Mark Stockard – VP, Investor Relations Robert Phillips – Chairman, President and CEO Mike Campbell - SVP and CFO Robert Halpin -VP Finance Heath Deneke - President - Natural Gas Business Unit of the General Partner

Gabe Moreen - Bank of America Merrill Lynch Michael Blum - Wells Fargo

Good morning. We hope you had a chance to review our two news releases we issued this morning.

This call is a joint call to discuss both Crestwood Midstream Partners and Crestwood Equity Partners. Before we begin, I would like to remind you that during this call, we'll make certain forward-looking statements as defined in the Securities and Exchange Act of 1934 based on the assumptions and information currently available to management.

Although management believes that these expectations are reasonable, we can give no assurance that they will prove to be correct. Please refer to our latest filings with the SEC for a list of factors that may cause actual results to differ.

In addition, we'll be discussing certain non-GAAP financial measures such as EBITDA, adjusted EBITDA and distributable cash flow. Reconciliations to the most comparable GAAP measures are included in the news releases that we issued this morning.

These news releases are posted on the Investor Relations section of our website at www.crestwoodlp.com. A reminder that information reported on this call speaks only as of today, November 5, 2014 and therefore, time-sensitive information may no longer be accurate at the time of any replay.

With that, I'll turn the call over to Bob Phillips, Chairman, President and CEO of the General Partners of Crestwood Midstream and Crestwood Equity.

Thanks Mark. And good morning to all of you.

Thanks for joining the call. As you know we've issued a couple of wholesome press releases this morning.

But I want to give you a couple of updates before I turn it over to Mike to go over the third quarter details. Starting with our strategy I think since closing the merger between Crestwood and Energy back in October of 13 just a year ago, we have continued to communicate with our investors, our strategy to expand services throughout the Midstream value chain in a specific effort to gain incremental capital investment opportunities and margin expansion opportunities across all of our assets which as you know are strategically located in some of the premier US shale plays out there.

Clearly, we had some challenges but despite the challenges that are typically faced by young growing organization as a result of a merger. We are now beginning to hit our stride with solid execution on a quarter-to-quarter basis, and we think the third quarter marks another very important step towards realizing the objectives that we set out to achieve in 2014.

As the press release has indicated, we have posted another solid quarter of results at Crestwood. This is our fourth consecutive quarter of sequential EBITDA growth since the completion of the merger last year.

We think that's an important benchmark that investors should take note of. We've reported record volumes in both our natural gas and our crude oil businesses.

During the quarter that indicates strong fundamental surrounding the assets that we operate specifically at CMLP adjusted EBITDA was up 36% year-over-year. And on a consolidated basis with CEQP adjusted EBITDA was 29% year-over-year.

Importantly distributable cash flow for CMLP was up 38% year-over-year again indicator is of strong continuing sequential performance and execution on our 2014 plan. In context, the growth in the EBITDA and the DCF is largely being driven by the almost $1.5 billion of capital investments that we've made over the past 15 months.

Those investments to significantly expand our operating footprint in areas like the Bakken Shale, the Marcellus Shale and the Powder River Basin Niobrara shale are three specific shale plays where growth is inherently high producers where at these infrastructure is needed. For the last four quarters, we continue to communicate to our investors the strategic rationale behind the decision that we made earlier this year to hold our distributions flat.

So that we could allow our assets in these investments the time to catch up on the growth cycle to the point of generating substantial cash return on the capital that we have invested. All MLP and Midstream investors understand the growth in the investment cycle as a number of the investments that we made last year are beginning to mature and make significant cash flow contributions to our bottom line.

So we are pleased to be at that point in the cycle. Now over that timeframe, we completed the number of our key projects on time on budget that was one of our promises to investors at the beginning of the year.

And as a result we've displayed continued sequential growth in adjusted EBITDA in DCF and I think that's the mark of a solid Midstream MLP that's growing. I am proud to report today most importantly we've achieved our 2014 objective of building our coverage ratio back to above 1.02x.

With our third quarter actual coverage ratio of 1.05x distribution. As we continue to execute on projects due to remainder of this year and into 2015, we are going to see meaningful growth contributions.

We expect this trend of successful execution on time on budget. And a resulting sequential growth from our assets and operations to continue into the fourth quarter and throughout 2015.

And we believe that that continuation of performance would allow us to further improve our coverage ratio, build a cushion and resume quarterly distribution increases as early as starting in the fourth quarter of 2014. Importantly with CEQP receiving incentive distribution from CMLP in the (inaudible) CMLP's resumption of distribution growth again potentially as early as the fourth quarter 2014 should provide substantial input back in CEQP's distributable cash flow and coverage ratio as well.

Let me touch on another couple of very important strategies the Crestwood -- unique to Crestwood. We continually emphasize to our investors the benefit of our fee -based contract portfolio.

As you know I started off four years ago to build a Midstream company around a largely fee based portfolio as well as having assets position in the right shale plays that have the most prolific underlying reserves. And I certainly think that we done that today.

Before I get into these specifics of our projects though I want to expand on this strategy just a second. Because it is incredibly important during this time of commodity price volatility.

As recent declines in crude oil prices have apparently adversely affected a number of our competitors, Crestwood continues to remain substantially insulated from this big drop in crude oil prices with over 87% of our revenues coming from fixed fee and firm contracts. And I would point out that the other 13% is largely attributable to our NGL supply and logistics business.

We simply don't have percentage or proceeds or contracts to any material extent in our contract portfolio. That is a strategy by design and it is intended to protect us from situation like the industry is currently incurring.

For example, at our COLT crude by rail loading facility, that facility is fully contracted with take or pay style contract primarily with East Coast and West Coast refiners. And those refiners continue to depend upon Bakken barrel as their preferred feed stock.

We think given the competitive price dynamic between Bakken barrels and other feed stock alternatives such as Brent and ANS barrels, COLT is uniquely positioned to provide long-term supply and logistics solution for advantage crude into pad 1 and pad 5. But importantly, a contract portfolio is protected through take- or-pay contract.

Our producer customers on the Antero gathering system located in the core of the Bakken, the continue to experience what we think are the best well economic in the Bakken play even at current crude oil prices or even below current level, our producers, we have researched have largely hedge their 2015 production based on $90 to $95 per barrel WTI prices. We think that they will be insulated from reduced cash flows.

And therefore the indications that we are getting is that will not have an adverse impact on drilling activity in 2015. So just to point out that our contract portfolio largely protects us from the commodity volatility that many of our competitors are experiencing right now.

Now let me turn to a quick update on our 2014 growth projects. I think our most important remaining 2014 capital project is our new Bucking Horse processing plant, up in the Powder River Niobrara.

You recall that's a 50:50 joint venture with Access that's underpin by 20 years cost of service agreement. So in addition to having take or pay style contracts at COLT, we have cost to service style contract with the margin fluctuates with the capital invested to ensure a roughly 15% return on our capital investment.

This new Bucking Horse processing plant is a 120 million a day facility. It will be the first new processing plant built for the PRB Niobrara, but it is very much on schedule.

We expect to commission the plant later this month and expect that the plant will reach capacity over the next couple of months as gas has been shut in and backed off due to the lack of processing infrastructure in the region over the last couple of years. We estimate that Chesapeake and RKI our producers have between 40 and 50 wells connected to the Jackalope gathering system that are currently throttle back or shut in entirely waiting on our Bucking Horse plant to come online.

In addition to that, Chesapeake is indicated publicly they have approximately 20 drills but uncompleted wells in the area of dedication to us that we expect those wells to be completed very soon after the Bucking Horse plant goes online and those processing constraints are lifted. Chesapeake has more than 380,000 acres dedicated to us up there again under a 20 years contract.

And they have indicated publicly that they are going to maintain an active drilling program targeting the liquid-rich Niobrara shale as well as some of the shallow oil formations up there including the [sub six to tea pot department in the Shenin] And they have recently announced Chesapeake has, that they expect to generate return in excess of 40% in the area through the continued success that they had in lowering, drilling and completion cost and cycle time and importantly over 20% improvement in AURs which are being driven by longer lateral length and enhanced completion practices up there as a result Chesapeake has recently announced plan to increase rigs in the areas of dedication to Access and Crestwood from three rigs that ran in 2014 to as many as 7 to 9 rigs in our area of dedication during 2015. So again we are very pleased with our position with a 20 years dedication and a very attractive cost of service contract for gathering and processing up in this emerging play.

Now turning to the Bakken. I know many of our investors are concerned about the recent drop in crude oil prices.

I touched on what we think are the protective or insulating factors around our businesses. Let me give you some specifics in the Bakken, as you know our Arrow asset continue to show substantial quarter-over-quarter growth in the third quarter, reporting significant volume increases above the second quarter crude oil, volumes gathered average above 70,000 barrels a day, and natural gas was above 40 million cubic feet per day in September.

So we continue to see the ramp up due to drilling activity, frac completion activity and the well connect activity as well as the continued expansion of our system to handle this increase production. Importantly for investors that remember when we acquired Arrow for $750 million in November of last year, the Arrow contribution is now approaching our original projection with the third quarter contribution of about $90 million generated that represent approximately a 10x investment multiple on our current run rate EBITDA and we expect the business to grow substantially in the fourth quarter and in 2015.

So we are feeling very good about our investment for the Arrow Midstream business. Producers on the system continue to drill some of the most prolific plays in the Bakken prolific wells in the Bakken with reported average 30 day IT rates now well above the 1,000 barrels a day.

For all of our customers and is high as 2,500 barrels per day from some of our more active producers. I note that WPH just announced very strong well performance yesterday in their third quarter report.

We are continuing to work with our producers to finalize 2015 drilling plans. Over the coming months we are getting increasingly comfortable with the fact that they are going to continue to drill aggressively in 2015 as they have in 2014 due above the improving performance of the wells and as well as their very strong hedge position at $90 to $95 per barrel.

Many of our producers had in been from 80% to 95% of their 2015 production hedge with those prices. So again we think that will insulate us from the recent drop in crude oil.

Now to the COLT Hub. As you know and we announced on October 13, we loaded our 1,000 unit train at the facility.

Just two years ago we build the facility, we doubled the loading capacity ships, it was originally constructed in 2012, and the industry clearly supports the investment as we continue to be fully contracted there at approximately 149,000 barrels a day a take or pay contracts. We very much remain on target with our last expansion which is the addition of release in departure tracks that should be placed in service that was there two days ago.

And saw the progress that the team is making on completing that before the winter weather hit. These tracks will importantly facilitate scheduling efficiencies between our customers and the railroad, for trains coming into and leaving the terminal after loading.

As you know, we have the ability to load up to 160,000 barrels a day; we have the package in the loading line capability. It simply been a matter of giving the customers to get the trains into and out of the facility on time, so that we can load to the full contract quantities.

Longer term, let me just state again, it is strategically we think this is a very important facility to refiners on both coasts. It is a demand pull facility, our key refiner customers continue to talk publicly about their dependence on Bakken barrel.

In the long term advantage feed stock that they have versus international alternatives to service pad 1 and pad 5 for refinery. So again despite the recent reduction in both Brent and WTI, we think that the COLT Hub is a premier facility and one in which refiners on both coast absolutely rely on.

Now let me turn to the Marcellus. We have a lot of activity in the third quarter.

Our gathering and compression assets continue to grow. We completed our last two projects of the year on the Marcellus and Antero gathering system that was 120 million a day banner compression station, and the 65 million a day start compressor station.

These are located in the rich gas area of our roughly 140,000 acre dedication. And those two stations bring our total gathering capacity up to 875 million a day.

I think that we are now ahead of Antero in terms of available capacity to production. As a result, we are going to be spending very little capital in the fourth quarter.

And we will wait until we have got more detail from Antero about their full year 2015 plan. But it looks like will have significantly lower capital to spend there over the next year or so.

Based on the current drilling plan that they have in our discussion with them, not only are we feel like we've largely completed the required system build out right now. But we think our volumes will continue to grow as they have over the last several quarters.

In the third quarter we gathered 645 million cubic feet per day and from time to time when new wells were brought on, we had daily gatherings spikes up to 700 million cubic feet per day as new wells came online. Again based on our current discussions with Antero on its drilling and completion plan, we expect 2015 volumes to continue in this range for the next few months.

We have 10 new wells that are scheduled to come online during the fourth quarter. See a slight increase in volumes associated with that.

But we are very, very confident that our volumes will continue to grow in 2015 without a significant addition of capital expenditures. As you probably saw in the news, Antero priced their midstream IPO yesterday.

Congratulations to them. It looks very successful.

Consistent with our discussion with them and their disclosures, they have stated publicly that a majority of their rigs will operate in the Utica and Marcellus area where the gathering is dedicated to their new Antero Midstream .However; they do continue to operate three rigs in our area of dedication. And they have accumulated an inventory of approximately 30 drills but uncompleted wells.

So again based on our current 2015 drilling expectation, we expect the activities to continue on the rich gas acreage in our area of dedication and that alone as well as the completion of the 30 DUCs will lead to another year-over-year increase in volumes on our Antero gathering system. Now as we always do we continue to monitor the availability of downstream processing, downstream where as do take away for all this gas, it is not uncommon for us to experience upsets or shut ins from time to time due to either the downstream processing or downstream pipeline systems that have to take the residue gas away.

It is certainly happened in the third quarter, it happened in the second quarter. It happens from time to time as they are building out all of the Midstream infrastructure requires to handle all the gas.

We expect those concerns to be largely alleviated by the end of 2015 as we look forward Marc west, will add their Sherwood train, 6 and 7 during the first half of the year. And they will be a third party regional dry gas residue gathering line completed in the second half of the year, which should add another roughly 1.4 Bcf a day of residue gas take away from the Sherwood complex into the Columbia system.

So all these things will work in concert to improve the consistency of our flow rate and to allow us to increase volumes year-over-year from 2014 to 2015. So let me reiterate a couple of important points to our investors.

And that is Antero Midstream IPO does not impact our 20 year gathering agreement with Antero. Remember, we do have minimum volume commitments on both the gathering as well as capacity agreements on the compressor stations.

Our volumes today are well above those MBCs, we expect them to be well above the MBCs in 2015. But again we don't want investors to be confused about Antero's Midstream IPO and congratulation to them.

So I guess in summary on the Marcellus after a substantial build up period over the past two and half years, I think Crestwood is very well positioned to actually improve investment returns on our large investment over the past two and half years as volumes continue to ramp and our incremental capital will be very small in the coming year. So that's been a real success story for us over the last couple of years.

Another one is in the Marcellus dry gas region up in Pennsylvania. Moving to our northeast storage and transport assets, we continue to be exactly the right place at the right time to benefit both from high demand for storage from utilities in the northeast as well as high demand for transportation services up primarily from the Marcellus dry gas producers.

During the quarter, we averaged 1.8 Bcf a day on those pipelines which was 7% increase over the same period in 2013. And in fact we set a new peak day record of over 2.1 Bcf a day during the third quarter.

So tremendous amount of demand from producers for our pipeline, which are intermediate gatherers to the larger transmission systems. Leveraging also that our 200 million a day expansion project of north south pipeline system will be completed in late fourth quarter early 2015.

And we've got long -term fixed fee contract supporting that project. So that will be a great return on investment as well.

As we previously announced, we are also in the process of expanding our Access 2 and connectivity to Marcellus producer owned gathering systems. We currently have access to 2.5 Bcf a day on our pipeline.

We are expanding that by another 750 million to 800 million a day. In 2015, we will have access to 3.3 Bcf a day in Marcellus dry gas production.

And we think we will become the intermediate gatherer of choice in 2015. So the combination of expanding the north south delivery capability to Tennessee and Millennium, expanding the Marc 1 pipeline system to access additional dry gas Marcellus supply pre age, we think a bottle link to moving producer gas out of northeast Pennsylvania into the major downstream pipeline that lead to Mid Atlantic and New England.

Importantly, in the quarter we announced a new Marc 2 project. This proposed Marc 2 pipeline will be an approximately 30 mile, 1 Bcf a day system, which will extend from the north south in Marc 1 systems to the proposed PennEast and Transco Atlantic Sunrise projects.

This project is important for a couple of reasons. One, we think the project will help tighten those gas differentials and result in stronger net back prices for our Marcellus dry gas producers that they are -- two, it is a very important strategic expansion of our system.

We are currently tied to Tennessee Transco and Millennium through this expansion. We will add to that PennEast project and the Transco Atlantic Sunrise, and we also have plans ultimately if the project gets build to tie into the constitution system as well.

So we think that we are providing an intermediate link between producers and six grade downstream transmission systems which will provide these producers with direct access to growing markets in New England in the New York City area and at Mid Atlantic state. So we are very, very pleased with our position there.

Should know the results of that finding open season within the next month or two. In the area we had very good success in re-contracting our northeast storage capacity.

During the quarter, we had about 14 Bcf of contracts renewing in 2015, during the quarter we renewed and extended about half of that about 7 Bcf a day and we are on track to re-contract the remaining capacity during the fourth quarter of this year. And the margins that we are re-contracting for are very solid.

So we are pleased with our storage business as well. Let me turn to the Barnett Shale very quickly.

I know this is been an area that we've all continue to monitor. I couldn't be more pleased with Quicksilver result during the third quarter as they continue to keep volumes flat across their Barnett position in Toto.

Quicksilver is continuing to operate a drilling rig and work over rig in the alliance dry gas area. They've recently completed and this all public information, Texas Motor Speedway pad well which are some of the best wells that they have ever drilled up there, and are expected to generate returns of 30% to 35% even at current gas prices.

And they continue to have good success with their work over program as well particularly in the rich gas area down around Cowtown where they are spending as little as $30,000 a well and improving production by 500 Mcf a day. So that's a good return on their investment as well.

We expect KWK to move the drilling rig down to the rich gas area in 2015 to take advantage of that incentive right that we negotiated with them earlier in the year. And we think that will result in growth in volumes on the rich gas area as well.

As we mentioned on our October 13th operational update, we continue to work with Quicksilver and closely monitor their credit situation. Quicksilver is current on their payment due to Crestwood to date.

They have been very good to work with there. As a reminder, Quicksilver fail to ENI of 27.5% interest in the alliance area in 2009 and they are follow up sale to Tokyo gas of 25% interest across all of Cowtown in alliance areas has dramatically reduced our net credit exposure to Quicksilver.

We calculate currently, our net monthly revenue exposure to Quicksilver's net interest is down to approximately $6 million a month. Importantly should Quicksilver pursue any additional financial restructuring we think that Crestwood is well positioned for that, would likely be then a critical vendor and our gathering and processing agreements will likely remain in place.

So we feel very comfortable with our credit position there. Before I wrap up, let me just touch on CEQP and the good job that our NGL supply and logistics team is doing up there with those -- they continue to develop new markets for propane, butane and other LPG products.

They have been very resourceful in moving product from the Marcellus and Utica which is where we procure a large part of our NGL supply for this coast and we've been very, very resourceful in providing excellent customer service to continue to grow this business. Following a second quarter a seasonal performance which is generally a trough quarter for any LPG business.

The supply and logistics business delivered improved performance in the third quarter with increased volumes and capturing larger margins. And we expect this activity to increase into the fourth quarter and keep us on track for the full year growth in our CEQP NGL supply and logistics business.

A very important topic to our investors is Tres Palacios. Let me give you a quick update on our business development efforts there.

As we announced in this morning's press release, we continue to make very good progress on a process that we have been running for a couple of months to former joint venture who had transaction that would significantly improve Tres Palacios new term operating performance. And more importantly, better position the facility to capture some of the long-term growth opportunities that we have been negotiating or and with associated with the growing demand for near by LNT projects that will be coming on in the next couple of years.

And the demand for national gas and Mexico import export over the next several years as well as local power generation demand. So we have been negotiating a number of different transactions in those areas.

In the contemplated transaction that we have by forming a joint venture with the third party which certainly enables Tres to better execute on those project opportunities. We will certainly realize that Tres' performance over the last several quarters has been on the minds of CEQP investors.

And while I can't go into specific details of the potential joint venture structure at this time, I can assure you that there our gas team has been working hard to reach the finish line on this process that we've conducted. It is a very important transaction to us.

We selected a party and we are in exclusive negotiations with them. So we are making good progress on expansion opportunities there to connect Tres to power generation facilities that we will be expanding and further advancing our discussion with the development of NGL and open storage opportunities as well as, as I said the LNG expansion and the Mexico exports.

I am confident that the long-term outlook for Tres will be very strong, and confident that the transactions that we are working on today will help immediately bridge the performance gap and put us in a better position for long-term value creation. So hopefully more to announce fairly soon.

On the FERC front, FERC have been in the front, we still have not heard anything from FERC, and we haven't reached their calendar yet. We are confident -- we remain confident that merits of our applications, but we are just going have to be patient and give this new FERC staff and FERC commission to schedule our application for review and consideration.

No reasons to believe that they won't do that before the year is out. In closing, let me just touch on the equity markets.

Of course they have been very choppy off late. It is clearly having adverse impact on the entire MLP sector.

I think that CMLP and CEQP have been disproportionately hit by the volatility. I think that's not recognizing the fundamental strengths of our assets in the quarter-over-quarter growth and performance that we've been delivering now for the past four years since the merger.

I want to close with my assurance to our investors that we are achieving our stated objectives that we laid out back in October of last year with the merger with Energy. We are achieving our 2014 plan objective with sequential growth; we are completing our projects on time and on budget.

And you are beginning to see the realization of growing cash flow and flowing distributable cash flow ultimately leading to the increase to our targeted coverage ratio of 1.05x. I think that plus announcing a strategic transaction at Tres Palacios and clearly mitigating any potential risk we have to Quicksilver finally completing our 2014 capital projects, will go a long way towards rebuilding confidence in the Crestwood stocks, the Crestwood management team and the Crestwood long-term growth strategy.

So that's a lot to cover in a short period of time. But it was a great quarter for us, strategically important quarter in terms of performance and execution.

And so with that please to turn it over to Mike Campbell to review the details of the quarter. Mike?

Thanks Bob. Consistent with our normal practice, this morning we distributed two separate press releases.

One for Crestwood Midstream Partners or CMLP and a separate release for Crestwood Equity Partners or CEQP. This morning, I will first discuss the results from operations for CMLP and then I'll turn and cover the results for CEQP.

As Bob mentioned we are very pleased again to report strong sequential quarterly growth for CMLP this morning. For the third quarter of 2014, we reported adjusted EBITDA of $116.2 million, representing a 6% increase over the second quarter of 2014, and 36% higher than the third quarter of 2013.

Our third quarter results continue to reflect volume growth in each of our reporting segments and the corresponding increases in quarter-over-quarter adjusted EBITDA results. In the gathering and processing segment, gathering volumes averaged 1.26 billion cubic feet a day and compression volumes averaged 590 million cubic feet a day, both again as Bob point out were record levels.

EBITDA in the gathering and processing segment totaled $50.3 million in the third quarter compared to $43.2 million in the third quarter of last year. The higher results in 2014 were primarily due to the increased Marcellus gathering volume which were up 52% over last year to 645 million cubic feet a day, and increased compression volumes in the Marcellus, which were up 111% over last year to 590 million cubic feet a day.

In the northeast storage and transportation segment, volumes averaged 1.8 billion cubic feet a day with capacity on our assets remaining fully contracted under long-term fixed fee contract structures. The storage and transportation segment EBITDA for the quarter totaled $35.7 million, a 7% increase over last year and as we discussed earlier, we have a 200 million cubic feet a day of additional pipeline capacity coming online in the north south pipeline in the first quarter of 2015, a majority of which is already been contracted out in long-term fixed fee contracts.

In our crude and NGL business segment, crude volumes totaled 227,000 barrels a day which were up 12% over the second quarter of this year. Our Arrow assets continue to show substantial growth during the quarter with crude oil volumes increasing 17% to 65,000 barrels a day, natural gas volumes increasing 38% to 40 million cubic feet a day and water gathering increasing 6% to 20,000 barrels a day.

All of these percentage increases are compared to the second quarter of 2014 since we only on the Arrow assets since November of last year. Moving to our COLT Hub.

Rail loadings also continue to increase with third quarter average volumes of 117,000 barrels a day, up 48% over the third quarter of 2013. It is important to know here again that COLT is contracted for approximately 149,000 barrels a day, so to the extent of volumes do not catch up in future quarters with the additional R&D track installation.

We will recognize deficiency payments for any short fall. In the third quarter of this year, we received $2.3 million of distributable cash flow for past volume deficiencies.

The NGL and crude services segment EBITDA reported for this quarter was $36.7 million compared to $15.1 million last year. The third quarter of 2014 included a $90 million contribution related to the operations at Arrow, and an increase of approximately $6.9 million attributable to higher volumes at the COLT Hub.

Segment EBITDA for the third quarter of 2014 included approximately $3.7 million on cost related to the produced water releases that we experienced in the first half of this quarter. We expect to file an insurance claim and those costs will be covered, we have therefore excluded them in the reconciliation of adjusted EBITDA in the news release issued this morning.

As Bob discussed earlier, again we could not be more pleased with the performance of Arrow assets as they are now performing in line with our original acquisition multiples that we forecast when we acquired the assets last year. Moving on to the corporate area.

The corporate area includes general and administrative expenses not allocated to our operating segment. Expenses totaled $13.9 million in the third quarter compared with $7.1 million last year after adjusting for transaction related expenses and non cash equity compensation.

Excluding these costs, recurrent G&A was approximately $7 million higher than last year primarily due to the larger scale of our operations at CMLP, that includes the acquisition of Arrow, the two trucking operations that we acquired up in the Bakken and the substantial growth in our Marcellus in the Powder River Basin Niobrara operation. On a sequential quarter-over-quarter basis, G&A cost in the third quarter were in line with the prior two quarters of this year.

Turning now to distributable cash flow for CMLP. The third quarter of 2014, DCF totaled $88.7 million, representing a 38% increase from the prior year quarter and DCF covered ratios we talked about today improved to 1.05x.

On November 14, CMLP will pay $0.41 per unit quarterly cash distribution to unit holders of record on November 7. We are pleased with continued improvement in our coverage and as a result of the realization of cash earnings from the substantial capital that we've deployed in the last 15 months, as Bob mentioned that growth should lead to a resumption of distribution growth as early as the fourth quarter of this year.

Now moving on to CEQP. And as a reminder, in all of our SEC reporting, CEQP consolidates CMLP results.

This morning we reported consolidated adjusted EBITDA of $128.9 million for the third quarter of 2014, representing a 29% increase over the $99.9 million of adjusted EBITDA reported in the third quarter of 2013. Subtracting the $116.2 million of adjusted EBITDA reported separately by CMLP this morning for the quarter, we arrived at adjusted EBITDA of $12.7 million attributable to the standalone operation of CEQP which includes our NGL supply logistics operations and a Tres Palacios storage business.

Adjusted EBITDA on a comparable basis for the standalone operation at CEQP last year was $14.6 million. CEQP's adjusted EBITDA in the third quarter included $17.2 million contribution from the NGL supply logistics business, a $2.5 million loss from the Tres Palacios storage business and $2 million of corporate expenses excluding transaction cost and non cash equity compensation.

The $1.9 million decrease in CEQP's adjusted EBITDA versus the third quarter of last year was primarily due to the lower performance at the Tres Palacios business as a result of the expiration of storage contracts in early 2014. That was partially offset by higher margins in our NGL supply logistics business on propane and butane volumes that we marketed as well as lower corporate G&A costs.

Now turning to the distributable cash flow for CEQP. DCF attributable to the CEQP totaled $17.9 million for the quarter, a 10% increase over the third quarter of last year.

The increase was primarily attributable to increased distribution payments that we receive from CMLP as a result of their higher distribution rate in 2014. On November 14, CEQP will pay a $0.1375 per unit cash distribution to unit holders of record on November 7.

Before we turn the call back to Bob and open the call up for questions, I want to touch briefly on our capital spending, the balance sheet and our liquidity. For the first nine months of 2014, consolidated growth capital spending and joint venture contribution totaled $305 million and we continue to estimate that total growth capital spending this year will be between $400 million and $425 million for the full year.

Substantially all of that growth capital expected to be spent at CMLP. As of September 30, CMLP had about $435 million drawn on our $1 billion revolving credit facility and our debt to adjusted EBITDA ratio as defined in the credit facility was just under 4.5x.

As we noted in the news release this morning, CMLP issued CMLP issued an additional $75 million of Class A preferred units under our $500 million preferred equity commitment that we secured back in June of 2014. As of September 30, Crestwood had about $125 million remaining on this equity commitment under this agreement to fund growth capital for the remainder of 2014 and into 2015.

Additionally, we have an effective registration statement for the sale of up to $300 million of common unit under our ATM equity offering program and we have not utilized that program and do not anticipate drawing on it for the remainder of 2014. At CEQP, as of 9/30 we had approximately $460 million drawn on our revolving credit facility.

And it's important to note that during the third quarter of 2014, CEQP amended the revolving credit facility, expanding our capacity to $625 million and increased the allowable leverage ratio as defined in the credit facility to up to 5.5x debt to EBITDA through the end of the year and stepping down to 475 at September 30, 2015. That provides us incremental capacity and flexibility at CEQP.

And today CEQP's debt to adjusted EBITDA ratio as defined in the facility was about 4.7x and is expected consistent with the seasonal usage of our working capital and our NGL supply logistics business is expected to decline as working capital is reduced through the winter heating season. So with that, Bob, I am going to turn it back to you for some closing remarks.

Thanks Mike. And I just want to touch one point for investors before we go to Q&A.

And that's the issue of 2015 guidance. You recall that we issued guidance before the end of the year last year.

That was largely a result of the fact that we close the merger in October and close the Arrow acquisition in November. And investors were anxious to see what the impact of Arrow would have on our 2014 plan.

So we accelerated the process and announced guidance early last year and roughly December. This year we are going to get back on track with kind of our normal January guidance issuance.

That's important for us because our annual budget is largely depended upon receiving producer drilling plans for the forward 12 months. And we are still on the process of getting that information and discussing it with our producers and discussing capital projects and systematic expansion and equipment and plant expansions, so that we can develop our operating and capital plan for the next year as well.

So I think you should expect to see 2015 guidance from us some time after the first through the year, but more importantly after our producers have had an opportunity to fully back their capital programs for the year and have announced those publicly, I think it is always challenge for a midstream company to wind up announcing effectively expectations for producer customers in advance of their own announcement. So we will give them the time over the next month or so to get their information fully bedded internally and get it out before we collectively announce what our plans are for the year.

But we are well along the way on our budgeting process. We've completed our internal budging process, I'll be besting with our Board in the next couple of weeks on that.

And simply just waiting on finalization of producer plans and some of the key areas. For us, I can tell you that it looks a very optimistic at this point in time, notwithstanding the recent reduction in crude oil prices as we said we feel that we are largely insulated from that drop across all of our assets.

So with that, Mark, I think we are ready to open the line for questions.

Hi, good morning, everyone. Questions on the Tres restructuring or potential restructuring just kind of wondering, and I think Bob you threw a lot of things there in terms of potential outcomes.

Is that -- how much of that is envisioning I guess as it is currently contemplated converting our facility to some other usage, but you also mentioned potentially contracts with LNG export projects, I am just kind of wondering how much here is contemplated to stay in gas versus coming to other services? And as a follow on to that, you kind of had the language there in terms of the drop down to CMLP; I am just kind of wondering the parameters that you need before dropping it down to CMLP?

Okay, Gabe, so we have been in ongoing discussions with the major LNG export facilities and their customers and their customers' suppliers. And their customers' pipeline system to potentially provide storage indoor transportation support for the LNG facility shippers that are in the process as you know of arranging their long-term supply sources and their transportation and storage agreement upstream of the actual LNG export facility.

We've made a lot of progress with a number of different potential customers on the LNG export side. We don't have anything to announce at this point in time.

But that is in the category of long-term opportunities. And certainly would not improve the near term performance of Tres.

We also have been actively engaged in negotiations with potential parties that might want to convert some but not all of the existing cavern capacity that we have contractual access to, to natural gas liquids or olefins service. As you know, there are billions of dollars of new petrochemical facilities that are being constructed along the Gulf Coast and those new petrochemical facilities as well as expansion of existing petchem facilities are likewise looking for infrastructure to manage feed stock as well as product availability.

And so we have been actively involved in a number of negotiations there. Again, it falls into the same category that while a great long-term upside potential for Tres wouldn't impact near-term service.

Third area is power generation expansion along the Gulf Coast, with all of these new facilities, there is the need for additional power generation, and gas fired is the preferred method there. We have power generation facilities in the proximate area of Tres and we have been in active negotiations with those to provide comparable transportation and or storage services to support expansion of existing facilities or construction of new facilities.

Again, while that one is a long-term upside opportunity for us, those particular negotiations would potentially have a more near-term impact on our business operations at Tres than the others. The most important thing that we have been working on to impact near-term performance is a process that we've been running, which we have been very public about over the last couple of months.

And through that process we have identified and have had discussion with number of different, potential interested parties in owning some or all of Tres Palacios shares. As we have also said publicly, we like the long-term opportunity surrounding Tres.

We need to improve the short-term performance and so we have, as I just said, identified a particular party through that process and we have been in an exclusive discussion with that party that could result in a transaction that would enable a potential drop down of some interest in Tres into CMLP. And if you recall, Gabe, that was the original plan the Energy guys before the merger in October 13.

And that was to drop down both Tres Palacios as well as the NGL supply and logistics business out of CEQP into CMLP. And we inherited that plan and we committed to continuing to work on that plan to create CEQP as a pure play GPRDI stock.

What complicated that was the significant short-term decrease in performance of Tres Palacios. And so we've spent the last several quarters working on plans to try to improve that short-term performance so that we could do a better job of dropping it down into CMLP, and we feel like that through this process of identifying and negotiating with potential partners in a transaction like that, partners that we bring additional, strategic opportunities, additional financial capital to exercise on some of those other long-term opportunities that we talked about, that we would through that process beginning closer to a potential dropdown.

No guarantees, all of that of course is subject to ultimately the negotiation and finalization of plans with a third party as well as the approval of both the Board -- the Board of CEQP and CMLP and most importantly the special conflicts committees of both those boards which are comprised entirely of independent director. So we are making good progress there.

We clearly don't have anything other than background color to announce at this point in time, but we are confident that before the year is out, we will have transaction to announce there.

Thanks Bob. And I guess as a follow up to that, is it still important to you to follow that process at the FERC to reduce the capacity at Tres, given that ongoing negotiations, do you think you could pull that process?

We don't plan to pull it because we believe strongly in our application and the rationale that's support our application. The process we are conducting is not depended upon the outcome of the FERC application and we have a lot of flexibility around that related to the ultimate FERC outcome.

But at this point in time we have no plans to pull that filing and want to continue to pursue that. We believe we are on the right side of the issue on that FERC application.

Got it. And then last question, maybe just kind of open ended, the distribution increase in 4Q, can you talk about sort of what markers you would need to see in order to basically increase that distribution in 4Q and I guess how much also I guess current unit prices if at all factor into your decision given that you don't seemed to getting much credit for your existing distribution level on any potential increases.

Well, thanks for saying that. You saved me from having to say that.

I certainly agree that the markets not giving us a whole lot of credit for our performance right now. From a distribution growth guidance standpoint, I think we mentioned several times that the increase could happen as early as the fourth quarter.

That's owing to the fact that we have increasing confidence about the underlying growth of our assets and the fundamentals that support those assets. As we've said many times we are just in the fourth quarter after the merger.

So it is taking a while to integrate all these and to get on track to execute project. And have some confidence that the volumes are flowing and the cash flow is coming from those investments.

So we have had four quarters to assess that, our confidence is hot with the fourth quarter. I guess what I would say relative to the increasing distributions in the fourth quarter.

We are right in the middle of working through our full 2015 financial plan. As I said with -- we are looking for updates from our key customers and we are largely completing our internal operations and commercial team review.

So we want to have a very, very good idea to what 2015 looks like. We are certainly going to continue to factor in all of our considerations including coverage ratio targets, near-term capital requirements, capital project I mean and then the corresponding cash flow of growth.

I guess I would say it this way, there has been a significant amount of market volatility and I don't think that the market would have given us a whole lot of credit for that if we would have increased in the third quarter. We have a couple of really important fourth quarter projects, the Bucking Horse plant at Powder River Basin Niobrara and R&D tracks that we are building at the COLT Hub.

And so we want to see those projects completed on time on budget. And we just felt that it was prudent to continue to build further coverage ratio for an additional quarter until we can really solidify the visibility and completing the timing on those projects.

And their ultimate contribution. So I remain very confident about our fourth quarter restart on the distribution increases, and I think the map which support that -- but again we fought hard and took a lot of pain over the last three or four quarters to get our coverage ratio back up to this kind of self imposed 1.05x despite the fact that we were spending $1.5 billion over a very short period of time to give our investors long-term growth visibility.

So I think it can happen in the fourth quarter but it's going to be a series of events that occur over the next several months that will give us the ultimate confidence to go ahead and restart distribution increases again.

Hi, thanks, good morning. Just two quick questions for me.

One and maybe this comes with the guidance but you have like a ballpark for what you think 2015 growth CapEx will be?

I am going to let Robert Halpin answer that. He is managing the 2015 budget process right now.

I think directionally I can tell you, Michael, it is going to be well less than what we spent this year. We are in the tail end of lot of the projects that we had on our plate for 2014.

And as I said we only have two major projects left. So, Robert, you want to give some color around that.

Sure, thanks, Bob. Michael, what I would characterize as you know a significant component of determining our exact capital expectation for 2015 will come with the finalization of our -- and discussion with our producers over the coming month or two.

But I think your comment is correct. We will have a lot more visibility and color we can provide in a January timeframe.

But I think Bob's general comments around just trajectory in 2015 relative to what we spent this year is accurate. And that is that we think 2015 will be a significant year of filling a lot of the capacity and expansions that we've completed over the course of this year that drives significant growth in EBITDA and reduction in leverage.

I mean then as we are successful in some of the ongoing commercial development in Marc 2 and others. We will add incremental projects throughout the back half of the year.

But from a trajectory perspective, I think Bob's comment is correct. And that is that we would expect to be not insignificantly lower than what we spent in 2014.

We will have a lot more color for that in the January timeframe.

Okay and then just second question was on the Marc 2 project. Can you just give us a sense for what do you think about in terms of potential capital deployed and return and then the timing of when we would know whether that's a go or no go?

Heath?

Yes, I will take that one. As far as the potential capital, we discussed back up and to start with we had a very successful non binding open season.

We have currently -- we have a base case design of about DCF a day roughly 30 miles of pipe and compression to do that and so order of magnitude we are going to -- probably in the mid 200 range in terms of CapEx. We are still in negotiations with our producers in terms of trying to convert non bonding in cases of interest, and keep commitment.

We think over the next couple of months there in the process of re-determining what their production growth is going to look like in the 2017-2018 timeframe. So as they are working on kind of solidifying their plans and their needs for additional FT, we are working with them to try to advance proceed and agreement for the project itself.

So I think from a timeline standpoint, we do anticipate kicking off an open season here probably in the next couple of weeks. And we will expect hopefully no later than end of the quarter to at least have something to talk about in terms of the expansion.

I will say we are as I mentioned targeting up to DCF a day but I will point that the project is still very economic even down to as much of the half of these DCF a day. So we will kind of know where we fall out here I think over the next couple of months.

Okay, thanks operator. And thanks to everybody that joined us for the call this morning.

If you have any specific questions, please call Mike Campbell our Robert Halpin or Mark Stockard and they can give you additional color on the third quarter. We are very proud of what we've accomplished in the quarter and looking forward to closing the year out with a really big fourth quarter and a good push into the winter time.

So thanks again everybody. And this will conclude the call.

Thanks.