our ability to complete and integrate acquisitions, including integrating the acquisitions discussed in Note 43 – Acquisitions ~~and Dispositions~~;

~~our ability to consummate the merger transaction with TEP pursuant to the Merger Agreement discussed in Note 1 –~~ ~~Description of Business~~;

the demand for ~~TEP's~~our services, including natural gas transportation and storage; crude oil ~~transportation,~~transportation; and natural gas gathering and processing, crude oil storage and terminalling ~~services; natural gas transportation, storage, gathering and processing services;~~services, and water business ~~services, as well as TEP's~~services;

our ability to successfully contract or re-contract with ~~its~~our customers;

large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

our ability to successfully implement our business plan;

changes in general economic conditions;

competitive conditions in our industry;

the effects of existing and future laws and governmental regulations;

actions taken by governmental regulators of our assets, including the FERC;

actions taken by third-party operators, processors and transporters;

our ability to complete internal growth projects on time and on budget;

the price and availability of debt and equity financing;

the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, natural gas liquids, and other hydrocarbons;

the availability and price of natural gas and crude oil, and fuels derived from both, to the consumer compared to the price of alternative and competing fuels;

competition from the same and alternative energy sources;

energy efficiency and technology trends;

operating hazards and other risks incidental to transporting, storing, and terminalling crude oil; transporting, storing, gathering and processing natural gas; and transporting, gathering and disposing of water produced in connection with hydrocarbon exploration and production activities;

environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

natural disasters, weather-related delays, casualty losses and other matters beyond our control;

interest rates;

labor relations;

changes in tax laws, regulations and status;

the effects of existing and future litigation; and

certain factors discussed elsewhere in this Quarterly Report.

Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to the securities laws.

Overview

~~TEGP~~TGE is a limited partnership that owns, operates, acquires and develops midstream energy assets in North America and has elected to be treated as a corporation for U.S. federal income tax purposes. ~~We were formed as part of a reorganization involving entities that were previously controlled by Tallgrass Equity to effect the TEGP IPO, which was completed on May 12, 2015.~~

Our ~~sole cash-generating asset is an approximate 31.43% controlling membership interest in Tallgrass Equity. Tallgrass Equity's sole cash-generating~~operations are conducted through, and our operating assets ~~consist of the~~are owned by, our direct and indirect ~~partnership interests~~subsidiaries, including Tallgrass Equity in ~~TEP and its~~which we directly own an approximate 63.70% membership interest ~~in Rockies Express as described below:~~

100% of the outstanding membership interests in TEP GP, which owns all the general partner interest in TEP as well as all the TEP IDRs. The general partner interest in TEP is represented by 834,391 general partner units, representing an approximate 1.13% general partner interest in TEP at May 3, 2018.

25,619,218 TEP common units, representing an approximate 34.60% limited partner interest in TEP at May 3, 2018, inclusive of the additional 5,619,218 TEP common units acquired from Tallgrass Development as of ~~February~~May 7, ~~2018 as described below.~~

As of February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, a wholly-owned subsidiary of Tallgrass Equity, and as a result of the merger, Tallgrass Equity acquired a 25.01% membership in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development.

~~TEP is a publicly traded, growth-oriented limited partnership formed in 2013 to own, operate, acquire and develop midstream energy assets in North America. TEP's operations~~2019. We are located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford, Bakken, Marcellus, and Utica shale formations.

TEP intends to continue to utilize the significant experience of its management team to execute its growth strategy of acquiring midstream assets, increasing utilization of its existing assets and expanding its systems through construction of additional assets.

Our reportable business segments are:

Natural Gas Transportation—the ownership and operation of FERC-regulated interstate natural gas pipelines and an integrated natural gas storage ~~facilities;~~facility;

Crude Oil Transportation—the ownership and operation of a FERC-regulated crude oil pipeline ~~system;~~systems; and

Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil storage and terminalling facilities; the provision of water business services primarily to the oil and gas exploration and production industry; the transportation of NGLs; and the marketing of crude oil and NGLs.

~~Financial Presentation~~

TEGP has no operations outside of its indirect ownership interests in Rockies Express and TEP. TEGP is the managing member of and therefore controls Tallgrass Equity. Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of TEP GP, TEP's general partner. As a result, under GAAP, TEGP consolidates Tallgrass Equity, TEP GP, TEP, and TEP's subsidiaries. As such, TEGP's results of operations will not differ materially from the results of operations of TEP. The most noteworthy reconciling items between TEGP's condensed consolidated financial statements and TEP's condensed consolidated financial statements primarily relate to (i) the inclusion of Tallgrass Equity's 25.01% membership interest in Rockies Express (ii) the inclusion of the Tallgrass Equity revolving credit facility, (iii) the impact of TEGP's election to be treated as a corporation for U.S. federal income tax purposes and (iv) the presentation of noncontrolling interests in Tallgrass Equity and TEP. The interests in Tallgrass Equity and TEP that are not directly or indirectly owned by TEGP will be reflected as being attributable to noncontrolling interests in TEGP's condensed consolidated financial statements.

Recent Developments

~~TEGP Distribution~~TGE Dividend Announced

On ~~March 26, 2018,~~April 11, 2019, the ~~board~~Board of ~~directors~~Directors of our general partner declared a cash ~~distribution~~dividend for the quarter ended March 31, ~~2018~~2019 of ~~$0.4875~~$0.5300 per Class A share. The distribution will be paid on May 15, ~~2018,~~2019, to Class A shareholders of record on April 30, ~~2018.~~2019.

~~TEP Distribution Announced~~Rockies Express Senior Notes Offering

On March 26, 2018, the board of directors of TEP's general partner declared a cash distribution for the quarter ended March 31, 2018 of $0.9750 per common unit. The distribution will be paid on May 15, 2018, to TEP unitholders of record on April ~~30, 2018.~~

~~Pawnee Terminal~~

~~On January 2, 2018, Terminals~~12, 2019, Rockies Express and U.S. Bank, National Association, as trustee, entered into an agreement to acquire a 51% membership interest in the Pawnee Terminal from Zenith Energy Terminals Holdings, LLC for cash consideration of approximately $31 million. The transaction closed on April 1, 2018.

~~TEGP Merger Agreement~~

~~On March 26, 2018, we announced the execution of the Merger Agreement~~Indenture pursuant to which ~~we will acquire the approximately 47.6~~Rockies Express issued $550 million ~~TEP common units held by the public~~ in ~~a share-for-unit merger transaction that is taxable to TEP unitholders for U.S. federal income tax purposes at a ratio~~aggregate principal amount of ~~2.0 Class A shares for each outstanding TEP common unit. As a result~~4.95% senior notes due 2029. Substantially all of the ~~proposed transaction, TEP's incentive distribution rights will be cancelled, its common units will no longer be publicly traded, and 100% of its equity interests will be owned~~net proceeds received by ~~Tallgrass Equity and its subsidiaries. Upon closing of~~Rockies Express from the ~~merger transaction, we will change our name~~senior notes offering were used to Tallgrass Energy, LP ("Tallgrass Energy") and will trade on the New York Stock Exchange under the ticker symbol "TGE." Tallgrass Energy will continue to be taxed as a corporation for U.S. federal income tax purposes.

The Merger Agreement has been unanimously approved by the board of directors of our general partner, the conflicts committee of the board of directors of TEP's GP, and the board of directors of TEP GP. Subject to customary approvals and conditions, including the approval by holders of a majority of the outstanding TEP common units, the merger is expected to close by the end of the second quarter of 2018.repay Rockies Express' $525 million term loan facility.

~~In connection with the proposed transaction, we filed with the SEC~~Acquisition of Central Environmental Services

On April 24, 2019, BNN Eastern, LLC ("BNN Eastern"), an indirect subsidiary of TGE, entered into a ~~registration statement on Form S-4 that included a preliminary proxy statement/prospectus for the TEP unitholders. The registration statement has not yet been declared effective. The description~~Stock Purchase Agreement to acquire all of the proposed transaction above is not a substitute for the proxy statement/prospectus or registration statement or for any other document that TEGP or TEP may file with the SEC and send to TEGP’s and/or TEP’s shareholders or unitholders in connection with the proposed transaction. Investors and security holdersoutstanding stock of TEGP and TEP are urged to read the proxy statement/prospectus and other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copiesCES Holding Company, Inc., which owns all of the ~~proxy statement/prospectus~~issued and ~~other documents filed with the SEC by TEGP~~outstanding membership interests of K & H Partners LLC (a company doing business as Central Environmental Services, or TEP through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by TEGP and TEP will be available free of charge on TEGP’s and TEP’s website at www.tallgrassenergylp.com,CES). CES owns a salt water disposal facility located in the ~~"Investor Relations" tab near~~Utica and Marcellus area of Ohio. On May 1, 2019, the ~~top~~acquisition closed for total purchase consideration of approximately $52 million paid at closing, and a seller in the ~~page.~~transaction received a 7.65% membership interest in BNN Eastern. In addition to the consideration paid at closing, the transaction includes a potential earn out payment to the sellers of approximately $3 million, which is payable in cash or in additional membership interests in BNN Eastern.

How We Evaluate Our Operations

We evaluate our results using, among other measures, ~~cash distributions received from Tallgrass Equity,~~ contract profile and volumes, ~~at TEP and Rockies Express, and~~ operating costs and expenses, ~~of TEGP~~Adjusted EBITDA and ~~its consolidated subsidiaries.~~

Cash ~~Distributions Received from Tallgrass Equity~~

~~Our cash flow is currently generated solely by distributions received from Tallgrass Equity. Tallgrass Equity currently receives all its cash flows from distributions on its direct~~Available for Dividends. Adjusted EBITDA and ~~indirect interests in TEP~~Cash Available for Dividends are non-GAAP measures and ~~Rockies Express. Tallgrass Equity is therefore entirely dependent upon the ability of TEP and Rockies Express to make cash distributions to its partners.~~are defined below.

Contract Profile and Volumes

Our results are driven primarily by the volume of natural gas transportation and storage capacity, crude oil transportation, storage, and terminalling capacity, NGL transportation capacity, and water transportation, gathering, recycling and disposal capacity under firm fee contracts, as well as the volume of natural gas that we gather and process and the fees assessed for such services.

Operating Costs and Expenses

The primary components of operating costs and expenses that we evaluate include cost of sales, cost of transportation services, operations and maintenance and general and administrative costs. Operating expenses are driven primarily by expenses related to the operation, maintenance and growth of our asset base.

Adjusted EBITDA and Cash Available for Dividends

Adjusted EBITDA and Cash Available for Dividends are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

our operating performance as compared to other publicly traded midstream infrastructure companies, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;

the ability of our assets to generate sufficient cash flow to make dividends to our shareholders;

our ability to incur and service debt and fund capital expenditures; and

the viability of acquisitions and other capital expenditure projects and the returns on investment of various expansion and growth opportunities.

We believe that the presentation of Adjusted EBITDA and Cash Available for Dividends provides useful information to investors in assessing our financial condition and results of operations. Adjusted EBITDA and Cash Available for Dividends should not be considered alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP, nor should Adjusted EBITDA and Cash Available for Dividends be considered alternatives to available cash or other definitions in our partnership agreement. Adjusted EBITDA and Cash Available for Dividends have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because Adjusted EBITDA and Cash Available for Dividends may be defined differently by other companies in our industry, our definition of Adjusted EBITDA and Cash Available for Dividends may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Non-GAAP Financial Measures

We generally define Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments and deficiency payments received from or utilized by our customers. We also use Cash Available for Dividends, which we generally define as Adjusted EBITDA, less cash interest costs, maintenance capital expenditures, and certain cash reserves permitted by our governing documents. Adjusted EBITDA and Cash Available for Dividends are both calculated and presented at the Tallgrass Equity level, before consideration of noncontrolling interest associated with the Exchange Right Holders or calculating distributions from Tallgrass Equity to us, on one hand, and to the Exchange Right Holders, on the other. We believe calculating these measures at Tallgrass Equity provides investors the most complete and comparable picture of our overall financial and operational results and provides a consistent metric for period over period comparisons that is not impacted by any future exercises by the Exchange Right Holders of the Exchange Right, which does not have a dilutive effect on TGE's net income per share.

Maintenance capital expenditures are cash expenditures incurred (including expenditures for the construction or development of new capital assets) that we expect to maintain our long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance and safety improvements, and are presented net of noncontrolling interest and reimbursements. We collect deficiency payments for volumes committed by our customers to be transported in a month but not physically received for transport or delivered to the customers' agreed upon destination point. These deficiency payments are recorded as a deferred liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote.

Adjusted EBITDA and Cash Available for Dividends are not presentations made in accordance with GAAP. The following table presents a reconciliation of Adjusted EBITDA to Net income attributable to TGE and net cash provided by operating activities and a reconciliation of Cash Available for Dividends to net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated:



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Reconciliation of Tallgrass Equity Adjusted EBITDA to Net income attributable to TGE
Net income attributable to TGE	$	50,587		$	16,735
Add:
Interest expense, net ⁽¹⁾	39,710			10,786
Depreciation and amortization expense ⁽¹⁾	30,728			8,496
Distributions from unconsolidated investments ⁽¹⁾	115,098			43,491
Deficiency payments, net ⁽¹⁾	12,144			3,780
Non-cash compensation expense ⁽¹⁾⁽²⁾	17,120			962
Non-cash loss (gain) related to derivative instruments ⁽¹⁾	1,252			(872		)
Deferred income tax expense	17,066			6,692
Net income attributable to Exchange Right Holders	50,542			48,965
Less:
Equity in earnings of unconsolidated investments ⁽¹⁾	(88,522		)	(32,413		)
Gain on disposal of assets ⁽¹⁾	—			(3,212		)
Tallgrass Equity Adjusted EBITDA	$	245,725		$	103,410
Reconciliation of Tallgrass Equity Adjusted EBITDA and Cash Available for Dividends to Net Cash Provided by Operating Activities
Net cash provided by operating activities	$	143,748		$	151,600
Add:
Interest expense, net ⁽¹⁾	39,710			10,786
Other, including changes in operating working capital ⁽¹⁾	62,267			(58,976		)
Tallgrass Equity Adjusted EBITDA	$	245,725		$	103,410
Less:
Cash interest cost ⁽¹⁾	(38,139		)	(10,282		)
Maintenance capital expenditures, net ⁽¹⁾	(6,988		)	(1,026		)
Tallgrass Equity Cash Available for Dividends	$	200,598		$	92,102


⁽¹⁾	Net of noncontrolling interest associated with less than wholly-owned subsidiaries of Tallgrass Equity.


⁽²⁾	Represents TGE's portion of non-cash compensation expense related to Equity Participation Shares and TEP's Equity Participation Units, excluding amounts allocated to TD prior to the merger of TD into Tallgrass Development Holdings, LLC, a wholly-owned subsidiary of Tallgrass Equity, on February 7, 2018.

The following table presents a reconciliation of Adjusted EBITDA by segment to segment operating income, the most directly comparable GAAP financial measure, for each of the periods indicated:



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Natural Gas Transportation Segment ⁽¹⁾
Operating income	$	19,936		$	19,384
Add:
Depreciation and amortization expense ⁽²⁾	4,948			1,571
Distributions from unconsolidated investment ⁽²⁾	113,395			43,491
Other, net ⁽²⁾	589			576
Less:
Adjusted EBITDA attributable to noncontrolling interests	—			5,630
Tallgrass Equity Segment Adjusted EBITDA	$	138,868		$	70,652
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Crude Oil Transportation Segment ⁽¹⁾
Operating income	$	61,437		$	46,527
Add:
Depreciation and amortization expense ⁽²⁾	13,699			4,348
Deficiency payments, net ⁽²⁾	5,605			2,641
Less:
Adjusted EBITDA attributable to noncontrolling interests	—			(18,645		)
Tallgrass Equity Segment Adjusted EBITDA	$	80,741		$	34,871
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Gathering, Processing & Terminalling Segment ⁽¹⁾
Operating income	$	8,609		$	23,305
Add:
Depreciation and amortization expense ⁽²⁾	11,477			2,354
Non-cash loss (gain) related to derivative instruments ⁽²⁾	1,252			(872		)
Distributions from unconsolidated investments ⁽²⁾	1,703			—
Deficiency payments, net ⁽²⁾	6,147			1,014
Other, net ⁽²⁾	(20		)	—
Less:
Gain on disposal of assets ⁽²⁾	—			(3,212		)
Adjusted EBITDA attributable to noncontrolling interests	(1,258		)	(12,433		)
Tallgrass Equity Segment Adjusted EBITDA	$	27,910		$	10,156
Total Tallgrass Equity Segment Adjusted EBITDA	$	247,519		$	115,679
Corporate general and administrative costs	(1,794		)	(12,269		)
Total Tallgrass Equity Adjusted EBITDA	$	245,725		$	103,410


⁽¹⁾	Segment results as presented represent total operating income and Adjusted EBITDA, including intersegment activity, for the Natural Gas Transportation, Crude Oil Transportation, and Gathering, Processing & Terminalling segments. For reconciliations to the consolidated financial data, see Note 16 – Reportable Segments.


⁽²⁾	Net of noncontrolling interest associated with less than wholly-owned subsidiaries of Tallgrass Equity.

Results of Operations

The following provides a summary of our operating metrics for the periods indicated:


	Three Months Ended March 31,		Three Months Ended March 31,
	2018	2017	2019	2018
Natural Gas Transportation Segment:
Gas transportation average firm contracted volumes (MMcf/d)⁽¹⁾	1,842	1,609
TIGT and Trailblazer average firm contracted volumes (MMcf/d)⁽¹⁾			1,914	1,842
Rockies Express average firm contracted volumes (MMcf/d) ⁽²⁾			4,204	4,107
Crude Oil Transportation Segment:
Crude oil transportation average contracted capacity (Bbls/d)	303,580	298,580	308,580	303,580
Crude oil transportation average throughput (Bbls/d)	289,739	261,904	335,749	289,739
Gathering, Processing & Terminalling Segment:
Natural gas processing inlet volumes (MMcf/d)	117	103	109	117
Freshwater average volumes (Bbls/d)	45,512	64,754	27,418	45,512
Produced water gathering and disposal average volumes (Bbls/d)	85,406	9,760	160,431	85,406

Critical Accounting Policies and Estimates

The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements are set forth in our ~~2017~~2018 Form 10-K ~~for the year ended December 31, 2017~~ and have not changed ~~with the exception of the following addition related to our implementation of the guidance in ASC Topic 606, Revenue from Contracts with Customers, as discussed in Note 2 –~~ ~~Summary of Significant Accounting Policies.~~.



~~Description~~	~~Judgments and Uncertainties~~	~~Effect if Actual Results Differ from Assumptions~~
~~Revenue Recognition~~
The majority of our revenue is derived from long-term contracts that can span several years. Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and determine the timing of revenue recognition. We periodically evaluate our estimates with respect to the probability of our customers exercising their rights and recognize revenue associated with contract liabilities when the probability becomes remote that the customer will exercise its remaining rights.	We review our deferred revenue (contract liabilities) at each balance sheet date to determine the probability that our customers will exercise their remaining rights. We recognize revenue when the probability becomes remote that the customer will exercise its remaining rights. Our evaluation requires management to apply judgment in estimating future system capacity and the ability of our customers to utilize that capacity.	If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, the timing of our revenue recognition with respect to deferred revenue could be impacted and we may experience material changes in revenue.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

Historically, we have had a limited amount of direct commodity price exposure related to ~~natural gas collected for electrical compression costs at TIGT,~~ natural gas used at TMID and crude oil collected as part of our contractual pipeline loss allowance at Pony Express and Terminals. Accordingly, we have historically entered into derivative contracts with third parties for all or a portion of these volumes for the purpose of hedging our commodity price exposures. In addition, Stanchion transacts in crude oil and enters into physical and financial derivative contracts in connection with these, and other, transactions.

The majority of TMID's ~~operating income~~Adjusted EBITDA comes from volumetric fee or commodity sensitive contracts. The profitability of our commodity sensitive processing contracts that include keep whole or percent of proceeds components is affected by volatility in prevailing NGL and natural gas prices. During the three months ended March 31, ~~2018,~~2019, TMID represented 5%4% of ~~operating income.~~our consolidated Adjusted EBITDA.

We measure the risk of price changes in our crude oil and natural gas derivatives utilizing a sensitivity analysis model. The sensitivity analysis measures the potential income or loss (i.e., the change in fair value of the derivative instruments) based upon a hypothetical 10% movement in the underlying quoted market prices. In addition to these variables, the fair value of each portfolio is influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present values. We enter into derivative contracts ~~primarily for the purpose of mitigating the risks~~ that accompany certain of our business activities and, therefore, both the sensitivity analysis model and the change in the market value of our outstanding derivative contracts are offset largely by changes in the value of the underlying physical commodity prices.

The following table summarizes our commodity derivatives and the change in fair value that would be expected from a 10% price increase or decrease as of March 31, ~~2018,~~2019, assuming a parallel shift in the forward curve through the end of ~~2018:~~2019:

Fair Value Effect of 10% Price Increase Effect of 10% Price Decrease
(in thousands)
Crude oil derivative contracts ⁽¹⁾
$ 306
$ (1,525 ) $ 1,525



	Fair Value			Effect of 10% Price Increase			Effect of 10% Price Decrease
	(in thousands)
Crude oil derivative contract assets⁽¹⁾	$	1,761		$	—		$	—
Crude oil derivative contract liabilities⁽¹⁾	$	(1,129	)	$	(1,481	)	$	1,481


⁽¹⁾	Represents the net forward sale of ~~242,000~~246,000 barrels of crude oil in our Gathering, Processing & Terminalling segment which will settle throughout ~~the second quarter of 2018.~~2019.

Interest Rate Risk

~~As described in Note 10 –~~ ~~Long-term Debt~~, Tallgrass Equity currently has $124 million in outstanding borrowings under its revolving credit facility. Borrowings under the credit facility bear interest, at Tallgrass Equity's option, at either (a) a base rate, which will be a rate equal to the greatest of (i) the prime rate, (ii) the U.S. federal funds rate plus 0.5% and (iii) a one-month reserve adjusted Eurodollar rate plus 1.00% or (b) a reserve adjusted Eurodollar rate, plus, in each case, an applicable margin. For loans bearing interest based on the base rate, the applicable margin is 1.50%, and for loans bearing interest based on the reserve adjusted Eurodollar rate, the applicable margin is 2.50%.

As of March 31, ~~2018,~~2019, TEP has issued ~~$750 million~~$2.0 billion of ~~2024~~Senior Notes and ~~$750 million of 2028 Notes. In addition, TEP currently~~ has a ~~$1.75~~$2.25 billion revolving credit facility with outstanding borrowings of ~~$816.0 million.~~$1.35 billion. Borrowings under ~~the~~TEP's revolving credit facility will bear interest, at our option, at either (a) a base rate, which will be a rate equal to the greatest of (i) the prime rate, (ii) the U.S. federal funds rate plus 0.5% and (iii) a one-month reserve adjusted Eurodollar rate plus 1.00% or (b) a reserve adjusted Eurodollar Rate, plus, in each case, an applicable margin. The applicable margin ranges from ~~0.50%~~0.25% to ~~1.50%~~1.25% for base rate borrowings and ~~1.50%~~1.25% to ~~2.50%~~2.25% for reserve adjusted Eurodollar rate borrowings, based upon ~~our~~TEP's total leverage ratio.

We do not currently hedge the interest rate risk on ~~our~~TEP's borrowings under the revolving credit ~~facilities.~~facility. However, in the future we may consider hedging the interest rate risk or may consider choosing longer Eurodollar borrowing terms in order to fix all or a portion of our borrowings for a period of time. We estimate that a 1% increase in interest rates would decrease the fair value of the debt by ~~$0.4~~$0.7 million based on our outstanding debt under ~~our~~TEP's revolving credit ~~facilities~~facility as of March 31, ~~2018.~~2019.

Credit Risk

We are exposed to credit risk. Credit risk represents the loss that we would incur if a counterparty fails to perform under its contractual obligations. We manage our exposure to credit risk associated with customers to whom we extend credit through a credit approval process which includes credit analysis, the establishment of credit limits and ongoing monitoring procedures. We may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support.

A substantial majority of our revenue is produced under long-term firm fee contracts with high-quality customers. The customer base we currently serve under these contracts generally has a strong credit profile, with a majority of our revenues derived from customers who have BBB- or Baa3 and better credit ratings or are part of corporate families with such credit ratings as of March 31, ~~2018.~~2019.

We also have indirect credit risk exposure with respect to our investment in Rockies Express. See Item 1A.—Risk Factors in our ~~2017~~2018 Form 10-K for additional information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a- 15(e) or Rule 15d- 15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms including, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

During the first quarter of 2018, TEP completed the conversion to a new contract and volume management system used by TMID to support the Douglas Gathering System which was acquired in 2017. This system was utilized to produce financial information contained in this Quarterly Report. There have not been ~~no other~~any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 15 – Legal and Environmental Matters to the condensed consolidated financial statements included in Part I—Item 1.—Financial Statements of this Quarterly Report, which is incorporated herein by reference.

Item 1A. Risk Factors

Item 1A of our ~~2017~~2018 Form 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results for the quarter ended March 31, ~~2018.~~2019. There have been no material changes to the risk factors contained in our ~~2017~~2018 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Repurchases of Registered Equity Securities by Tallgrass Energy, LP or Affiliated Purchasers

We have not engaged, alone or in concert with an "affiliated purchaser," in any repurchases of our registered securities during the period covered by this report and do not have a repurchase plan or program in place. However, following the closing of the Blackstone Acquisition on March 11, 2019, we are under common control with the Sponsor Entities.

On March 11, 2019, BIP announced that in connection with the closing of the Blackstone Acquisition, the Sponsor Entities had pre-funded Prairie Secondary Acquiror LP, a Delaware limited partnership ("Secondary Acquiror 1"), and Prairie Secondary Acquiror E LP, a Delaware limited partnership ("Secondary Acquiror 2" and, collectively with Secondary Acquiror 1, "Prairie Secondary Acquirors"), each of which are managed by BIP Holdings Manager L.L.C., a Delaware limited liability company, with an aggregate of $400 million for the purpose of making potential future acquisitions of additional Class A shares and that the Prairie Secondary Acquirors intended to enter into a 10b5-1(c) purchase plan (the "Blackstone Plan"). The Blackstone Plan commenced on March 14, 2019. See Schedule 13D filed by BIP and certain of its affiliates with the SEC on March 11, 2019, together with all amendments, for more information on the Blackstone Plan.

The table set forth below reflects the purchases of the Sponsor Entities during the period covered by this report, and subsequent to the closing of the Blackstone Acquisition on March 11, 2019.



Period	Total number of Class A shares purchased		Average price paid per Class A share		Total number of Class A shares purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of Class A shares that may yet be purchased under the plans or programs
January 1 to January 31, 2019	—		$	—	—		$	—
February 1 to February 28, 2019	—		$	—	—		$	—
March 1 to March 31, 2019	286,783	⁽¹⁾	$	24.0776	286,783	⁽¹⁾	$	143,089,219	⁽²⁾
Total	286,783		$	24.0776	286,783		$	143,089,219


⁽¹⁾	Includes (i) 116,664 Class A shares purchased by Secondary Acquiror 1 and (ii) 170,119 Class A shares purchased by Secondary Acquiror 2 pursuant to the Blackstone Plan.


⁽²⁾	Represents the approximate dollar value of Class A shares that may yet be purchased under the Blackstone Plan, which provides for purchases up to $150 million of Class A shares, subject to certain volume and pricing thresholds and other conditions set forth therein.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~On May 3, 2019, our general partner, Tallgrass Management, LLC ("Tallgrass Management") and Gary Brauchle modified the non-compete and non-solicitation provisions of Mr. Brauchle's employment agreement. Mr. Brauchle has agreed not to (i) compete with Tallgrass Management or certain of its affiliates through certain specified competitors or acquirors during the term of his employment and for a period of one year thereafter, or (ii) solicit Tallgrass Management's or any of its affiliates' employees or interfere with certain business relationships during the term of his employment and for a period of one year thereafter.

Item 6. Exhibits



Exhibit No.		Description

~~2.1~~3.1		Third Amended and Restated Limited Liability Company Agreement ~~and Plan~~ of ~~Merger, dated as of March 26, 2018, by and among~~ Tallgrass Energy GP, ~~LP, Tallgrass Equity,~~ LLC, ~~Razor Merger Sub, LLC, Tallgrass Energy Partners, LP and Tallgrass MLP GP, LLC~~dated March 11, 2019 (incorporated by reference to Exhibit ~~2.1~~3.1 to Tallgrass Energy, ~~GP,~~ LP’s Current Report on Form 8-K filed on March ~~27, 2018)~~11, 2019).

2.2*4.1		~~Agreement and Plan of Merger,~~Supplemental Indenture to the 2023 Notes Indenture, dated as of February ~~7, 2018,~~27, 2019, among the Issuers, the Guarantors and the Trustee (incorporated by ~~and among~~reference to Exhibit 4.1 to Tallgrass Energy, ~~GP, LP, Tallgrass Development, LP, Tallgrass Equity, LLC, Tallgrass Development Holdings, LLC~~LP’s Current Report on Form 8-K filed on February 28, 2019).

4.2		Supplemental Indenture to the 2024 Notes Indenture, dated as of February 27, 2019, among the Issuers, the Guarantors and the Trustee (incorporated by reference to Exhibit 4.2 to Tallgrass Energy, ~~Holdings, LLC.~~LP’s Current Report on Form 8-K filed on February 28, 2019).

4.3		Supplemental Indenture to the 2028 Notes Indenture, dated as of February 27, 2019, among the Issuers, the Guarantors and the Trustee (incorporated by reference to Exhibit 4.3 to Tallgrass Energy, LP’s Current Report on Form 8-K filed on February 28, 2019).

10.1		~~Support~~Consent and Amendment No. 2 to Second Amended and Restated Credit Agreement, dated ~~as of March 26, 2018,~~February 22, 2019, by and among Tallgrass Energy ~~GP,~~Partners, LP, ~~Tallgrass Equity, LLC~~the subsidiary guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, and ~~Tallgrass Energy Partners, LP~~the required lenders named therein (incorporated by reference to Exhibit 10.1 to Tallgrass Energy, ~~GP,~~ LP’s Current Report on Form 8-K filed on ~~March 27, 2018)~~February 28, 2019).

10.2		~~Second~~ Amended and Restated ~~Credit~~Registration Rights Agreement, dated ~~June 2, 2017,~~March 11, 2019, by and among Tallgrass Energy, ~~Partners,~~ LP ~~Wells Fargo Bank, National Association, as administrative agent,~~ and ~~a syndicate~~each of ~~lenders named therein~~the Holders listed on an annex thereto (incorporated by reference to Exhibit 10.1 to Tallgrass Energy, ~~Partners,~~ LP’s ~~Quarterly~~Current Report on Form ~~10-Q~~8-K filed on ~~August 2, 2017)~~March 11, 2019).

10.3		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Tallgrass Energy, LP’s Current Report on Form 8-K filed on March 11, 2019).

10.4		Third Amended and Restated Employment Agreement, dated March 11, 2019, by and among Tallgrass Management, LLC, Tallgrass Energy GP, LLC and David G. Dehaemers, Jr. (incorporated by reference to Exhibit 10.3 to Tallgrass Energy, LP’s Current Report on Form 8-K filed on March 11, 2019).

10.5		Form of Non-CEO Employment Agreement (incorporated by reference to Exhibit 10.4 to Tallgrass Energy, LP’s Current Report on Form 8-K filed on March 11, 2019).

31.1*		Rule 13a-14(a)/15d-14(a) Certification of David G. Dehaemers, Jr.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Gary J. Brauchle.

32.1*		Section 1350 Certification of David G. Dehaemers, Jr.

32.2*		Section 1350 Certification of Gary J. Brauchle.

101.INS*		XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.


* -	filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Tallgrass Energy, ~~GP,~~ LP
		(registrant)
		By:	~~TEGP Management,~~Tallgrass Energy GP, LLC, its general partner

Date:	May ~~3, 2018~~7, 2019	By:	/s/ Gary J. Brauchle
			Name:	Gary J. Brauchle
			Title:	Executive Vice President and Chief Financial Officer
				(Duly Authorized Officer and Principal Financial Officer)

4847



Delaware				~~46-3159268~~47-3159268
(State or other Jurisdiction of Incorporation or Organization)				(IRS Employer Identification Number)

4200 W. 115th Street, Suite 350
Leawood, Kansas				66211
(Address of Principal Executive Offices)				(Zip Code)



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	¨

		Emerging growth company	¨



Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Shares Representing Limited Partner Interests	TGE	New York Stock Exchange



PART 1—FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
CONDENSED CONSOLIDATED BALANCE SHEETS	1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY	3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3129
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4443
Item 4. Controls and Procedures	4544
PART II - OTHER INFORMATION	4645
Item 1. Legal Proceedings	4645
Item 1A. Risk Factors	4645
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4645
Item 3. Defaults Upon Senior Securities	4645
Item 4. Mine Safety Disclosures	4645
Item 5. Other Information	46
Item 6. Exhibits	4746
SIGNATURES	4847


	March 31, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(in thousands)				(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	4,255	$	2,593	$	15,042	$	9,596
Accounts receivable, net	131,401		118,615		227,284		236,097
Receivable from related parties	4,472		1,340
Gas imbalances	822		1,990
Inventories	32,147		21,609		27,954		34,316
Derivative assets	306		—
Prepayments and other current assets	11,020		11,175		18,219		11,816
Total Current Assets	184,423		157,322		288,499		291,825
Property, plant and equipment, net	2,498,715		2,394,337		2,750,375		2,802,429
Goodwill	404,838		404,838		421,983		421,983
Intangible assets, net	136,554		97,731		223,707		227,103
Unconsolidated investments	1,446,039		909,531		1,988,797		1,861,686
Deferred financing costs, net	11,769		12,563
Deferred tax asset	306,304		312,997		379,422		273,531
Deferred charges and other assets	5,018		2,694		16,442		14,952
Total Assets	$	4,993,660	$	4,292,013	$	6,069,225	$	5,893,509
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	121,372	$	98,882	$	187,321	$	201,512
Accounts payable to related parties	—		5,342
Gas imbalances	1,616		1,663
Derivative liabilities	—		2,368
Accrued taxes	24,181		19,272		26,962		20,734
Accrued interest					12,534		39,217
Accrued liabilities	37,028		35,707		9,975		23,287
Deferred revenue	99,922		88,471		123,184		111,095
Other current liabilities	7,816		7,171		44,651		42,910
Total Current Liabilities	291,935		258,876		404,627		438,755
Long-term debt, net	2,426,014		2,292,993		3,331,716		3,205,958
Other long-term liabilities and deferred credits	19,628		18,965		33,118		31,688
Total Long-term Liabilities	2,445,642		2,311,958		3,364,834		3,237,646
Commitments and Contingencies
Equity:
Class A Shareholders (58,085,002 shares outstanding at March 31, 2018 and December 31, 2017)	15,615		48,613
Class B Shareholders (126,709,225 and 99,154,440 shares outstanding at March 31, 2018 and December 31, 2017, respectively)	—		—
Class A Shareholders (178,104,779 and 156,311,986 shares outstanding at March 31, 2019 and December 31, 2018, respectively)					1,890,345		1,725,537
Class B Shareholders (102,136,875 and 123,887,893 shares outstanding at March 31, 2019 and December 31, 2018, respectively)					—		—
Total Partners' Equity	15,615		48,613		1,890,345		1,725,537
Noncontrolling interests	2,240,468		1,672,566
Noncontrolling interests ^(a)					409,419		491,571
Total Equity	2,256,083		1,721,179		2,299,764		2,217,108
Total Liabilities and Equity	$	4,993,660	$	4,292,013	$	6,069,225	$	5,893,509



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


^(a)	See Note 10 - Partnership Equityfor a complete description of our noncontrolling interests.


																Partners' Capital							Noncontrolling Interests				Total Equity
																Class A Shares				Class B Shares
																(in thousands)
Balance at January 1, 2019																$	1,725,537			$	—			$	491,571			$	2,217,108
Net income																50,587				—			51,805				102,392
Dividends paid to Class A shareholders																(81,304		)		—			—				(81,304		)
Distributions to noncontrolling interest																—				—			(66,625		)		(66,625		)
Contributions from noncontrolling interest																—				—			1,282				1,282
Noncash compensation expense																17,120				—			—				17,120
TGE LTIP shares tendered by employees to satisfy tax withholding obligations																(13,260		)		—			—				(13,260		)
Deferred tax asset																123,051				—			—				123,051
Conversion of Class B shares to Class A shares																68,614				—			(68,614		)		—
Balance at March 31, 2019																$	1,890,345			$	—		$	409,419			$	2,299,764

	Predecessor Equity			Partners' Capital					Noncontrolling Interests				Total Equity			Partners' Capital							Noncontrolling Interests				Total Equity
				Class A Shares			Class B Shares					Class A Shares					Class B Shares
	(in thousands)															(in thousands)
Balance at January 1, 2018	$	—		$	48,613		$	—		$	1,672,566					$	1,721,179		$	48,613		$	—			$	1,672,566			$	1,721,179
Cumulative effect of ASC 606 implementation	—			4,588			—		39,543				44,131			4,588				—			39,543				44,131
Net income	—			16,735			—		97,578				114,313			16,735				—			97,578				114,313
Issuance of TEP units to the public, net of offering costs	—			(5		)	—		(40		)		(45		)	(5		)		—			(40		)		(45		)
TEGP distributions to Class A shareholders	—			(21,346		)	—		—				(21,346		)
Dividends paid to Class A shareholders																(21,346		)		—			—				(21,346		)
Noncash compensation expense	—			404			—		2,917				3,321			404				—			2,917				3,321
Acquisition of additional TEP common units from TD	—			(62,222		)	—		(189,520		)		(251,742		)	(62,222		)		—			(189,520		)		(251,742		)
Issuance of Tallgrass Equity units	—			—			—		644,782				644,782			—				—			644,782				644,782
Acquisition of additional 2% membership interest in Pony Express	—			(5,268		)	—		(44,732		)		(50,000		)	(5,268		)		—			(44,732		)		(50,000		)
Acquisition of 25.01% membership interest in Rockies Express	—			34,116			—		74,421				108,537			34,116				—			74,421				108,537
Consolidation of Deeprock North	—			—			—		31,843				31,843			—				—			31,843				31,843
Contributions from noncontrolling interest	—			—			—		183				183			—				—			183				183
Distributions to noncontrolling interest	—			—			—		(89,073		)		(89,073		)	—				—			(89,073		)		(89,073		)
Balance at March 31, 2018	$	—		$	15,615		$	—	$	2,240,468			$	2,256,083		$	15,615			$	—		$	2,240,468			$	2,256,083

	Predecessor Equity			Partners' Capital					Noncontrolling Interests				Total Equity
				Class A Shares			Class B Shares
	(in thousands)
Balance at January 1, 2017	$	82,295		$	250,967		$	—		$	1,596,152						$	1,929,414
Acquisition of Terminals and NatGas	(82,295		)	(21,314		)	—		(36,391		)		(140,000		)
Net income	—			12,029			—		55,209				67,238
Issuance of TEP units to the public, net of offering costs	—			10,020			—		89,353				99,373
TEGP distributions to Class A Shareholders	—			(16,116		)	—		—				(16,116		)
Noncash compensation expense	—			362			—		1,882				2,244
Issuance of common units under TEP LTIP plan	—			(40		)	—		(360		)		(400		)
Partial exercise of call option	—			(12,052		)	—		(72,890		)		(84,942		)
Repurchase of TEP common units from TD	—			(3,618		)	—		(31,717		)		(35,335		)
Acquisition of additional 24.99% membership interest in Rockies Express	—			23,522			—		40,159				63,681
Contributions from TD	—			850			—		1,451				2,301
Contributions from noncontrolling interest	—			—			—		710				710
Distributions to noncontrolling interest	—			—			—		(71,426		)		(71,426		)
Balance at March 31, 2017	$	—		$	244,610		$	—	$	1,572,132			$	1,816,742



Schedule of Noncash Investing and Financing Activities:
Issuance of Tallgrass Equity units	$	644,782		$	—
Acquisition of Rockies Express membership interest	$	(393,039	)	$	—
Acquisition of additional TEP common units from TD	$	(251,743	)	$	—
Contribution of 38% membership interest in Deeprock North to Deeprock Development	$	(19,500	)	$	—
Issuance of noncontrolling interests in Deeprock Development in exchange for 62% membership interest in Deeprock North	$	(31,843	)	$	—
Increase in accrual for payment of property, plant and equipment	$	1,336		$	—


^(a)	Represents the issuance of Tallgrass Equity units associated with our acquisition of a 25.01% membership interest in Rockies Express and an additional 5,619,218 TEP common units.



	Basis Difference			Amortization Period
	(in thousands)
Long-term debt	$	48,455		2 - 25 years
Property, plant and equipment	(1,175,719		)	35 years
Total basis difference	$	(1,127,264	)



Accounts receivable	$	2,457
Inventory	67
Property, plant and equipment	48,900
Intangible asset	46,800			⁽¹⁾
Accounts payable and accrued liabilities	(3,224		)
Net identifiable assets acquired (excluding cash)	$	95,000


⁽¹⁾	The $46.8 million intangible asset acquired represents three major customer relationships. This intangible asset is amortized on a straight-line basis over a period of 8 - 14 years, the remaining terms of the underlying contracts at the time of acquisition.


⁽¹⁾	Reflects the fee that NatGas receives as the operator of the Rockies Express Pipeline.


⁽²⁾	~~Reflects rent expense for the crude oil storage at the Deeprock Terminal prior to our consolidation of Deeprock Development during the third quarter of 2017~~.


⁽¹⁾	Reflects accounts payable for charges to TEGP, inclusive of Tallgrass Equity and TEP, including indirectly charged wages and salaries, other compensation and benefits, and shared services prior to January 1, 2018 as discussed above.


⁽¹⁾	Includes approximately ~~$46.2 million and $40.1~~$30.7 million of ~~assets~~land associated with the ~~acquisitions of Deeprock North and BNN North Dakota, respectively,~~PLT capital lease as discussed in ~~January 2018.~~Note 12 – Leases.


	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2019		December 31, 2018
		(in thousands)					(in thousands)
Crude oil derivative contracts ⁽¹⁾	Current assets	$	306	$	—	Prepayments and other current assets	$	1,761	$	3,526
Crude oil derivative contracts ⁽¹⁾⁽²⁾	Current liabilities	$	—	$	2,368	Other current liabilities	$	1,129	$	1,642


⁽¹⁾	As of March 31, 2019 and December 31, 2018, the amount shown represents the fair value ~~shown for~~of crude oil derivative contracts for the forward purchase of 2,135,700 and 2,105,146 barrels of crude oil, respectively, consisting of fixed price and floating price contracts, which will settle throughout 2019.



	Location of gain recognized in income on derivatives	Amount of gain recognized in income on derivatives
		Amount of gain recognized in income on derivatives
		Three Months Ended March 31,
		2018		2017
		(in thousands)
Derivatives not designated as hedging contracts:
Crude oil derivative contracts	Sales of natural gas, NGLs, and crude oil	$	4,295	$	663
Natural gas derivative contracts	Sales of natural gas, NGLs, and crude oil	$	—	$	173
Call option derivative	Other income, net	$	—	$	1,885


	Asset Position		Asset Position
	(in thousands)		(in thousands)
Gross	$	306	$	1,761
Netting agreement impact	—		—
Cash collateral held	—		—
Net exposure	$	306	$	1,761


			Asset Fair Value Measurements Using								Asset Fair Value Measurements Using
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)								(in thousands)
As of March 31, 2018:
As of March 31, 2019:
Crude oil derivative contracts									$	1,761	$	—	$	1,761	$	—
As of December 31, 2018:
Crude oil derivative contracts	$	306	$	—	$	306	$	—	$	3,526	$	—	$	3,526	$	—
			Liability Fair Value Measurements Using								Liability Fair Value Measurements Using
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)								(in thousands)
As of December 31, 2017:
As of March 31, 2019:
Crude oil derivative contracts	$	2,368	$	—	$	2,368	$	—	$	1,129	$	—	$	1,129	$	—
As of December 31, 2018:
Crude oil derivative contracts									$	1,642	$	—	$	1,642	$	—


⁽¹⁾	Deferred financing costs, net as presented above relate solely to the ~~2024 and 2028 Notes.~~Senior Notes (as defined below). Deferred financing costs associated with our revolving credit ~~facilities are~~facility is presented in noncurrent assets on our condensed consolidated balance sheets.


	Fair Value										Fair Value
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Carrying Amount		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Carrying Amount
	(in thousands)										(in thousands)
As of March 31, 2018:
Revolving credit facilities	$	—	$	940,000	$	—	$	940,000	$	940,000
As of March 31, 2019:
Revolving credit facility											$	—	$	1,349,000	$	—	$	1,349,000	$	1,349,000
2023 Notes											$	—	$	504,325	$	—	$	504,325	$	494,892
2024 Notes	$	—	$	767,063	$	—	$	767,063	$	740,202	$	—	$	771,923	$	—	$	771,923	$	741,565
2028 Notes	$	—	$	754,425	$	—	$	754,425	$	745,812	$	—	$	754,253	$	—	$	754,253	$	746,259
As of December 31, 2017:
Revolving credit facilities	$	—	$	807,000	$	—	$	807,000	$	807,000
As of December 31, 2018:
Revolving credit facility											$	—	$	1,224,000	$	—	$	1,224,000	$	1,224,000
2023 Notes											$	—	$	485,285	$	—	$	485,285	$	494,603
2024 Notes	$	—	$	771,645	$	—	$	771,645	$	739,824	$	—	$	737,745	$	—	$	737,745	$	741,196
2028 Notes	$	—	$	758,168	$	—	$	758,168	$	746,169	$	—	$	726,503	$	—	$	726,503	$	746,159



Three Months Ended	Date Paid	Distributions to Class A Shareholders		Distributions per Class A Share
		(in thousands)
March 31, 2018	May 15, 2018 ⁽¹⁾	$	28,316	$	0.4875
December 31, 2017	February 14, 2018	21,346		0.3675
September 30, 2017	November 14, 2017	20,617		0.3550
June 30, 2017	August 14, 2017	19,891		0.3425
March 31, 2017	May 15, 2017	16,697		0.2875



Three Months Ended	Date Paid	Dividends to Class A Shareholders		Dividends per Class A Share
		(in thousands, except per share amounts)
March 31, 2019	May 15, 2019 ⁽¹⁾	$	94,975	$	0.5300
December 31, 2018	February 14, 2019	81,304		0.5200
September 30, 2018	November 14, 2018	79,717		0.5100
June 30, 2018	August 14, 2018	77,052		0.4975
March 31, 2018	May 15, 2018	28,316		0.4875


⁽¹⁾	The ~~distribution~~dividend announced on ~~March 26, 2018~~April 11, 2019 for the first quarter of ~~2018~~2019 will be paid on May 15, ~~2018~~2019 to Class A shareholders of record at the close of business on April 30, ~~2018.~~



		Distributions								Distribution per Limited Partner Common Unit
		Limited Partner Common Units		General Partner
Three Months Ended	Date Paid	Limited Partner Common Units		Incentive Distribution Rights		General Partner Units		Total
		(in thousands, except per unit amounts)
March 31, 2018	May 15, 2018 ⁽¹⁾	$	71,370	$	39,816	$	1,267	$	112,453	$	0.9750
December 31, 2017	February 14, 2018	70,638		39,125		1,251		111,014		0.9650
September 30, 2017	November 14, 2017	69,174		37,744		1,219		108,137		0.9450
June 30, 2017	August 14, 2017	67,671		36,342		1,186		105,199		0.9250
March 31, 2017	May 15, 2017	60,486		29,840		1,040		91,366		0.8350


⁽¹⁾	~~The distribution announced on March 26, 2018 for the first quarter of 2018 will be paid on May 15, 2018 to unitholders of record at the close of business on April 30, 2018.~~2019.



	March 31, 2018
	As currently reported		Under previous guidance		Impact of ASC Topic 606
	(in thousands)
Unconsolidated investments	$	1,446,039	$	1,392,894	$	53,145	⁽¹⁾



	Three Months Ended March 31, 2018
	As currently reported		Under previous guidance		Impact of ASC Topic 606
	(in thousands)
Crude oil transportation services	$	84,738	$	84,466	$	272		⁽²⁾
Sales of natural gas, NGLs, and crude oil	$	38,145	$	39,245	$	(1,100	)	⁽³⁾
Processing and other revenues	$	24,015	$	25,525	$	(1,510	)	⁽¹⁾⁽³⁾
Cost of sales	$	26,351	$	28,845	$	(2,494	)	⁽²⁾⁽³⁾
Equity in earnings of unconsolidated investments	$	68,402	$	58,123	$	10,279		⁽¹⁾
Net income attributable to TEGP	$	16,735	$	15,053	$	1,682
Basic net income per Class A share	$	0.29	$	0.26	$	0.03
Diluted net income per Class A share	$	0.29	$	0.26	$	0.03


⁽²⁾	Reflects the impact to revenue and cost of sales to value PLA barrels collected under certain crude oil transportation arrangements at their contract inception fair value in revenue and record an associated lower of cost or net realizable value adjustment in cost of sales.


⁽³⁾	Reflects the reclassification of certain gathering and processing fees collected under arrangements determined to be supply arrangements, rather than customer arrangements under ASC 606, to cost of sales and the reclassification of certain commodities retained as consideration for processing services to processing fee revenue.



	Three Months Ended March 31, 2019
	Natural Gas Transportation segment		Crude Oil Transportation segment		Gathering, Processing, & Terminalling segment		Corporate and Other			Total Revenue
	(in thousands)
Crude oil transportation - committed shipper revenue	$	—	$	95,277	$	—	$	—		$	95,277
Natural gas transportation - firm service	32,521		—		—		(396		)	32,125
Water business services	—		—		18,286		—			18,286
Natural gas gathering & processing fees	—		—		6,080		—			6,080
All other⁽¹⁾	3,321		14,507		3,520		(17,034		)	4,314
Total service revenue	35,842		109,784		27,886		(17,430		)	156,082
Natural gas liquids sales	—		—		16,871		—			16,871
Natural gas sales	—		—		10,401		—			10,401
Crude oil sales	—		—		119		—			119
Total commodity sales revenue	—		—		27,391		—			27,391
Total revenue from contracts with customers	35,842		109,784		55,277		(17,430		)	183,473
Other revenue⁽²⁾	—		—		18,757		(4,878		)	13,879
Total revenue⁽³⁾	$	35,842	$	109,784	$	74,034	$	(22,308	)	$	197,352