing revenue — Quicksilver			27,590				—				—				27,590
Processing revenue			2,606				—				—				2,606
Total revenue			113,590				66,272				—				179,862
Expenses
Gas purchases			—				34,351				—				34,351
Operations and maintenance			28,392				10,123				—				38,515
General and administrative			14,967				3,738				—				18,705
Depreciation, amortization and accretion			22,359				8,628				8,623	(g)			39,610
Total expenses			65,718				56,840				8,623				131,181
Operating income			47,872				9,432				(8,623	)			48,681
Gain on business combination			—				11,190				—				11,190
Other income			—				85				(85)	)(a)			—
Interest expense			13,550				120				16,080	(a)(h)			29,750
Income before income taxes			34,322				20,587				(24,788	)			30,121
Income tax provision (benefit)			(550	)			—				—				(550	)
Net income (loss)		$	34,872			$	20,587			$	(24,788	)		$	30,671
General partner interest in net income		$	2,526											$	2,371
Limited partners’ interest in net income			32,346												23,580
Class C partners’ interest in net income		$	—											$	4,720
Net income per limited partner unit — basic		$	1.11											$	0.81
Net income per limited partner unit — diluted		$	1.03											$	0.75
Weighted-average limited partner units outstanding:
Basic			29,070												29,070
Diluted			31,316												37,559

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Basis of Presentation

     The unaudited pro forma condensed consolidated financial statements present the impact on our financial position and results of operations as a result of our consummation of the Frontier Gas Acquisition. The unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2010 have been prepared based on certain pro forma adjustments to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 and are qualified in their entirety by reference to such historical consolidated financial statements and related notes contained therein. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes.

     The unaudited pro forma condensed consolidated balance sheet as of December 31, 2010 has been prepared as if the Frontier Gas Acquisition occurred on that date. The adjustments to the unaudited pro forma condensed consolidated balance sheet give effect to events that are directly attributable to the transaction, are factually supportable, and include those items that have a continuing impact and also those that are nonrecurring. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2010 has been prepared as if the Frontier Gas Acquisition occurred on January 1, 2010. The adjustments to the pro forma condensed consolidated statement of income include those that are directly attributable to the transaction, are factually supportable, and expected to have a continuing impact.

     The pro forma adjustments are based upon currently available information and certain estimates and assumptions. Therefore, actual adjustments will differ from the pro forma adjustments, and the differences may be material. Management believes, however, that the assumptions provide a reasonable basis for presenting the significant effects of the Frontier Gas Acquisition, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

     The unaudited pro forma condensed consolidated financial statements may not be indicative of the results that actually would have occurred if we had owned the Frontier Assets during the periods presented.

     The unaudited pro forma condensed consolidated financial statements reflect the Frontier Gas Acquisition and the funding of the acquisition as follows:

	•		the issuance of approximately 6.2 million units of new Class C limited partner interests for net proceeds of $152.1 million to finance the Frontier Gas Acquisition;
	•		the issuance of the Notes resulting in estimated net proceeds of $194.4 million to finance a portion of the Frontier Gas Acquisition;
	•		the acquisition of substantially all the Frontier Assets;
	•		the retention by Frontier Gas of working capital, other liabilities and members’ equity, with the exception of certain prepaid items and capital leases; and

•

the consideration paid to Frontier Gas at the closing of the Frontier Gas Acquisition consisting of $338 million in cash.

Pro Forma Adjustments and Assumptions

(a)		Reflects adjustments to eliminate Frontier Gas activity, cash and cash equivalents and operating assets and liabilities.
(b)		Reflects proceeds from the issuance of approximately 6.2 million Class C limited partner units for $152.1 million to finance a portion of the Frontier Gas Acquisition.
(c)		Reflects proceeds of borrowings and related financing costs from the issuance of the Notes of $194.4 million to finance a portion of the Frontier Gas Acquisition.
(d)		Reflects the Frontier Gas Acquisition for $349.3 million, less $11.3 million to be paid to Frontier Gas assuming certain operational objectives are met within six months of the closing date. Under the terms of the transaction, CMLP has agreed to pay to Frontier Gas up to an additional $15 million if certain operational objectives are met within six months of the closing date. The $11.3 million payment was determined based on the estimated fair value of the contingent liability associated with Frontier Gas achieving the operational objectives.

The Frontier Gas Acquisition will be accounted for using the purchase method of accounting. The final purchase price allocation is pending the finalization of appraisal valuations of certain tangible and intangible assets acquired, which may result in an adjustment to the preliminary purchase price allocation.

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

Purchase price:
Cash		$	338,000
Contingent consideration			11,250
Total purchase price		$	349,250
Preliminary purchase price allocation:
Prepaid expenses and other		$	750
Property, plant and equipment			183,971
Intangible assets			121,200
Goodwill			52,160
Other assets			365
Total assets			358,446
Current portion of capital leases			2,566
Capital leases			6,630
Total liabilities			9,196
Purchase price		$	349,250

(e)		Reflects the fair value of prepaid items and capital leases to be assumed by CMLP.
(f)		Reflects transaction costs associated with the Frontier Gas Acquisition.

(g)		Reflects the adjustment to recognize incremental depreciation and amortization expense resulting from the purchase of the Frontier Assets.
(h)		Reflects the increase in interest expense associated with the issuance of the Notes to finance a portion of the Frontier Gas Acquisition.

Pro Forma Net Income Per Limited Partner Unit

     Our net income or loss is allocated to the general partner and the limited partners, in accordance with their respective ownership percentages, after allocating Available Cash (as defined in the partnership agreement) generated during the period in accordance with our partnership agreement.

     Securities that meet the definition of a participating security are required to be considered for inclusion in the computation of basic earnings per unit using the two-class method. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

     These required disclosures do not impact our overall net income or loss or other financial results; however, in periods in which aggregate net income exceeds our Available Cash, it will have the impact of reducing net income per limited partner unit.

     Basic and diluted net income or loss per limited partner unit is calculated by dividing limited partners’ interest in net income or loss, by the weighted-average number of outstanding limited partner units during the period, assuming approximately 6.2 million units of new Class C limited partner interests were issued upon closing of the Frontier Gas Acquisition.