UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the Quarterly Period Ended June 30, ~~2018~~2019



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

Commission file number 001-37365

Tallgrass Energy, LP

(Exact name of registrant as specified in its charter)

(913) 928-6060

(Registrant's Telephone Number, Including Area Code)



Delaware		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)

~~(913) 928-6060~~

~~(Registrant's Telephone Number, Including Area Code)~~



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~



Large accelerated filer	x	Accelerated filer	¨

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

		Emerging growth company	¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x

On ~~August 2, 2018,~~July 31, 2019, the Registrant had ~~154,878,296~~179,197,416 Class A shares and ~~125,305,459~~102,136,875 Class B shares outstanding.

TALLGRASS ENERGY, LP

TABLE OF CONTENTS

Glossary of Common Industry and Measurement Terms

Bakken oil production area: Montana and North Dakota in the United States and Saskatchewan and Manitoba in Canada.

Barrel (or bbl): forty-two U.S. gallons.

Base Gas (or Cushion Gas): the volume of gas that is intended as permanent inventory in a storage reservoir to maintain adequate pressure and deliverability rates.

BBtu: one billion British Thermal Units.

Bcf: one billion cubic feet.

British Thermal Units or Btus: the amount of heat energy needed to raise the temperature of one pound of water by one degree Fahrenheit.

Commodity sensitive contracts or arrangements: contracts or other arrangements, including tariff provisions, that are directly tied to increases and decreases in the price of commodities such as crude oil, natural gas and NGLs. Examples are Keep Whole Processing Contracts and Percent of Proceeds Processing Contracts, as well as pipeline loss allowances on our pipelines.

Condensate: an NGL with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions.

Contract barrels: barrels of crude oil that our customers have contractually agreed to ship in exchange for firm service assurance of capacity and deliverability to delivery points.

Delivery point: any point at which product in a pipeline is delivered to or for the account of a customer.

Dry gas: a gas primarily composed of methane and ethane where heavy hydrocarbons and water either do not exist or have been removed through processing.

Dth: a dekatherm, which is a unit of energy equal to 10 therms or one million British thermal units.

End-user markets: the ultimate users and consumers of transported energy products.

EPA: the United States Environmental Protection Agency.

FERC: the United States Federal Energy Regulatory Commission.

Firm fee contracts: contracts or other arrangements, including tariff provisions, that generally obligate our customers to pay a fixed recurring charge to reserve an agreed upon amount of capacity and/or deliverability on our assets, regardless if the contracted capacity is actually used by the customer. Such contracts are also commonly known as "take-or-pay" contracts.

Firm services: services pursuant to which customers receive firm assurances regarding the availability of capacity and/or deliverability of natural gas, crude oil or other hydrocarbons or water on our assets up to a contracted amount.

Fractionation: the process by which NGLs are further separated into individual, typically more valuable components including ethane, propane, butane, isobutane and natural gasoline.

GAAP: accounting principles generally accepted in the United States of America.

GHGs: greenhouse gases.

Header system: networks of medium-to-large-diameter high pressure pipelines that connect local gathering systems to large diameter high pressure long-haul transportation pipelines.

Interruptible services: services pursuant to which customers receive limited, or no, assurances regarding the availability of capacity and deliverability in our assets.

Keep Whole Processing Contracts: natural gas processing contracts in which we are required to replace the Btu content of the NGLs extracted from inlet wet gas processed with purchased dry natural gas.

Line fill: the volume of oil, in barrels, in the pipeline from the origin to the destination.

Liquefied natural gas or LNG: natural gas that has been cooled to minus 161 degrees Celsius for transportation, typically by ship. The cooling process reduces the volume of natural gas by 600 times.

Local distribution company or LDC: LDCs are involved in the delivery of natural gas to end users within a specific geographic area.

Long-term: with respect to any contract, a contract with an initial duration greater than one year.

MMBtu: one million British Thermal Units.

Mcf: one thousand cubic feet.

MDth: one thousand dekatherms.

MMcf: one million cubic feet.

Natural gas liquids or NGLs: those hydrocarbons in natural gas that are separated from the natural gas as liquids through the process of absorption, condensation, or other methods in natural gas processing or cycling plants. Generally, such liquids consist of propane and heavier hydrocarbons and are commonly referred to as lease condensate, natural gasoline and liquefied petroleum gases. Natural gas liquids include natural gas plant liquids (primarily ethane, propane, butane and isobutane) and lease condensate (primarily pentanes produced from natural gas at lease separators and field facilities).

Natural Gas Processing: the separation of natural gas into pipeline-quality natural gas and a mixed NGL stream.

Non-contract barrels (or walk-up barrels): barrels of crude oil that our customers ship based solely on availability of capacity and deliverability with no assurance of future capacity.

No-notice service: those services pursuant to which customers receive the right to transport or store natural gas on assets outside of the daily nomination cycle without incurring penalties.

NYMEX: New York Mercantile Exchange.

NYSE: New York Stock Exchange.

Park and loan services: those services pursuant to which customers receive the right to store natural gas in (park), or borrow gas from (loan), our facilities.

Percent of Proceeds Processing Contracts: natural gas processing contracts in which we process our customer's natural gas, sell the resulting NGLs and residue gas and divide the proceeds of those sales between us and the customer. Some percent of proceeds contracts may also require our customers to pay a monthly reservation fee for processing capacity.

PHMSA: the United States Department of Transportation's Pipeline and Hazardous Materials Safety Administration.

Pipeline loss allowance (or PLA): Crude oil collected from customers under certain crude oil transportation arrangements.

Play: a proven geological formation that contains commercial amounts of hydrocarbons.

Produced water: all water removed from a well as a byproduct of the production of hydrocarbons and water removed from a well in connection with operations being conducted on the well, including naturally occurring water in the recovery formation, flow back water recovered during completion and fracturing operations and water entering the recovery formation through water flooding techniques.

Receipt point: the point where a product is received by or into a gathering system, processing facility, or transportation pipeline.

Reservoir: a porous and permeable underground formation containing an individual and separate natural accumulation of producible hydrocarbons (such as crude oil and/or natural gas) which is confined by impermeable rock or water barriers and is characterized by a single natural pressure system.

Residue gas: the natural gas remaining after being processed or treated.

Shale gas: natural gas produced from organic (black) shale formations.

Tailgate: the point at which processed natural gas and NGLs leave a processing facility for transportation to end-user markets.

TBtu: one trillion British Thermal Units.

Tcf: one trillion cubic feet.

Throughput: the volume of products, such as crude oil, natural gas or water, transported or passing through a pipeline, plant, terminal or other facility during a particular period.

Uncommitted shippers (or walk-up shippers): customers that have not signed long-term shipper contracts and have rights under the FERC tariff as to rates and capacity allocation that are different than long-term committed shippers.

Volumetric fee contracts: contracts or other arrangements, including tariff provisions, that generally obligate a customer to pay fees based upon the extent to which such customer utilizes our assets for midstream energy services. Unlike firm fee contracts, under volumetric fee contracts our customers are not generally required to pay a charge to reserve an agreed upon amount of capacity and/or deliverability.

Wellhead: the equipment at the surface of a well that is used to control the well's pressure; also, the point at which the hydrocarbons and water exit the ground.

Working gas: the volume of gas in the storage reservoir that is in addition to the cushion or base gas. It may or may not be completely withdrawn during any particular withdrawal season. Conditions permitting, the total working capacity could be used more than once during any season.

Working gas storage capacity: the maximum volume of natural gas that can be cost-effectively injected into a storage facility and extracted during the normal operation of the storage facility. Effective working gas storage capacity excludes base gas and non-cycling working gas.

X/d: the applicable measurement metric per day. For example, MMcf/d means one million cubic feet per day.

PART 1—FINANCIAL INFORMATION

Item 1. Financial Statements

TALLGRASS ENERGY, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
	(in thousands)				(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	5,031	$	2,593	$	9,429	$	9,596
Accounts receivable, net	213,973		118,615		235,665		236,097
Receivable from related parties	2,923		1,340
Inventories	21,063		21,609		32,669		34,316
Prepayments and other current assets	12,829		13,165		15,967		11,816
Total Current Assets	255,819		157,322		293,730		291,825
Property, plant and equipment, net	2,595,063		2,394,337		2,820,965		2,802,429
Goodwill	404,838		404,838		442,672		421,983
Intangible assets, net	134,663		97,731		253,885		227,103
Unconsolidated investments	1,475,056		909,531		1,998,628		1,861,686
Deferred financing costs, net	11,116		12,563
Deferred tax asset	298,112		312,997		357,429		273,531
Deferred charges and other assets	3,529		2,694		30,685		14,952
Total Assets	$	5,178,196	$	4,292,013	$	6,197,994	$	5,893,509
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	196,705	$	98,882	$	181,726	$	201,512
Accounts payable to related parties	—		5,342
Accrued taxes	19,221		19,272		21,366		20,734
Accrued interest	46,448		25,167		38,880		39,217
Accrued liabilities	14,653		10,540		15,750		23,287
Deferred revenue	99,991		88,471		127,353		111,095
Other current liabilities	11,937		11,202		40,248		42,910
Total Current Liabilities	388,955		258,876		425,323		438,755
Long-term debt, net	2,535,555		2,292,993		3,437,490		3,205,958
Other long-term liabilities and deferred credits	20,036		18,965		53,182		31,688
Total Long-term Liabilities	2,555,591		2,311,958		3,490,672		3,237,646
Commitments and Contingencies
Equity:
Class A Shareholders (154,878,296 and 58,085,002 shares outstanding at June 30, 2018 and December 31, 2017, respectively)	1,744,665		48,613
Class B Shareholders (125,305,459 and 99,154,440 shares outstanding at June 30, 2018 and December 31, 2017, respectively)	—		—
Class A Shareholders (179,197,416 and 156,311,986 shares outstanding at June 30, 2019 and December 31, 2018, respectively)					1,870,439		1,725,537
Class B Shareholders (102,136,875 and 123,887,893 shares outstanding at June 30, 2019 and December 31, 2018, respectively)					—		—
Total Partners' Equity	1,744,665		48,613		1,870,439		1,725,537
Noncontrolling interests	488,985		1,672,566
Noncontrolling interests ^(a)					411,560		491,571
Total Equity	2,233,650		1,721,179		2,281,999		2,217,108
Total Liabilities and Equity	$	5,178,196	$	4,292,013	$	6,197,994	$	5,893,509


^(a)	See Note 11 - Partnership Equityfor a complete description of our noncontrolling interests.

TALLGRASS ENERGY, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
	(in thousands, except per unit amounts)												(in thousands, except per unit amounts)
Revenues:
Crude oil transportation services	$	101,166		$	89,855		$	185,904		$	174,186		$	99,456		$	101,166		$	194,612		$	185,904
Natural gas transportation services	31,474			29,429			63,670			61,114			32,345			31,474			65,861			63,670
Sales of natural gas, NGLs, and crude oil	37,250			22,918			75,395			38,299			37,843			37,250			76,707			75,395
Processing and other revenues	23,699			18,661			47,714			31,664			41,880			23,699			71,696			47,714
Total Revenues	193,589			160,863			372,683			305,263			211,524			193,589			408,876			372,683
Operating Costs and Expenses:
Cost of sales	27,694			19,386			54,045			31,756			19,268			27,694			38,553			54,045
Cost of transportation services	12,664			14,758			23,084			28,261			19,754			12,664			34,826			23,084
Operations and maintenance	18,440			15,254			34,839			28,157			23,472			18,440			41,518			34,839
Depreciation and amortization	27,690			22,091			53,813			43,494			32,980			27,690			63,981			53,813
General and administrative	19,085			15,334			37,511			29,551			18,715			19,085			50,987			37,511
Taxes, other than income taxes	8,462			6,912			17,341			15,138			7,711			8,462			18,709			17,341
Loss (gain) on disposal of assets	279			184			(9,138		)	(1,264		)	28			279			242			(9,138		)
Total Operating Costs and Expenses	114,314			93,919			211,495			175,093			121,928			114,314			248,816			211,495
Operating Income	79,275			66,944			161,188			130,170			89,596			79,275			160,060			161,188
Other Income (Expense):
Equity in earnings of unconsolidated investments	78,187			42,741			146,589			63,479			99,012			78,187			187,534			146,589
Interest expense, net	(31,282		)	(21,114		)	(61,043		)	(37,131		)	(40,595		)	(31,282		)	(80,300		)	(61,043		)
Other income, net	330			272			781			2,227			198			330			375			781
Total Other Income (Expense)	47,235			21,899			86,327			28,575			58,615			47,235			107,609			86,327
Net income before tax	126,510			88,843			247,515			158,745			148,211			126,510			267,669			247,515
Deferred income tax expense	(16,809		)	(9,676		)	(23,501		)	(12,340		)
Income tax expense													(21,981		)	(16,809		)	(39,047		)	(23,501		)
Net income	109,701			79,167			224,014			146,405			126,230			109,701			228,622			224,014
Net income attributable to noncontrolling interests	(108,638		)	(70,414		)	(206,216		)	(125,623		)	(54,611		)	(108,638		)	(106,416		)	(206,216		)
Net income attributable to TGE	$	1,063		$	8,753		$	17,798		$	20,782		$	71,619		$	1,063		$	122,206		$	17,798
Net income per Class A share:
Basic net income per Class A share	$	0.02		$	0.15		$	0.30		$	0.36		$	0.40		$	0.02		$	0.72		$	0.30
Diluted net income per Class A share	$	0.02		$	0.15		$	0.30		$	0.36		$	0.40		$	0.02		$	0.71		$	0.30
Basic average number of Class A shares outstanding	59,397			58,075			58,745			58,075			179,149			59,397			170,336			58,745
Diluted average number of Class A shares outstanding	59,397			58,192			58,745			58,187			180,407			59,397			171,825			58,745

TALLGRASS ENERGY, LP

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)


																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 interests																—				—			(66,625		)		(66,625		)
Contributions from noncontrolling interests																—				—			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
Net income																71,619				—			54,611				126,230
Dividends paid to Class A shareholders																(94,975		)		—			—				(94,975		)
Distributions to noncontrolling interests																—				—			(55,870		)		(55,870		)
Noncash compensation expense																3,450				—			—				3,450
Acquisition of CES																—				—			3,400				3,400
Balance at June 30, 2019																$	1,870,439			$	—		$	411,560			$	2,281,999

	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	—			17,798			—		206,216				224,014			16,735				—			97,578				114,313
Issuance of TEP units to the public, net of offering costs																(5		)		—			(40		)		(45		)
Dividends paid to Class A shareholders	—			(49,662		)	—		—				(49,662		)	(21,346		)		—			—				(21,346		)
Noncash compensation expense	—			331			—		3,197				3,528			405				—			2,917				3,322
Acquisition of additional TEP common units from TD	—			(62,223		)	—		(189,520		)		(251,743		)	(62,223		)		—			(189,520		)		(251,743		)
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		)
Acquisition of 25.01% membership interest in Rockies Express	—			34,116			—		74,421				108,537			34,116				—			74,421				108,537
Acquisition of additional 2% membership interest in Pony Express	—			(5,268		)	—		(44,732		)		(50,000		)
Consolidation of Deeprock North	—			—			—		31,843				31,843			—				—			31,843				31,843
Contributions from noncontrolling interest	—			—			—		183				183
Distributions to noncontrolling interest	—			—			—		(198,837		)		(198,837		)
Issuance of TEP common units to the public, net of offering costs	—			(27		)	—		(221		)		(248		)
Contributions from noncontrolling interests																—				—			183				183
Distributions to noncontrolling interests																—				—			(89,073		)		(89,073		)
Balance at March 31, 2018																$	15,615			$	—		$	2,240,468			$	2,256,083
Net income																1,063				—			108,638				109,701
Issuance of TEP units to the public, net of offering costs																(22		)		—			(181		)		(203		)
Dividends paid to Class A shareholders																(28,316		)		—			—				(28,316		)
Noncash compensation expense																(74		)		—			280				206
TEP LTIP units tendered by employees to satisfy tax withholding obligations	—			(190		)	—		(1,531		)		(1,721		)	(190		)		—			(1,531		)		(1,721		)
Conversion of Class B shares to Class A shares	—			(13,402		)	—		13,402				—			(13,402		)		—			13,402				—
Distributions to noncontrolling interests																—				—			(109,764		)		(109,764		)
Deferred tax asset	—			7,664			—		—				7,664			7,664				—			—				7,664
Acquisition of additional TEP common units	—			(351,431		)	—		(1,762,327		)		(2,113,758		)	(351,431		)		—			(1,762,327		)		(2,113,758		)
Issuance of Class A shares	—			2,113,758			—		—				2,113,758			2,113,758				—			—				2,113,758
Balance at June 30, 2018	$	—		$	1,744,665		$	—	$	488,985			$	2,233,650		$	1,744,665			$	—		$	488,985			$	2,233,650

	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	—			20,782			—		125,623				146,405
Issuance of TEP common units to the public, net of offering costs	—			11,387			—		101,375				112,762
Dividends paid to Class A shareholders	—			(32,813		)	—		—				(32,813		)
Noncash compensation expense	—			763			—		3,647				4,410
TEP LTIP units tendered by employees to satisfy tax withholding obligations	—			(1,250		)	—		(11,023		)		(12,273		)
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	—			—			—		867				867
Distributions to noncontrolling interest	—			—			—		(145,109		)		(145,109		)
Balance at June 30, 2017	$	—		$	237,224		$	—	$	1,572,144			$	1,809,368

TALLGRASS ENERGY, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(in thousands)						(in thousands)
Cash Flows from Operating Activities:
Net income	$	224,014		$	146,405		$	228,622		$	224,014
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	56,955			47,939			67,434			56,955
Equity in earnings of unconsolidated investments	(146,589		)	(63,479		)	(187,534		)	(146,589		)
Distributions from unconsolidated investments	145,581			63,374			188,043			145,581
Deferred income tax expense	23,501			12,340			38,994			23,501
Noncash compensation expense							20,570			4,003
Other noncash items, net	(6,504		)	(1,079		)	1,666			(10,507		)
Changes in components of working capital:
Accounts receivable and other	(93,157		)	2,067			(1,777		)	(93,157		)
Accounts payable and accrued liabilities	106,592			3,150			(29,423		)	106,592
Deferred revenue	10,711			24,593			16,294			10,711
Other current assets and liabilities	7,631			2,241			(3,882		)	7,631
Other operating, net	2,525			419			(8,593		)	2,525
Net Cash Provided by Operating Activities	331,260			237,970			330,414			331,260
Cash Flows from Investing Activities:
Capital expenditures	(176,275		)	(53,995		)	(150,051		)	(176,275		)
Contributions to unconsolidated investments							(66,084		)	(22,513		)
Distributions from unconsolidated investments in excess of cumulative earnings							52,525			36,502
Acquisition of CES, net of cash acquired							(48,416		)	—
Formation of Powder River Gateway joint venture							(37,000		)	—
Acquisition of BNN North Dakota, net of cash acquired	(95,000		)	—			—			(95,000		)
Sale of Tallgrass Crude Gathering	50,046			—			—			50,046
Distributions from unconsolidated investments in excess of cumulative earnings	36,502			27,308
Acquisition of Pawnee membership interest	(30,600		)	—
Contributions to unconsolidated investments	(22,513		)	(17,835		)
Acquisition of Pawnee Terminal							—			(30,600		)
Acquisition of 38% membership interest in Deeprock North	(19,500		)	—			—			(19,500		)
Acquisition of Rockies Express membership interest	—			(400,000		)
Acquisition of Terminals and NatGas	—			(140,000		)
Acquisition of Douglas Gathering System	—			(128,526		)
Other investing, net	(12,521		)	(13,986		)	246			(12,521		)
Net Cash Used in Investing Activities	(269,861		)	(727,034		)	(248,780		)	(269,861		)
Cash Flows from Financing Activities:
Borrowings under revolving credit facilities, net	242,000			332,000			230,000			242,000
Dividends paid to Class A shareholders							(176,279		)	(49,662		)
Distributions to noncontrolling interests	(198,837		)	(145,109		)	(122,495		)	(198,837		)
TGE LTIP shares tendered by employees to satisfy tax withholding obligations							(13,260		)	—
Acquisition of Pony Express membership interest	(50,000		)	—			—			(50,000		)
Dividends paid to Class A shareholders	(49,662		)	(32,813		)
Proceeds from public offering of TEP common units, net of offering costs	—			112,762
Proceeds from issuance of long-term debt	—			350,000
Partial exercise of call option	—			(72,381		)
Repurchase of TEP common units from TD	—			(35,335		)
Other financing, net	(2,462		)	(21,646		)	233			(2,462		)
Net Cash (Used in) Provided by Financing Activities	(58,961		)	487,478
Net Cash Used in Financing Activities							(81,801		)	(58,961		)
Net Change in Cash and Cash Equivalents	2,438			(1,586		)	(167		)	2,438
Cash and Cash Equivalents, beginning of period	2,593			2,459			9,596			2,593
Cash and Cash Equivalents, end of period	$	5,031		$	873		$	9,429		$	5,031

Schedule of Noncash Investing and Financing Activities:
Acquisition of additional TEP common units $ (2,365,501 ) $ —
Issuance of Class A shares $ 2,113,758
$ —
Issuance of Tallgrass Equity units $ 644,782
$ —
Acquisition of Rockies Express membership interest $ (393,039 ) $ —
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 $ 5,276
$ —



	Six Months Ended June 30,
	2019			2018
	(in thousands)

Schedule of Noncash Investing and Financing Activities:
Contribution of assets to Powder River Gateway joint venture	$	(122,504	)	$	—
Accruals for property, plant and equipment	$	22,051		$	5,276
Right-of-use assets obtained in exchange for operating lease obligations	$	9,654		$	—
Acquisition of additional TEP common units ^(a)(b)	$	—		$	(2,365,501	)
Issuance of Class A shares ^(a)	$	—		$	2,113,758
Issuance of Tallgrass Equity units^(b)	$	—		$	644,782
Acquisition of Rockies Express membership interest^(b)	$	—		$	(393,039	)
Issuance of noncontrolling interests in Deeprock Development in exchange for 62% membership interest in Deeprock North	$	—		$	(31,843	)
Contribution of 38% membership interest in Deeprock North to Deeprock Development	$	—		$	(19,500	)


^(a)	Represents the acquisition of additional TEP common units in exchange for Class A shares associated with the merger transaction with TEP.


^(b)	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.

TALLGRASS ENERGY, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business

Tallgrass Energy, LP ("TGE"), ~~formerly known as Tallgrass Energy GP, LP,~~ 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," "us," "our" and similar terms refer to TGE together with its consolidated subsidiaries.

Our operations are conducted through, and our operating assets are owned by, our direct and indirect subsidiaries, including Tallgrass Equity, LLC ("Tallgrass Equity"), in which we directly own an approximate ~~55.28%~~63.70% membership interest as of June 30, ~~2018.~~2019, and Tallgrass Energy Partners, LP ("TEP"), a wholly-owned subsidiary of Tallgrass Equity and its subsidiaries. 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.

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 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.

Natural Gas Transportation. We provide natural gas transportation and storage services for customers in the Rocky Mountain, Midwest and Appalachian regions of the United States through: (1) our 75% membership interest in Rockies Express Pipeline LLC ("Rockies Express"), which owns the Rockies Express Pipeline, a FERC-regulated natural gas pipeline system extending from Opal, Wyoming and Meeker, Colorado to Clarington, Ohio (the "Rockies Express Pipeline"), and our 100% membership interest in Tallgrass NatGas Operator, LLC ("NatGas"), which operates the Rockies Express Pipeline, (2) the Tallgrass Interstate Gas Transmission system, a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming (the "TIGT System"), and (3) the Trailblazer Pipeline system, a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska (the "Trailblazer Pipeline").

Crude Oil Transportation. We provide crude oil transportation to customers in Wyoming, Colorado, Kansas, and the surrounding regions through (1) Tallgrass Pony Express Pipeline, LLC ("Pony Express"), which owns a FERC-regulated crude oil pipeline commencing in both Guernsey, Wyoming and Weld County, Colorado and terminating in Cushing, Oklahoma (the "Pony Express System")~~. In~~ and (2) our 51% membership interest in Powder River Gateway, LLC ("Powder River Gateway"), which owns the ~~second quarter of 2018, Pony~~Powder River Express Pipeline ("PRE Pipeline"), a 70-mile FERC-regulated crude oil pipeline that transports crude oil from the Powder River Basin to Guernsey, Wyoming, the Iron Horse Pipeline ("Iron Horse Pipeline"), a 80-mile FERC-regulated crude oil pipeline placed into service ~~an extension of~~in May 2019 that transports crude oil from the ~~system from an additional origin point~~Powder River Basin to Guernsey, Wyoming, and crude oil terminal facilities in ~~Weld County, Colorado located near Platteville, Colorado.~~Guernsey, Wyoming.

Gathering, Processing & Terminalling. We provide natural gas gathering and processing services for customers in Wyoming through: (1) a natural gas gathering system in the Powder River Basin (the "Douglas Gathering System"), (2) natural gas processing facilities in Casper and Douglas, and (3) a natural gas treating facility at West Frenchie Draw. We also provide NGL transportation services in Northeast Colorado and Wyoming. We perform water business services, including freshwater transportation and produced water gathering and disposal, in Colorado, Texas, Wyoming, ~~and~~ North Dakota, and Ohio through BNN Water Solutions, LLC ("Water Solutions"), and crude oil storage and terminalling services through our 100% membership interest in Tallgrass Terminals, LLC ("Terminals"), which owns and operates crude oil terminals in Colorado, Oklahoma, and Kansas. The Gathering, Processing & Terminalling segment also includes Stanchion Energy, LLC ("Stanchion"), which transacts in crude oil.

Blackstone Acquisition

On March 11, 2019, pursuant to the terms of a previously announced definitive purchase agreement (the "Purchase Agreement"), dated January 30, 2019, entered into among acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners ("BIP" and, acquisition vehicles controlled by BIP, collectively, the "Sponsor Entities"), affiliates of Kelso & Co., affiliates of The ~~term "Terminals Predecessor" refers to Terminals~~Energy & Minerals Group, Tallgrass KC, LLC, an entity owned by certain members of our management, and the ~~term "NatGas Predecessor" refers to NatGas prior to their acquisition by TEP on January 1, 2017. Terminals Predecessor and NatGas Predecessor are collectively referred to as~~other sellers named therein (collectively, the ~~Predecessor Entities. Financial results for all prior periods have been recast to reflect the operations~~"Sellers"), certain of the ~~Predecessor Entities. Predecessor Equity as presented~~Sponsor Entities acquired from the Sellers (i) 100% of the membership interests in ~~the condensed consolidated financial statements represents the capital account activity of Terminals Predecessor and NatGas Predecessor prior to January 1, 2017.~~

~~Merger Agreement with Tallgrass Energy Partners, LP~~

~~TGE previously entered into a definitive Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), with Tallgrass Equity, Tallgrass Energy Partners, LP, a Delaware~~our general partner, (ii) 21,751,018 Class A shares representing limited ~~partnership~~partner interests ("~~TEP"~~Class A shares")~~, Tallgrass MLP GP, LLC, a Delaware~~ in us, (iii) 100,655,121 units representing limited liability company ~~and the general partner of TEP~~interests ("~~TEP GP"), and Razor Merger Sub, LLC, a Delaware limited liability company. The merger transaction contemplated by the Merger Agreement (the "TEP Merger"~~TE Units") was completed effective June 30, 2018, and as a result, 47,693,097 TEP common units held by the public were converted into the right to receive Class A shares of TGE at an exchange ratio of 2.0 Class A shares for each outstanding TEP common unit, TEP's incentive distribution rights were cancelled, TEP's common units are no longer publicly traded, and 100% of TEP's equity interests are now owned byin Tallgrass Equity, and ~~its subsidiaries. The TEP Merger~~(iv) 100,655,121 Class B shares representing limited partner interests ("Class B shares") in us, in exchange for aggregate consideration of approximately $3.2 billion in cash, which was ~~accounted for as an acquisition of noncontrolling interest. Following consummation~~paid to the Sellers (the "Blackstone Acquisition").

As a result of the ~~TEP Merger, TGE changed its name from "Tallgrass Energy GP, LP" to "Tallgrass Energy, LP"~~Blackstone Acquisition, BIP effectively controls our business and ~~began trading on~~affairs through the ~~New York Stock Exchange under~~ownership of 100% of the ~~ticker symbol "TGE" on July 2, 2018.~~membership interests in our general partner and the exercise of the rights of such sole member. Additionally, the Sponsor Entities collectively held an approximate 44.2% economic interest in us as of June 30, 2019.

2. Summary of Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements and related notes for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board's Accounting Standards Codification, the single source of accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP for annual periods. The condensed consolidated financial statements for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair statement of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. ~~Certain prior period amounts have been reclassified to conform to the current presentation.~~

Our financial results for the three and six months ended June 30, ~~2018~~2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2018.~~2019. The accompanying condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 ("~~2017~~2018 Form 10-K") filed with the SEC on February ~~13, 2018.~~8, 2019.

The condensed consolidated financial statements include the accounts of TGE and its subsidiaries and controlled affiliates. ~~Significant intra-entity~~Intra-entity items have been eliminated in the presentation. Net income or loss from consolidated subsidiaries that are not wholly-owned by TGE is attributed to TGE and noncontrolling interests in accordance with the respective ownership interests.

A variable interest entity ("VIE") is a legal entity that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has a variable interest that could be significant to the VIE and the power to direct the activities that most significantly impact the entity's economic performance. We have ~~presented separately in our condensed consolidated balance sheets, to~~no elements of other comprehensive income for the extent material, the liabilities of our consolidated VIEs for which creditors do not have recourse to our general credit. Our consolidated VIEs do not have material assets that can only be used to settle specific obligations of the consolidated VIEs. Prior to June 29, 2018, both Tallgrass Equity and TEP were considered to be VIEs under the applicable authoritative guidance and included in our consolidated results. As a result of the TEP Merger, and changes in ownership and their respective partnership arrangements, Tallgrass Equity and TEP are no longer considered to be VIEs. We continue to consolidate our membership interests in Tallgrass Equity and TEP through the voting interest model.

periods presented.

Use of Estimates

Certain amounts included in or affecting these condensed consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

~~Accounting Pronouncement Recently Adopted~~Income Taxes

~~Revenue Recognition~~

~~In May 2014,~~During the ~~FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a comprehensive and converged set~~six months ended June 30, 2019, we recognized an additional deferred tax asset of ~~principles-based revenue recognition guidelines which supersede the existing industry and transaction-specific standards. The core principle~~$123.1 million upon exercise of the ~~new guidance is that an entity should recognize revenue~~Exchange Right, as discussed in Note 11 – Partnership Equity, with respect to ~~depict~~21,751,018 Class B shares to Class A shares in connection with the ~~transfer~~Blackstone Acquisition discussed in Note 1 – Description of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, entities must apply a five-step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.Business.

Management has completed its evaluation and implemented the revised guidance using the modified retrospective method as of January 1, 2018. This approach allows us to apply the new standard to (i) all new contracts entered into after January 1, 2018 and (ii) all existing contracts for which all (or substantially all) of the revenue has not been recognized under legacy revenue guidance as of January 1, 2018 through a cumulative adjustment to members' equity. Consolidated revenues presented in the comparative consolidated financial statements for periods prior to January 1, 2018 have not been revised.

On January 1, 2018, we recorded a cumulative effect adjustment to equity of $44.1 million, increased the carrying amount of our investment in Rockies Express by $42.8 million, and recognized a receivable from Rockies Express of $1.3 million. These adjustments relate to the cumulative effect adjustment recorded by Rockies Express of $125.2 million upon adoption of ASC 606. The cumulative effect adjustment at Rockies Express arose asAs a result of the ~~allocation~~increased income allocated to TGE resulting from our increased ownership in TEP following the merger transaction effective June 30, 2018 and the exercise of the ~~transaction price to a series of individual performance obligations in certain long-term transportation contracts with tiered-pricing arrangements. The adjustment increases the carrying amount of~~Exchange Right effective March 11, 2019, our ~~investment in Rockies Express to reflect~~annual effective tax rate increased ~~equity in earnings and establishes a receivable~~from 8.94% for the ~~increased management fee revenue that would have been earned by NatGas during~~six months ended June 30, 2018 to 14.79% for the ~~periods prior to implementation.~~six months ended June 30, 2019.

~~Through our review process, we also identified~~

As discussed in Note 3 – Acquisitions, a newly formed indirect subsidiary of TGE acquired the ~~following changes to our revenue recognition policies that did not result in~~outstanding stock of an entity classified as a ~~cumulative effect adjustment on January~~C corporation for federal income tax purposes effective May 1, ~~2018:~~

~~Gathering & Processing.~~ We have determined that a number of our gathering & processing contracts at TMID do not represent customer arrangements under ASC 606. Instead, arrangements deemed to represent wellhead purchases of raw gas will be accounted for as supply arrangements pursuant to ASC 705.2019. As a result, ~~gathering & processing fees previously~~we recognized ~~in revenue will be reported as a reduction to cost~~approximately $53,000 of ~~sales under ASC 606.~~

~~Pipeline Loss Allowance.~~ ~~We have determined that pipeline loss allowance, or PLA, collected under certain crude oil transportation arrangements is a component of~~current income taxes during the transaction price where the PLA both significantly exceeds actual losses and was negotiated with the intent of providing a revenue stream to TEP. Under ASC 606, PLA barrels retained from customers will be subject to the guidance for noncash consideration and recognized in revenue at their contract inception fair value.

~~See Note 11 –~~ ~~Revenue from Contracts with Customers~~ for revenue disclosures related to both the implementation and the additional requirements prescribed by the standard. These new disclosures include information regarding the significant judgments used in evaluating when and how revenue is (or will be) recognized and data related to contract assets and liabilities.

three months ended June 30, 2019.

Accounting ~~Pronouncements Not Yet~~Pronouncement Recently Adopted

ASU No. 2016-02, "Leases (Topic 842)"

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 provides a comprehensive update to the lease accounting topic in the Codification intended to increase transparency and comparability among organizations by recognizing ~~lease~~right-of-use ("ROU") assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in ASU 2016-02 include a revised definition of a lease as well as certain scope exceptions. The changes primarily impact lessee accounting, while lessor accounting is largely unchanged from previous GAAP.

Management has completed its evaluation and implemented the revised guidance using the modified retrospective method as of January 1, 2019. This approach allows us to (i) initially apply ASC 842 at the adoption date, January 1, 2019 and (ii) continue reporting comparative periods presented in the financial statements in the period of adoption under ASC 840. Accordingly, we will not recast comparative periods in the condensed consolidated financial statements. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We have also elected the following practical expedients: (a) the land easement practical expedient, allowing us to carry forward our accounting treatment for existing land easements as property, plant and equipment, (b) the practical expedient for short-term leases, allowing us to not recognize ROU assets or lease liabilities for leases with a term of 12 months or less, and (c) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease.

Excluding ROU assets and lease liabilities relating to agreements between consolidated subsidiaries, adoption of the new standard resulted in the recognition of ROU assets of approximately $2.3 million, and current and non-current lease liabilities of approximately $0.6 million and $1.7 million, respectively, for operating leases as of January 1, 2019. Our accounting for finance leases remained substantially unchanged. The adoption of this guidance had no impact to our cash flows from operating, investing, or financing activities. For additional information see Note 13 – Leases.

Accounting Pronouncements Not Yet Adopted

ASU No. 2016-13, "Financial Instruments–Credit Losses (Topic 326)"

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326). ASU 2016-13 amends current measurement techniques used to estimate credit losses for financial assets. The amendments in ASU 2016-13 are effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of ~~our pending adoption of ASC 842. The status of our implementation is as follows:~~

~~Management has formed an implementation team that meets to discuss implementation challenges, technical interpretations, industry-specific treatment of certain contract types, and project status.~~

~~Management is in the process of gathering data and reviewing contracts in order to identify all impacted contracts.~~

~~Management is evaluating the potential information technology and internal control changes that will be required for adoption based on the findings from its contract review process.~~

~~Management plans to provide internal training and awareness related to the revised guidance to the key stakeholders throughout its organization.~~

~~The amendments in~~ ASU 2016-02 are effective for public entities for annual reporting periods beginning after December 15, 2018, and for interim periods within that reporting period. Early application is permitted. We plan to adopt ASU 2016-02 on January 1, 2019 using the modified retrospective method. ASC 842 provides for a number of practical expedients. We intend to elect the following practical expedients upon adoption of ASC 842:

•~~An entity need not reassess whether any expired or existing contracts are or contain leases.~~

•~~An entity need not reassess the lease classification for any expired or existing leases.~~

•~~An entity need not reassess initial direct costs for any existing leases.~~

~~An entity may elect to not assess whether existing or expired land easements that were not previously accounted for as leases are or contain a lease under ASC 842.~~

We are in the process of quantifying the impact of adoption, but we cannot reasonably estimate the full impact of the standard at this time. Additionally, we are currently evaluating our business processes, systems, and controls to ensure the accuracy and timeliness of the recognition and disclosure requirements under the new lease guidance.2016-13.

3. Acquisitions ~~and Dispositions~~

Acquisition of ~~Pawnee~~Central Environmental Services

~~On January 2, 2018, we~~In April 2019, BNN Eastern, LLC ("BNN Eastern"), a newly formed indirect subsidiary of TGE, entered into ~~an agreement~~a Stock Purchase Agreement to acquire all of the outstanding stock of CES Holding Company, Inc., which owns all of the issued and outstanding membership interests of K & H Partners LLC, a ~~51% membership interest~~company doing business as Central Environmental Services ("CES"). CES Holding Company, Inc. is a C corporation for federal income tax purposes and is considered a taxable entity for such purposes. CES owns and operates a salt water disposal facility located in the ~~Pawnee, Colorado crude oil terminal ("Pawnee") from Zenith Energy Terminals Holdings, LLC~~Utica and Marcellus area of Ohio. On May 1, 2019, the acquisition closed for cash consideration of approximately ~~$30.6 million. The transaction closed on April 1, 2018. As~~$52 million paid at closing, and the ~~51% membership interest does not represent~~issuance of a ~~controlling interest in Pawnee, our investment in Pawnee is recorded under the equity method of accounting and reported as "Unconsolidated investments" on the condensed consolidated balance sheets.~~

~~Acquisition of an Additional 25.01% Membership Interest in Rockies Express and Additional TEP Common Units~~

In February 2018, Tallgrass Development, LP ("TD") merged into Tallgrass Development Holdings, LLC, a wholly-owned subsidiary of Tallgrass Equity ("Tallgrass Development Holdings"), and as a result of the merger, Tallgrass Equity acquired a 25.01%7.65% membership interest in ~~Rockies Express and an additional 5,619,218 TEP common units. As consideration for~~BNN Eastern to one of the ~~acquisition, TGE and Tallgrass Equity issued 27,554,785 unregistered TGE Class B shares and Tallgrass Equity units, valued at~~sellers in the transaction. In addition, the transaction includes a potential earn out payment to the sellers of approximately ~~$644.8~~$3 million based on the ~~closing price on February 6, 2018, to the limited partners~~achievement of ~~TD. Subsequent to the closing of the transaction, our aggregate membership interest~~certain milestones during 2019, which is payable in ~~Rockies Express is 75%.~~

~~The transfer of the Rockies Express membership interest between TD and Tallgrass Equity is considered a transaction between entities under common control, but does not represent a change~~cash or in reporting entity. As a result of the common control nature of the transaction, the acquisition resulted in the recognition of a noncash deemed contribution representing the excess carrying value of the 25.01% membership interest in Rockies Express acquired over the fair value of the consideration paid. For further discussion, see Note 10 - ~~Partnership Equity~~. As the aggregate 75% membership interest does not represent a controlling interest in Rockies Express, TGE's investment in Rockies Express is recorded under the equity method of accounting and is reported as "Unconsolidated investments" on our condensed consolidated balance sheets. As a result of the common control nature of the transaction, the 25.01% membership interest in Rockies Express was transferred to Tallgrass Equity at TD's historical carrying amount, including the remaining unamortized basis difference driven by the difference between the fair value of the investment and the book value of the underlying assets and liabilities on November 13, 2012, the date of acquisition by TD. For additional ~~information, see Note 7 -~~ ~~Investments in Unconsolidated Affiliates.~~

The acquisition of an additional 5,619,218 TEP common units is considered an acquisition of noncontrolling interest and resulted in the recognition of a noncash deemed distribution representing the excess purchase price over the $53.8 million carrying value of the 5,619,218 TEP common units acquired as of February 7, 2018. For further discussion, see Note 10 - ~~Partnership Equity~~.

As of February 7, 2018, the negative basis difference in Rockies Express carried over from TD was approximately $376.5 million. The amount of the basis difference allocated to property, plant and equipment is accreted over 35 years, which equates to the 2.86% composite depreciation rate utilized by Rockies Express to depreciate the underlying property, plant and equipment. The amount allocated to long-term debt is amortized over the remaining life of the various debt facilities. At June 30, 2018, the basis difference for our membership interests in ~~Rockies Express was allocated as follows:~~

Basis Difference Amortization Period
(in thousands)
Long-term debt $ 48,571
2 - 25 years
Property, plant and equipment (1,166,141 ) 35 years
Total basis difference $ (1,117,570 )

~~Sale of Tallgrass Crude Gathering~~

In February 2018, we entered into an agreement with an affiliate of Silver Creek Midstream, LLC ("Silver Creek") to sell our 100% membership interest in Tallgrass Crude Gathering, LLC ("TCG"), which owns a 50-mile crude oil gathering system in the Powder River Basin, for approximately $50.0 million. The sale of TCG closed on February 23, 2018. During the six months ended June 30, 2018, we recognized a gain of $9.4 million on the sale which is presented in the line item "Gain on disposal of assets" in the condensed consolidated statements of income.

~~Iron Horse Joint Venture~~

In February 2018, we entered into an agreement with Silver Creek to form Iron Horse Pipeline, LLC ("Iron Horse"), a new joint venture pipeline to transport crude oil from the Powder River Basin. During the six months ended June 30, 2018, we contributed an initial $3.5 million and committed to funding our proportionate share of the remaining costs of construction in exchange for a 75% membership interest in Iron Horse. As the 75% membership interest does not represent a controlling interest in Iron Horse, our investment in Iron Horse is accounted for under the equity method of accounting and reported as "Unconsolidated investments" on the condensed consolidated balance sheets.

~~Acquisition of Additional 2% Membership Interest in Pony Express~~

In February 2018, we acquired the remaining 2% membership interest in Pony Express, along with administrative assets consisting primarily of information technology assets, from TD for cash consideration of approximately $60 million, bringing our aggregate membership interest in Pony Express to 100%. The acquisition of the remaining 2% membership interest in Pony Express represents a transaction between entities under common control and an acquisition of noncontrolling interests. As a result, financial information for periods prior to the transaction has not been recast to reflect the additional 2% membership interest.

~~Acquisition of~~ BNN ~~North Dakota~~

In January 2018, we acquired 100% of the membership interests in Buckhorn Energy Services, LLC and Buckhorn SWD Solutions, LLC, which were subsequently merged and renamed BNN North Dakota, LLC ("BNN North Dakota"), for approximately $95.0 million, net of cash acquired. BNN North Dakota owns a produced water gathering and disposal system in the Bakken basin with approximately 133,000 acres under dedication.Eastern. The transaction qualifies as an acquisition of a business and is accounted for as a business combination under ASC 805.

The following represents the provisional fair value of assets acquired and liabilities assumed (in thousands):


Accounts receivable	$	2,457			$	1,391
Inventory	67
Prepayments					67
Property, plant and equipment	48,900				6,900
Intangible asset	46,800			⁽¹⁾	35,800			⁽¹⁾
Accounts payable and accrued liabilities	(3,224		)		(1,518		)	⁽²⁾
Net identifiable assets acquired (excluding cash)	$	95,000
Deferred tax liability					(8,557		)
Net identifiable assets acquired					34,083
Goodwill					17,734
Net assets acquired (excluding cash)					$	51,817


⁽¹⁾	The ~~$46.8~~$35.8 million intangible asset acquired represents ~~three major~~ customer ~~relationships. This intangible asset~~relationships and is amortized on a straight-line basis over a period of 8 ~~- 14 years,~~years.


⁽²⁾	Includes the ~~remaining terms~~estimated fair value of the ~~underlying contracts at the time~~liability for contingent consideration of ~~acquisition.~~$0.7 million.

At ~~March 31, 2018,~~June 30, 2019, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. ~~No adjustments were made to these provisional amounts~~We are in the process of identifying and ~~the allocation of~~measuring all assets acquired and liabilities assumed in the acquisition within the measurement period. Such provisional amounts will be adjusted if necessary to reflect any new information about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of these amounts. The 7.65% equity interest in BNN Eastern held by noncontrolling interests was ~~considered final~~recorded at its acquisition date fair value of $3.4 million. The fair value of the noncontrolling interests were determined using a discounted cash flow analysis and adjusted for lack of control. These fair value measurements are based on significant inputs, such as forecasted cash flows and discount rates, that are not observable in the market and thus represent fair value measurements categorized within Level 3 of ~~June 30, 2018.~~ the fair value hierarchy under ASC 820. The goodwill recognized of $17.7 million is primarily attributed to synergies expected from combining the operations of TGE and CES. All the goodwill was assigned to our Gathering, Processing & Terminalling segment.

Actual revenue and net income attributable to TGE from ~~BNN North Dakota~~CES of ~~$6.4~~$2.1 million and ~~$0.3~~$0.1 million, respectively, was recognized in the accompanying condensed consolidated statements of income for the period from ~~January 12, 2018~~May 1, 2019 to June 30, ~~2018.~~2019.

Pro Forma Financial Information

Unaudited pro forma revenue and net income attributable to TGE for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 is presented below as if the acquisition of ~~BNN North Dakota~~CES had been completed on January 1, ~~2017.~~2018.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Revenue	$	212,687	$	197,068	$	413,668	$	378,772
Net income attributable to TGE	$	71,820	$	1,230	$	123,041	$	18,054

Six Months Ended June 30,
2018 2017
(in thousands)
Revenue $ 373,111
$ 309,893
Net income attributable to TGE $ 17,824
$ 20,606

The pro forma financial information is not necessarily indicative of what the actual results of operations or financial position of TGE would have been if the transaction had in fact occurred on the date or for the period indicated, nor does it purport to project the results of operations or financial position of TGE for any future periods or as of any date. The pro forma financial information does not give effect to any cost savings, operating synergies, or revenue enhancements expected to result from the transaction or the costs to achieve these cost savings, operating synergies, and revenue enhancements.

Joint Venture with Silver Creek

In February 2018, we entered into an agreement with Silver Creek Midstream, LLC ("Silver Creek") to form Iron Horse Pipeline, LLC ("Iron Horse"), which owns the Iron Horse Pipeline. Effective January 1, 2019, the joint venture between us and Silver Creek was expanded through contributions to Powder River Gateway, a newly formed entity. We contributed our 75% membership interest in Iron Horse with a carrying value of $35.6 million, $37 million in cash, and various other assets, including terminal facilities under construction in Guernsey, Wyoming, valued at $86.9 million. Silver Creek contributed the PRE Pipeline and related terminal facilities in Guernsey, Wyoming, as well as their 25% membership interest in Iron Horse. Following the expansion of the joint venture, we own a 51% membership interest in Powder River Gateway and continue to operate the joint venture, while Silver Creek owns a 49% membership interest in Powder River Gateway. As Silver Creek retained certain participating rights with respect to Powder River Gateway, the 51% membership interest does not represent a controlling interest in Powder River Gateway. Accordingly, our investment in Powder River Gateway is accounted for under the equity method of accounting and reported as "Unconsolidated investments" on the condensed consolidated balance sheets.

Consolidation of BNN Colorado

At December 31, 2018, the assets acquired and liabilities assumed were recorded at provisional amounts based on the preliminary purchase price allocation. No adjustments were made to these provisional amounts and the allocation of assets acquired and liabilities assumed in the acquisition was considered final as of June 30, 2019.

Acquisition of ~~Deeprock North and Merger with Deeprock Development~~NGL Water Solutions Bakken

In ~~January~~November 2018, we acquired ~~an approximate 38%~~100% of the membership ~~interest~~interests in ~~Deeprock North,~~NGL Water Solutions Bakken, LLC ("~~Deeprock North"~~NGL Water Solutions Bakken") ~~from Kinder Morgan Deeprock North Holdco LLC~~, a produced water disposal system in the Bakken basin, for cash consideration of ~~$19.5 million. Immediately following the acquisition, Deeprock North~~approximately $91.0 million, subject to working capital adjustments. NGL Water Solutions Bakken was subsequently merged into ~~Deeprock Development, LLC ("Deeprock Development"), and the members of Deeprock~~BNN North ~~and Deeprock Development received adjusted membership interests in the combined entity. As a result, we recognized additional noncontrolling interests in Deeprock Development of $31.8 million.~~Dakota. The transaction qualifies as an acquisition of ~~Deeprock North by Deeprock Development has been~~a business and is accounted for as ~~an asset acquisition, with substantially all of~~a business combination under ASC 805.

The following represents the fair value ~~allocated to the long-lived~~of assets acquired and liabilities assumed:



	Preliminary			Adjustments			Final
	(in thousands)
Accounts receivable	$	3,599		$	(3,599	)	$	—
Prepayments and other current assets	5			—			5
Property, plant and equipment	17,200			—			17,200
Intangible asset	54,000			—			54,000
Accounts payable and accrued liabilities	(949		)	644			(305		)
Net identifiable assets acquired	73,855			(2,955		)	70,900
Goodwill	17,145			2,955			20,100
Net assets acquired	$	91,000		$	—		$	91,000

At December 31, 2018, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on ~~their relative fair values. After~~the preliminary purchase price allocation. During the six months ended June 30, 2019, the preliminary purchase price allocation was adjusted for certain immaterial items related to working capital adjustments and the allocation of assets acquired and liabilities assumed in the acquisition was considered final as of June 30, 2019.

Acquisition of Plaquemines Liquids Terminal, LLC

In November 2018, we entered into a joint venture agreement with Drexel Hamilton Infrastructure Fund I, L.P. ("DHIF") to jointly own Plaquemines Liquids Terminal, LLC ("PLT"). PLT was formed with the intention of entering into agreements to develop a storage and ~~merger, we own an approximate 60%~~terminalling facility. If developed, the facility is expected to be capable of offering up to 20 million barrels of storage for both crude oil and refined products and export facilities capable of loading Suezmax and Very Large Crude Carriers vessels for international delivery. In connection with our acquisition of a 100% preferred membership interest and a 80% common membership interest in PLT, we recognized liabilities related to DHIF's right to receive special distributions totaling $35 million, of which $25 million is included in "Other current liabilities" and the ~~combined entity.~~remaining $10 million is included in "Other long-term liabilities and deferred credits" in the condensed consolidated balance sheets. The special distributions are contingent upon PLT reaching certain milestones in the development and construction of the project facilities. Also in November 2018, PLT entered into an agreement with the Plaquemines Port & Harbor Terminal District to lease the land site on which PLT expects to construct the facilities.

4. Related Party Transactions

As a result of our relationship with Tallgrass Energy Holdings, LLC ("Tallgrass Energy Holdings") and its affiliates, we have entered into a number of related party transactions. The following disclosure includes those related party transactions which are not otherwise disclosed in these notes to our condensed consolidated financial statements.

Prior to July 1, 2018, we had no employees, as all of our employees were employed by Tallgrass Management, LLC ("Tallgrass Management"), a wholly-owned subsidiary of Tallgrass Energy Holdings. In connection with the closing of the TEP initial public offering on May 17, 2013, TEP and TEP GP entered into an Omnibus Agreement with Tallgrass Energy Holdings and certain of its affiliates (the "TEP Omnibus Agreement"). The TEP Omnibus Agreement provides that, among other things, TEP will reimburse Tallgrass Energy Holdings and its affiliates for all expenses they incur and payments they make on TEP's behalf, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain centralized corporate functions performed by Tallgrass Energy Holdings and its affiliates, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology and human resources in each case to the extent reasonably allocable to TEP. In addition, in connection with the closing of the TGE initial public offering on May 12, 2015 (the "TGE IPO"), TGE entered into an Omnibus Agreement (the "TGE Omnibus Agreement") with Tallgrass Energy GP, LLC (formerly known as TEGP Management, LLC), Tallgrass Equity and Tallgrass Energy Holdings.

Effective July 1, 2018, Tallgrass Management was contributed to Tallgrass Equity following the TEP Merger. As a result, the costs of employer and director compensation and benefits are now incurred directly by Tallgrass Equity.

Totals of transactions with affiliated companies, excluding transactions disclosed elsewhere in these notes, are as follows:

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
(in thousands)
Processing and other revenues ⁽¹⁾
$ 1,869
$ 1,692
$ 3,765
$ 3,324
Cost of transportation services ⁽²⁾
$ —
$ 4,907
$ —
$ 9,414
Charges to TGE: ⁽³⁾

Property, plant and equipment, net $ —
$ 510
$ —
$ 803
Operations and maintenance $ —
$ 7,430
$ —
$ 13,707
General and administrative $ —
$ 11,095
$ —
$ 20,668



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Processing and other revenues ⁽¹⁾	$	1,907	$	1,869	$	3,810	$	3,765
Cost of transportation services ⁽²⁾	$	520	$	—	$	520	$	—


⁽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~~.

⁽³⁾

~~Charges to TGE, inclusive of Tallgrass Equity~~ and ~~TEP, include indirectly charged wages and salaries, other compensation and benefits, and shared~~terminalling services ~~for periods prior to January 1, 2018. Effective January 1, 2018, these costs are incurred~~provided by ~~TEP directly and, in the case of certain employee compensation and benefits, paid on TEP's behalf by its affiliate, Tallgrass Management, LLC, pursuant to the TEP Omnibus Agreement.~~Powder River Gateway.

Details of balances with affiliates included in ~~"Receivable from related parties" and~~ "Accounts ~~payable to related parties"~~receivable, net" in the condensed consolidated balance sheets are as follows:



	June 30, 2019		December 31, 2018
	(in thousands)
Receivable from related parties:
Rockies Express Pipeline LLC	$	3,280	$	3,447
Powder River Gateway, LLC	497		—
Pawnee Terminal, LLC	110		115
Iron Horse Pipeline, LLC	—		186
Total receivable from related parties	$	3,887	$	3,748

June 30, 2018 December 31, 2017
(in thousands)
Receivable from related parties:
Rockies Express Pipeline LLC $ 2,686
$ 1,340
Iron Horse Pipeline, LLC 120
—
Pawnee Terminal, LLC 117
—
Total receivable from related parties $ 2,923
$ 1,340
Accounts payable to related parties:
Tallgrass Operations, LLC ⁽¹⁾
$ —
$ 5,342
Total accounts payable to related parties $ —
$ 5,342


⁽¹⁾	Reflects accounts payable for charges to TGE, 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.

~~Gas~~Details of gas imbalances with affiliated shippers included in "Prepayments and other current assets" and "Other current liabilities" in the condensed consolidated balance sheets are as follows:



	June 30, 2019		December 31, 2018
	(in thousands)
Affiliate gas imbalance receivables	$	39	$	19
Affiliate gas imbalance payables	$	1,163	$	742

June 30, 2018 December 31, 2017
(in thousands)
Affiliate gas imbalance receivables $ 172
$ 18
Affiliate gas imbalance payables $ —
$ 442

5. Inventory

The components of inventory at June 30, ~~2018~~2019 and December 31, ~~2017~~2018 consisted of the following:



	June 30, 2019		December 31, 2018
	(in thousands)
Crude oil	$	21,790	$	23,205
Materials and supplies	7,667		8,206
Gas in underground storage	2,663		2,740
Natural gas liquids	549		165
Total inventory	$	32,669	$	34,316

June 30, 2018 December 31, 2017
(in thousands)
Crude oil $ 11,501
$ 12,792
Materials and supplies 6,310
5,891
Natural gas liquids 471
942
Gas in underground storage 2,781
1,984
Total inventory $ 21,063
$ 21,609

6. Property, Plant and Equipment

A summary of net property, plant and equipment by classification is as follows:



	June 30, 2019			December 31, 2018
	(in thousands)
Crude oil pipelines	$	1,314,055		$	1,313,976
Gathering, processing and terminalling assets	912,812			889,168
Natural gas pipelines	621,917			607,343
General and other ⁽¹⁾	164,356			180,299
Construction work in progress	238,077			191,994
Accumulated depreciation and amortization	(430,252		)	(380,351		)
Total property, plant and equipment, net	$	2,820,965		$	2,802,429

June 30, 2018 December 31, 2017
(in thousands)
Crude oil pipelines $ 1,287,894
$ 1,220,379
Gathering, processing and terminalling assets ⁽¹⁾
774,856
675,092
Natural gas pipelines 592,439
581,400
General and other 124,627
98,680
Construction work in progress 154,492
97,978
Accumulated depreciation and amortization (339,245 ) (279,192 )
Total property, plant and equipment, net $ 2,595,063
$ 2,394,337


⁽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 13 – Leases.

7. Investments in Unconsolidated Affiliates

Our investment in Rockies Express is recorded under the equity method of accounting and is reported as "Unconsolidated investments" on our condensed consolidated balance sheets. During the six months ended June 30, ~~2018,~~2019, we recognized equity in earnings associated with our ~~aggregate~~ 75% membership interest in Rockies Express of ~~$143.3~~$182.9 million, inclusive of the amortization of the negative basis difference, and received distributions from and made contributions to Rockies Express of ~~$179.6~~$235.1 million and ~~$4.5~~$43.6 million, respectively. ~~As discussed in Note 3 –~~ ~~Acquisitions and Dispositions, we acquired an additional~~ ~~25.01%~~ ~~membership interest in Rockies Express in February 2018.~~

~~In July 2018, we made a special contribution of approximately $412.5 million to fund our portion of the repayment of Rockies Express' $550 million of 6.85% senior notes due July 15, 2018.~~

Summarized financial information for Rockies Express is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Revenue	$	232,323	$	227,615	$	463,084	$	457,673
Operating income	$	134,311	$	130,034	$	266,721	$	258,712
Net income to Members	$	117,635	$	88,663	$	221,244	$	179,631

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
(in thousands)
Revenue $ 227,615
$ 207,149
$ 457,673
$ 408,487
Operating income $ 130,034
$ 112,703
$ 258,712
$ 220,072
Net income to Members $ 88,663
$ 70,945
$ 179,631
$ 137,195
Rockies Express Senior Notes Offering

On April 12, 2019, Rockies Express and U.S. Bank, National Association, as trustee, entered into an Indenture pursuant to which Rockies Express issued $550 million in aggregate principal amount of 4.95% senior notes due 2029. Substantially all of the net proceeds received by Rockies Express from the senior notes offering were used to repay Rockies Express' $525 million term loan facility.

8. Goodwill

Reconciliation of Goodwill

The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period:



	Natural Gas Transportation		Gathering, Processing & Terminalling			Total
	(in thousands)
Balance at December 31, 2018	$	255,558	$	166,425		$	421,983
Goodwill acquired	—		17,734		⁽¹⁾	17,734
Other adjustments	—		2,955		⁽²⁾	2,955
Balance at June 30, 2019	$	255,558	$	187,114		$	442,672


⁽¹⁾	The $17.7 million of goodwill was recorded in connection with the acquisition of CES on May 1, 2019 as discussed further in Note 3 – Acquisitions.


⁽²⁾	The $3.0 million goodwill adjustment was recorded in connection with a purchase price allocation adjustment related to the NGL Water Solutions Bakken acquisition as discussed further in Note 3 – Acquisitions.

9. Risk Management

Stanchion engages in the business of trading energy related products and services, which exposes us to market variables and commodity price risk. We may enter into physical contracts or financial instruments with the objective of realizing a positive margin from the purchase and sale of these commodity-based instruments. We have a comprehensive risk management policy for Stanchion adopted by the board of directors of our general partner and a Risk Management Committee responsible for the overall management of credit risk and commodity risk at Stanchion, including establishing and monitoring exposure limits. We also occasionally enter into derivative contracts with third parties for the purpose of hedging exposures that accompany our normal business activities.

Our normal business activities directly and indirectly expose us to risks associated with changes in the market price of crude oil and natural gas, among other commodities. For example, the risks associated with changes in the market price of crude oil and natural gas include, among others (i) pre-existing or anticipated physical crude oil and natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. We have elected not to apply hedge accounting and changes in the fair value of all derivative contracts are recorded in earnings in the period in which the change occurs.

Fair Value of Derivative Contracts

The following table summarizes the fair values of our derivative contracts included in the condensed consolidated balance sheets:



	Balance Sheet Location	June 30, 2019		December 31, 2018
		(in thousands)
Crude oil derivative contracts ⁽¹⁾	Prepayments and other current assets	$	1,843	$	3,526
Crude oil derivative contracts ⁽²⁾	Other current liabilities	$	17	$	1,642

Balance Sheet
Location June 30, 2018 December 31, 2017
(in thousands)
Crude oil derivative contracts ⁽¹⁾
Current liabilities $ 1,143
$ 2,368


⁽¹⁾	As of June 30, 2019 and December 31, 2018, the amount shown represents the fair value ~~shown for~~of crude oil derivative contracts for the forward purchase of 1,709,914 and 2,105,146 barrels of crude oil, respectively, consisting of fixed price and floating price contracts, which will settle throughout 2019 and 2020.

⁽²⁾

As of June 30, 2019 and December 31, 2018, the amount shown represents the fair value of crude oil derivative contracts for the forward sale of ~~121,000~~1,416,008 and 1,274,500 barrels of crude oil, respectively, consisting of fixed price and floating price contracts, which will settle throughout the third quarter of 2018. As of December 31, 2017, the fair value shown for crude oil derivative contracts represents the forward sale of 356,000 barrels of crude oil which settled in the first quarter of 2018.2019 and 2020.

Effect of Derivative Contracts in the Statements of Income

The following table summarizes the impact of derivative contracts not designated as hedging contracts for the three and six months ended June 30, ~~2018~~2019 and ~~2017:~~2018:



	Location of gain recognized in income on derivatives	Amount of gain recognized in income on derivatives
		Three Months Ended June 30,				Six Months Ended June 30,
		2019		2018		2019		2018
		(in thousands)
Crude oil derivative contracts	Sales of natural gas, NGLs, and crude oil	$	14,584	$	2,935	$	26,057	$	7,230

Location of gain (loss) recognized
in income on derivatives Amount of gain (loss) recognized in income on derivatives
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
(in thousands)
Crude oil derivative contracts Sales of natural gas, NGLs, and crude oil $ 2,935
$ 227
$ 7,230
$ 890
Natural gas derivative contracts Sales of natural gas, NGLs, and crude oil $ —
$ (67 ) $ —
$ 106
Call option derivative Other income, net $ —
$ —
$ —
$ 1,885

~~Call Option Derivative~~

As part of our acquisition of an additional 31.3% membership interest in Pony Express effective January 1, 2016, TD granted TEP an 18 month call option at an exercise price of $42.50 per TEP common unit covering the 6,518,000 TEP common units issued to TD as a portion of the consideration. On February 1, 2017, we exercised the remainder of the call option covering an additional 1,703,094 TEP common units for a cash payment of $72.4 million. These TEP common units were deemed canceled upon the exercise of the call option and as of the applicable exercise date were no longer issued and outstanding.

Credit Risk

We have counterparty credit risk as a result of our use of derivative contracts. Counterparties to our commodity derivatives consist of market participants and major financial institutions. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. ~~The counterparty to our call option derivative was TD.~~

Our derivative contracts are entered into with counterparties through central trading organizations such as futures, options or stock exchanges or counterparties outside of central trading organizations. While we typically enter into derivative transactions with investment grade counterparties and actively monitor their credit ratings, it is nevertheless possible that from time to time losses will result from counterparty credit risk in the future. ~~As of June 30, 2018, the fair value of~~The maximum potential exposure to credit losses on our crude oil derivative contracts ~~were in a liability position resulting in no credit exposure from our counterparties as of that date.~~at June 30, 2019 was:



	Asset Position
	(in thousands)
Gross	$	1,843
Netting agreement impact	—
Cash collateral held	—
Net exposure	$	1,843

As of June 30, ~~2018 and December 31, 2017,~~2019, we had ~~$1.1~~$1.4 million ~~and $3.0 million, respectively,~~ of cash in margin accounts ~~and outstanding letters~~in support of ~~credit~~our commodity derivative contracts. As of December 31, 2018, we did not have any cash in margin accounts in support of our commodity derivative contracts.

Fair Value

Derivative assets and liabilities are measured and reported at fair value. Derivative contracts can be exchange-traded or over-the-counter ("OTC"). OTC commodity derivatives are valued using models utilizing a variety of inputs including contractual terms and commodity and interest rate curves. The selection of a particular model and particular inputs to value an OTC derivative contract depends upon the contractual terms of the instrument as well as the availability of pricing information in the market. We use similar models to value similar instruments. For OTC derivative contracts that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. Such contracts are typically classified within Level 2 of the fair value hierarchy. The call option granted by TD was valued using a Black-Scholes option pricing model. Key inputs to the valuation model included the term of the option, risk free rate, the exercise price and current market price, expected volatility and expected distribution yield of the underlying units. The call option valuation was classified within Level 2 of the fair value hierarchy as the value was based on significant observable inputs.

The following table summarizes the fair value measurements of our derivative contracts as of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, based on the fair value hierarchy:



			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)
	(in thousands)
As of June 30, 2019:
Crude oil derivative contracts	$	1,843	$	—	$	1,843	$	—
As of December 31, 2018:
Crude oil derivative contracts	$	3,526	$	—	$	3,526	$	—
			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)
	(in thousands)
As of June 30, 2019:
Crude oil derivative contracts	$	17	$	—	$	17	$	—
As of December 31, 2018:
Crude oil derivative contracts	$	1,642	$	—	$	1,642	$	—

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)
(in thousands)
As of June 30, 2018:
Crude oil derivative contracts $ 1,143
$ —
$ 1,143
$ —
As of December 31, 2017:
Crude oil derivative contracts $ 2,368
$ —
$ 2,368
$ —

9.10. Long-term Debt

~~Long-term~~Our long-term debt is held at TEP and consisted of the following at June 30, ~~2018~~2019 and December 31, ~~2017:~~2018:

June 30, 2018 December 31, 2017
(in thousands)
Tallgrass Equity revolving credit facility $ 125,000
$ 146,000
TEP revolving credit facility 924,000
661,000
TEP 5.50% senior notes due September 15, 2024 750,000
750,000
TEP 5.50% senior notes due January 15, 2028 750,000
750,000
Less: Deferred financing costs, net ⁽¹⁾
(17,000 ) (17,737 )
Plus: Unamortized premium on 2028 Notes 3,555
3,730
Total long-term debt, net $ 2,535,555
$ 2,292,993



	June 30, 2019			December 31, 2018
	(in thousands)
Revolving credit facility	$	1,454,000		$	1,224,000
4.75% senior notes due October 1, 2023	500,000			500,000
5.50% senior notes due September 15, 2024	750,000			750,000
5.50% senior notes due January 15, 2028	750,000			750,000
Less: Deferred financing costs, net ⁽¹⁾	(19,714		)	(21,421		)
Plus: Unamortized premium on 2028 Notes	3,204			3,379
Total long-term debt, net	$	3,437,490		$	3,205,958


⁽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~~facility are presented in noncurrent assets on our condensed consolidated balance sheets.

~~TEP~~

Senior Unsecured Notes ~~due 2028~~

On ~~September 15, 2017,~~February 27, 2019, TEP and Tallgrass Energy Finance Corp. ~~(the "Co-Issuer" and together with TEP,~~(together, the "Issuers"), together with the ~~Guarantors named therein~~TEP subsidiary guarantors party thereto (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), entered into ansupplemental indentures (the "Supplemental Indentures") to amend certain provisions of each of (i) the Indenture governing the 4.75% senior notes due 2023 (the "2023 Notes"), dated as of September ~~15, 2017 (the "2028 Indenture") pursuant to which~~26, 2018, among the Issuers, ~~issued $500 million in aggregate principal amount~~the Guarantors and Trustee, (ii) the Indenture governing the 5.50% senior notes due 2024 (the "2024 Notes"), dated as of September 1, 2016, among the Issuers, the Guarantors and the Trustee, and (iii) the Indenture governing the 5.50% senior notes due 2028 (the "2028 Notes")~~. On December 11, 2017, the Issuers issued an additional $250 million in aggregate principal amount~~, dated as of ~~the 2028 Notes, which are also governed by the 2028 Indenture. The notes issued on~~ September 15, 2017, among the Issuers, the Guarantors and ~~December 11, 2017~~the Trustee (collectively, the "Indentures"). The Supplemental Indentures (a) amended the defined term "Change of Control" in each Indenture to provide that the Blackstone Acquisition did not constitute a Change of Control under such Indenture, (b) changed the definition of "Qualifying Owners" in the applicable Indenture to provide that Blackstone Infrastructure Partners L.P., Vencap Holdings (1992) Pte. Ltd. and their respective affiliates, funds, holding companies and investment vehicles, among others, are ~~treated as a single class of debt securities~~Qualifying Owners under such Indenture, and ~~have identical~~(c) added to, amended, supplemented or changed certain other defined terms ~~other than~~contained in each Indenture related to the ~~issue date and offering price.~~foregoing.

The 2023 Notes, 2024 Notes, and 2028 ~~Indenture contains covenants that, among other things, limit TEP's ability and~~Notes are together referred to as the ability of its restricted subsidiaries to: (i) create liens to secure indebtedness; (ii) enter into sale-leaseback transactions; and (iii) consolidate with or merge with or into, or sell substantially all TEP's properties to, another person."Senior Notes." As of June 30, ~~2018,~~2019, TEP was in compliance with the covenants required under the ~~2028 Notes.~~Indentures.

~~TEP Senior Unsecured Notes due 2024~~

On September 1, 2016, the Issuers, the Guarantors named therein and U.S. Bank, National Association, as trustee, entered into an Indenture dated September 1, 2016 (the "2024 Indenture"), pursuant to which the Issuers issued $400 million in aggregate principal amount of 5.50% senior notes due 2024 (the "2024 Notes"). On May 16, 2017, the Issuers issued an additional $350 million in aggregate principal amount of the 2024 Notes which are also governed by the 2024 Indenture. The notes issued on September 1, 2016 and May 16, 2017 are treated as a single class of debt securities and have identical terms, other than the issue date, offering price and first interest payment date.

The 2024 Indenture contains covenants that, among other things, limit TEP's ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue preferred units; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests in the event of default or noncompliance with the covenants required, repurchase equity securities or redeem subordinated securities; (iv) make investments; (v) restrict distributions, loans or other asset transfers from TEP's restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of TEP's properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates. As of June 30, 2018, TEP was in compliance with the covenants required under the 2024 Notes.

~~Tallgrass Equity~~ Revolving Credit Facility

The following table sets forth the available borrowing capacity under ~~the Tallgrass Equity~~our revolving credit facility as of June 30, ~~2018~~2019 and December 31, ~~2017:~~2018:



	June 30, 2019			December 31, 2018
	(in thousands)
Total capacity under the revolving credit facility	$	2,250,000		$	2,250,000
Less: Outstanding borrowings under the revolving credit facility	(1,454,000		)	(1,224,000		)
Less: Letters of credit issued under the revolving credit facility	(94		)	(94		)
Available capacity under the revolving credit facility	$	795,906		$	1,025,906

June 30, 2018 December 31, 2017
(in thousands)
Total capacity under the Tallgrass Equity revolving credit facility $ 150,000
$ 150,000
Less: Outstanding borrowings under the Tallgrass Equity revolving credit facility (125,000 ) (146,000 )
Available capacity under the Tallgrass Equity revolving credit facility $ 25,000
$ 4,000

In connection with the TGE IPO, Tallgrass Equity entered into a $150 million senior secured revolving credit facility with Barclays Bank PLC, as administrative agent, and a syndicate of lenders, which will mature on May 12, 2020. Among various other covenants and restrictive provisions, Tallgrass Equity is required to maintain a total leverage ratio of not more than 3.00 to 1.00. As of June 30, 2018, Tallgrass Equity was in compliance with the covenants required under the revolving credit facility.

The unused portion of the revolving credit facility is subject to a commitment fee of 0.50%. As of June 30, 2018, the weighted average interest rate on outstanding borrowings under the Tallgrass Equity revolving credit facility was 4.59%. During the six months ended June 30, 2018, Tallgrass Equity's weighted average effective interest rate, including the interest on outstanding borrowings, commitment fees, and amortization of deferred financing costs, was 4.74%.

On ~~July 26, 2018, Tallgrass Equity repaid all outstanding borrowings and terminated its revolving credit facility.~~

~~TEP Revolving Credit Facility~~

~~The following table sets forth the available borrowing capacity under the TEP revolving credit facility as of June 30, 2018 and December 31, 2017:~~

June 30, 2018 December 31, 2017
(in thousands)
Total capacity under the TEP revolving credit facility $ 1,750,000
$ 1,750,000
Less: Outstanding borrowings under the TEP revolving credit facility (924,000 ) (661,000 )
Less: Letters of credit issued under the TEP revolving credit facility (94 ) (94 )
Available capacity under the TEP revolving credit facility $ 825,906
$ 1,088,906

~~On July 26, 2018,~~February 22, 2019, TEP and certain of its subsidiaries entered into a Consent and Amendment No. 12 to the Second Amended and Restated Credit Agreement (the ~~"Amendment"~~"Consent and Amendment") ~~to its existing revolving credit facility~~ with Wells Fargo Bank, National Association, as administrative agent, and ~~collateral agent,~~the required lenders party thereto. The Consent and ~~a syndicate~~Amendment modified that certain Second Amended and Restated Credit Agreement dated as of ~~lenders (the~~June 2, 2017, as previously amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of July 26, 2018 (as amended, the "Credit Agreement"). The Credit Agreement governs our revolving credit facility.

In the Consent and Amendment, ~~modified certain provisions~~the required lenders under the Credit Agreement (i) consented to the Blackstone Acquisition pursuant to the terms and conditions of the Purchase Agreement, (ii) agreed that no Default (as defined in the Credit Agreement) under the Credit Agreement, if any, that may have resulted from a Change in Control (as defined in the Credit Agreement) caused by the consummation of the Blackstone Acquisition pursuant to the terms and conditions set forth in the Purchase Agreement will be deemed to have occurred, and (iii) agreed to modify the definition of "Permitted Holders" in Section 1.01 of the Credit Agreement (which is used in the definition of Change in Control) to ~~among other things, (i) increase~~reflect the ~~available amount~~change in ownership as a result of the TEP revolving credit facility to $2.25 billion, (ii) reduce certain applicable margins in the pricing grids used to determine the interest rate and revolving credit commitment fees, (iii) modify the use of proceeds to allow TEP to pay off the Tallgrass Equity revolving credit facility, and (iv) increase the maximum total leverage ratio to 5.50 to 1.00.Blackstone Acquisition.

TEP's revolving credit facility contains various covenants and restrictive provisions that, among other things, limit or restrict TEP's ability (as well as the ability of its restricted subsidiaries) to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions, including distributions from available cash, if a default or event of default under the credit agreement then exists or would result therefrom, change the nature of its business, engage in certain mergers or make certain investments and acquisitions, enter into non-arms-length transactions with affiliates and designate certain subsidiaries as "Unrestricted Subsidiaries." In addition, TEP is required to maintain a consolidated leverage ratio of not more than 5.50 to 1.00 (5.00 to 1.00 prior to the Amendment), a consolidated senior secured leverage ratio of not more than 3.75 to 1.00 and a consolidated interest coverage ratio of not less than 2.50 to 1.00. As of June 30, ~~2018,~~2019, TEP was in compliance with the covenants required under its revolving credit facility.

~~The unused portion of TEP's revolving credit facility is subject to a commitment fee, which ranges from 0.250% to 0.375% (0.250% to 0.500% prior to the Amendment), based on TEP's total leverage ratio.~~ As of June 30, ~~2018,~~2019, the weighted average interest rate on outstanding borrowings under the ~~TEP~~ revolving credit facility was ~~3.84%~~3.90%. During the six months ended June 30, ~~2018,~~2019, the weighted average effective interest rate under the ~~TEP~~ revolving credit facility, including the interest on outstanding borrowings under ~~TEP's~~the revolving credit facility, commitment fees, and amortization of deferred financing costs, was ~~4.05%~~4.46%.

Fair Value

The following table sets forth the carrying amount and fair value of ~~our~~ long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, but for which fair value is disclosed:



	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
	(in thousands)
As of June 30, 2019:
Revolving credit facility	$	—	$	1,454,000	$	—	$	1,454,000	$	1,454,000
2023 Notes	$	—	$	508,020	$	—	$	508,020	$	495,177
2024 Notes	$	—	$	775,740	$	—	$	775,740	$	741,954
2028 Notes	$	—	$	759,075	$	—	$	759,075	$	746,359
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	$	—	$	737,745	$	—	$	737,745	$	741,196
2028 Notes	$	—	$	726,503	$	—	$	726,503	$	746,159

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
(in thousands)
As of June 30, 2018:
Revolving credit facilities $ —
$ 1,049,000
$ —
$ 1,049,000
$ 1,049,000
2024 Notes $ —
$ 764,783
$ —
$ 764,783
$ 740,587
2028 Notes $ —
$ 741,053
$ —
$ 741,053
$ 745,968
As of December 31, 2017:
Revolving credit facilities $ —
$ 807,000
$ —
$ 807,000
$ 807,000
2024 Notes $ —
$ 771,645
$ —
$ 771,645
$ 739,824
2028 Notes $ —
$ 758,168
$ —
$ 758,168
$ 746,169

The long-term debt borrowed under the revolving credit ~~facilities~~facility is carried at amortized cost. As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the fair value of borrowings under the revolving credit ~~facilities~~facility approximates the carrying amount of the borrowings using a discounted cash flow analysis. The ~~2024 and 2028~~Senior Notes are carried at amortized cost, net of deferred financing costs. The estimated fair value of the ~~2024 and 2028~~Senior Notes is based upon quoted market prices adjusted for illiquid markets. We are not aware of any factors that would significantly affect the estimated fair value subsequent to June 30, ~~2018.~~2019.

~~10.~~11. Partnership Equity

TGE Dividends to Holders of Class A Shares

The following table details the dividends for the periods indicated:

Three Months Ended Date Paid Dividends to Class A Shareholders Dividend per Class A Share
(in thousands, except per share amounts)
June 30, 2018
August 14, 2018 ⁽¹⁾
$ 77,052
$ 0.4975
March 31, 2018 May 15, 2018 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)
June 30, 2019	August 14, 2019 ⁽¹⁾	$	96,767	$	0.5400
March 31, 2019	May 15, 2019	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 dividend announced on July ~~9, 2018~~11, 2019 for the second quarter of ~~2018~~2019 will be paid on August 14, ~~2018~~2019 to Class A shareholders of record at the close of business on July 31, ~~2018.~~2019.

~~Subsidiary Distributions~~

~~TEP Distributions. The following table shows the distributions for the periods indicated:~~

Distributions Distribution
per Limited
Partner Common Unit
Limited Partner
Common Units General Partner
Three Months Ended Date Paid Incentive Distribution Rights General Partner Units Total
(in thousands, except per unit amounts)
March 31, 2018 May 15, 2018 $ 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

As a result of the TEP Merger, Tallgrass Equity and its wholly-owned subsidiary, Tallgrass Equity Investments, LLC, will receive all distributions paid by TEP for the second quarter of 2018 and subsequent periods.

Exchange Rights

Our current Class B shareholders (collectively, the "Exchange Right Holders") own an equal number of Tallgrass Equity units. The Exchange Right Holders, and any permitted transferees of their Tallgrass Equity units, each have the right to exchange all or a portion of their Tallgrass Equity units for Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party.

~~TEP Equity Distribution Agreements~~

TEP was previously a party to equity distribution agreements pursuant to which it sold from time to time through a group of managers, as its sales agents, TEP common units representing limited partner interests. Following the TEP Merger, these agreements were terminated effective July 2, 2018. During the six months ended June 30, ~~2018, TEP did not issue any common units under its equity distribution agreements. During the six months ended June 30, 2017, TEP~~2019, 21,751,018 Class A shares were issued and ~~sold 2,341,061 common units with~~an equal number of Class B shares were cancelled as a weighted average sales price of $48.82 per unit under its equity distribution agreements for net cash proceeds of approximately $112.8 million (net of approximately $1.5 million in commissions and professional service expenses).

~~Repurchase of TEP Common Units Owned by TD~~

Following an offer received from TD with respect to TEP common units owned by TD not subject to the call option, TEP repurchased 736,262 TEP common units from TD at an aggregate price of approximately $35.3 million, or $47.99 per common unit, on February 1, 2017, which was approved by the conflicts committeeresult of the ~~board~~exercise of ~~directors~~the Exchange Right.

Following the Blackstone Acquisition that closed on March 11, 2019 discussed in Note 1 – Description of ~~TEP's general partner. These common units were deemed canceled upon TEP's purchase~~Business, the Exchange Rights Holders consist of certain of the Sponsor Entities and ascertain members of ~~such transaction date were no longer issued and outstanding.~~our management.

Noncontrolling Interests

As of June 30, ~~2018,~~2019, noncontrolling interests in our subsidiaries consisted of a ~~44.72%~~36.30% interest in Tallgrass Equity held by the Exchange Right Holders, ~~and~~as well as noncontrolling interests in certain subsidiaries held by unaffiliated third parties, including an approximate 40% membership interest in Deeprock ~~Development.~~ Development, LLC ("Deeprock Development"), an approximate 25% membership interest in BNN West Texas, LLC ("BNN West Texas"), a 37% membership interest in BNN Colorado Water, LLC ("BNN Colorado"), a 20% common membership interest in PLT, and an approximate 8% membership interest in BNN Eastern. During the six months ended June 30, 2019, we recognized contributions from and distributions to noncontrolling interests of $1.3 million and $122.5 million, respectively. Distributions to noncontrolling interests consisted of Tallgrass Equity distributions to the Exchange Right Holders of $118.6 million and distributions to Deeprock Development, BNN West Texas, and BNN Colorado noncontrolling interests of $3.9 million in the aggregate.

During the six months ended June 30, 2018, we recognized contributions from and made distributions to noncontrolling interests of $0.2 million and $198.8 million, respectively. ~~Contributions from noncontrolling interests consisted primarily of contributions from TD to Pony Express.~~ Distributions to noncontrolling interests consisted of ~~distributions to TEP unitholders of $97.7 million,~~ Tallgrass Equity distributions to the Exchange Right Holders of $98.2 million, distributions to TEP unitholders of $97.7 million, and distributions to Deeprock Development and Pony Express noncontrolling interests of $2.9 ~~million.~~

~~During~~million in the six months ended June 30, 2017, we recognized contributions from and distributions to noncontrolling interests of $0.9 million and $145.1 million, respectively. Contributions from noncontrolling interests consisted primarily of contributions from TD to Pony Express. Distributions to noncontrolling interests consisted of distributions to TEP unitholders of $86.3 million, Tallgrass Equity distributions to the Exchange Right Holders of $56.0 million and distributions to Pony Express noncontrolling interests of $2.8 million.

aggregate.

Other Contributions and Distributions

During the six months ended June 30, 2018, TGE recognized the following other contributions and distributions:

TGE was deemed to have made a noncash capital distribution of $198.0 million, which represents the excess purchase price over the $53.8 million carrying value of the 5,619,218 TEP common units acquired as of February 7, 2018; ~~and~~

TGE was deemed to have received a noncash capital contribution of $108.5 million, which represents the excess carrying value of the 25.01% membership interest in Rockies Express acquired as of February 7, 2018 over the fair value of the consideration ~~paid.~~paid; and


•	TEP was deemed to have made a noncash capital distribution of $16.2 million, which represents the excess purchase price over the $33.8 million carrying value of the additional 2% membership interest in Pony Express acquired as of February 1, 2018.

Share-Based Compensation

~~During~~The Blackstone Acquisition discussed in Note 1 – Description of Business constituted a change in control event under certain Equity Participation Share agreements outstanding under the LTIP plan, resulting in the accelerated vesting of 1,092,637 Class A shares (net of tax withholding of approximately 543,909 Class A shares) with a weighted average grant date fair value of $18.82. These Class A shares were issued in April 2019. The accelerated vesting resulted in the recognition of equity-based compensation costs of $12.5 million in "General and administrative" costs in the condensed consolidated statements of income during the six months ended June 30, ~~2017, TGE recognized~~2019. In addition, 1,775,600 Equity Participation Shares with a weighted average grant date fair value of $15.21 were granted during the ~~following other contributions and distributions:~~

~~TEP received contributions from TD of $2.3 million primarily to indemnify TEP for costs associated with Trailblazer's Pipeline Integrity Management Program, as discussed in Note 14 –~~ ~~Legal and Environmental Matters~~.

six months ended June 30, 2019.

~~11.~~

12. Revenue from Contracts with Customers

~~Implementation of ASC Topic 606~~

~~As discussed in Note 2 –~~ ~~Summary of Significant Accounting Policies~~, we adopted the guidance in ASC Topic 606 effective January 1, 2018 using the modified retrospective method of adoption. As a result, revenue reported for the three months ended June 30, 2017 has not been revised. The following tables provide the impact of the guidance on our condensed consolidated balance sheet as of June 30, 2018 and the condensed consolidated statements of income for the three and six months ended June 30, 2018:

June 30, 2018
As currently reported Under previous guidance Impact of ASC Topic 606
(in thousands)
Unconsolidated investments $ 1,475,056
$ 1,410,347
$ 64,709
⁽¹⁾

Three Months Ended June 30, 2018
As currently reported Under previous guidance Impact of ASC Topic 606
(in thousands)
Crude oil transportation services $ 101,166
$ 101,322
$ (156 )
⁽²⁾
Sales of natural gas, NGLs, and crude oil $ 37,250
$ 38,364
$ (1,114 )
⁽³⁾
Processing and other revenues $ 23,699
$ 24,691
$ (992 )
⁽¹⁾⁽³⁾
Cost of sales $ 27,694
$ 29,753
$ (2,059 )
⁽²⁾⁽³⁾
Equity in earnings of unconsolidated investments $ 78,187
$ 66,623
$ 11,564
⁽¹⁾
Net income attributable to TGE $ 1,063
$ (718 ) $ 1,781

Basic net income per Class A share $ 0.02
$ (0.01 ) $ 0.03

Diluted net income per Class A share $ 0.02
$ (0.01 ) $ 0.03

Six Months Ended June 30, 2018
As currently reported Under previous guidance Impact of ASC Topic 606
(in thousands)
Crude oil transportation services $ 185,904
$ 185,788
$ 116
⁽²⁾
Sales of natural gas, NGLs, and crude oil $ 75,395
$ 77,609
$ (2,214 )
⁽³⁾
Processing and other revenues $ 47,714
$ 50,216
$ (2,502 )
⁽¹⁾⁽³⁾
Cost of sales $ 54,045
$ 58,598
$ (4,553 )
⁽²⁾⁽³⁾
Equity in earnings of unconsolidated investments $ 146,589
$ 124,746
$ 21,843
⁽¹⁾
Net income attributable to TGE $ 17,798
$ 14,335
$ 3,463

Basic net income per Class A share $ 0.30
$ 0.24
$ 0.06

Diluted net income per Class A share $ 0.30
$ 0.24
$ 0.06

⁽¹⁾

Reflects the impact on our investment in Rockies Express and the management fee collected by NatGas of the cumulative effect adjustment at Rockies Express, which arose as a result of the allocation of the transaction price to a series of individual performance obligations in certain long-term transportation contracts with tiered-pricing arrangements. The adjustment increases the carrying amount of our investment in Rockies Express to reflect increased equity in earnings and establishes a receivable for the increased management fee revenue that would have been earned by NatGas.


⁽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.

Disaggregated Revenue

A summary of our revenue by line of business is as follows:


	Three Months Ended June 30, 2018											Three Months Ended June 30, 2019
	Natural Gas Transportation segment		Crude Oil Transportation segment		Gathering, Processing, & Terminalling segment		Corporate and Other			Total Revenue		Natural Gas Transportation segment		Crude Oil Transportation segment		Gathering, Processing, & Terminalling segment		Corporate and Other			Total Revenue
	(in thousands)											(in thousands)
Crude oil transportation - committed shipper revenue	$	—	$	101,242	$	—	$	—		$	101,242	$	—	$	99,439	$	—	$	—		$	99,439
Natural gas transportation - firm service	31,762		—		—		(1,398		)	30,364		31,984		—		—		(488		)	31,496
Water business services	—		—		12,205		—			12,205		—		—		31,299		—			31,299
Natural gas gathering & processing fees	—		—		5,754		—			5,754		—		—		5,330		—			5,330
All other⁽¹⁾	3,059		9,484		6,394		(13,108		)	5,829		2,768		16,001		3,744		(18,714		)	3,799
Total service revenue	34,821		110,726		24,353		(14,506		)	155,394		34,752		115,440		40,373		(19,202		)	171,363
Natural gas liquids sales	—		—		27,477		—			27,477		—		—		13,176		—			13,176
Natural gas sales	108		—		4,543		—			4,651		119		—		5,108		—			5,227
Crude oil sales	—		2,066		121		—			2,187		—		4,730		127		—			4,857
Total commodity sales revenue	108		2,066		32,141		—			34,315		119		4,730		18,411		—			23,260
Total revenue from contracts with customers	34,929		112,792		56,494		(14,506		)	189,709		34,871		120,170		58,784		(19,202		)	194,623
Other revenue⁽²⁾	—		—		7,118		(3,238		)	3,880		—		—		21,978		(5,077		)	16,901
Total revenue⁽³⁾	$	34,929	$	112,792	$	63,612	$	(17,744	)	$	193,589	$	34,871	$	120,170	$	80,762	$	(24,279	)	$	211,524



	Six Months Ended June 30, 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	$	—	$	194,716	$	—	$	—		$	194,716
Natural gas transportation - firm service	64,505		—		—		(884		)	63,621
Water business services	—		—		49,585		—			49,585
Natural gas gathering & processing fees	—		—		11,410		—			11,410
All other⁽¹⁾	6,089		30,508		7,264		(35,748		)	8,113
Total service revenue	70,594		225,224		68,259		(36,632		)	327,445
Natural gas liquids sales	—		—		30,047		—			30,047
Natural gas sales	119		—		15,509		—			15,628
Crude oil sales	—		4,730		246		—			4,976
Total commodity sales revenue	119		4,730		45,802		—			50,651
Total revenue from contracts with customers	70,713		229,954		114,061		(36,632		)	378,096
Other revenue⁽²⁾	—		—		40,735		(9,955		)	30,780
Total revenue⁽³⁾	$	70,713	$	229,954	$	154,796	$	(46,587	)	$	408,876


⁽¹⁾	Includes revenue from crude oil transportation walk up shippers, crude oil terminal services, interruptible natural gas transportation and storage, and natural gas park and loan service.


⁽²⁾	Includes lease and derivative revenue not subject to ASC 606.


⁽³⁾	Excludes revenue recognized at unconsolidated investments, including $232.3 million and $463.1 million of revenue recognized at Rockies Express for the three and six months ended June 30, 2019, respectively. See Note 7 – Investments in Unconsolidated Affiliates for additional information about our investment in Rockies Express.



	Three Months Ended June 30, 2018
	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	$	—	$	101,242	$	—	$	—		$	101,242
Natural gas transportation - firm service	31,762		—		—		(1,398		)	30,364
Water business services	—		—		12,205		—			12,205
Natural gas gathering & processing fees	—		—		5,754		—			5,754
All other⁽¹⁾	3,059		9,484		6,394		(13,108		)	5,829
Total service revenue	34,821		110,726		24,353		(14,506		)	155,394
Natural gas liquids sales	—		—		27,477		—			27,477
Natural gas sales	108		—		4,543		—			4,651
Crude oil sales	—		2,066		121		—			2,187
Total commodity sales revenue	108		2,066		32,141		—			34,315
Total revenue from contracts with customers	34,929		112,792		56,494		(14,506		)	189,709
Other revenue⁽²⁾	—		—		7,118		(3,238		)	3,880
Total revenue⁽³⁾	$	34,929	$	112,792	$	63,612	$	(17,744	)	$	193,589



	Six Months Ended June 30, 2018
	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	$	—	$	185,980	$	—	$	—		$	185,980
Natural gas transportation - firm service	65,096		—		—		(3,281		)	61,815
Water business services	—		—		25,409		—			25,409
Natural gas gathering & processing fees	—		—		10,798		—			10,798
All other⁽¹⁾	5,689		12,803		12,100		(19,196		)	11,396
Total service revenue	70,785		198,783		48,307		(22,477		)	295,398
Natural gas liquids sales	—		—		51,086		—			51,086
Natural gas sales	346		—		12,390		—			12,736
Crude oil sales	—		3,975		368		—			4,343
Total commodity sales revenue	346		3,975		63,844		—			68,165
Total revenue from contracts with customers	71,131		202,758		112,151		(22,477		)	363,563
Other revenue⁽²⁾	—		—		15,299		(6,179		)	9,120
Total revenue⁽³⁾	$	71,131	$	202,758	$	127,450	$	(28,656	)	$	372,683


⁽¹⁾	Includes revenue from crude oil terminal services, interruptible natural gas transportation and storage, and natural gas park and loan service.


⁽²⁾	Includes lease and derivative revenue not subject to ASC 606.


⁽³⁾	Excludes revenue recognized at unconsolidated investments, including $227.6 million and $457.7 million of revenue recognized at Rockies Express for the three and six months ended June 30, 2018, respectively. See Note 7 – Investments in Unconsolidated Affiliates for additional information about our investment in Rockies Express.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation and are billed and collected monthly.

All of our segments engage in commodity sales, in which our performance obligations include an obligation to deliver the specified volume of a commodity to the designated receipt point. Revenue from commodity sales is recognized at a point in time when the customer obtains control of the commodity, typically upon delivery to the designated delivery point when the customer accepts and takes possession of the commodity.

In the Natural Gas Transportation segment, our performance obligations typically include an obligation to stand ready to provide natural gas transportation, storage, or an integrated transportation and storage service over the life of the contract, which is a series. These performance obligations are satisfied over time using each day of service to measure progress toward satisfaction of the performance obligation.

In the Crude Oil Transportation segment, our performance obligations typically include an obligation to provide crude oil transportation services over the life of the contract, which is a series. These performance obligations are satisfied over time using barrels delivered to measure progress toward satisfaction of the performance obligation.

In the Gathering, Processing & Terminalling segment, the performance obligations vary based on the operating asset and type of contract. In our natural gas gathering and processing arrangements, performance obligations typically include an obligation to provide an integrated processing service over the life of the contract, which is a series. These performance obligations are satisfied over time using each unit of gas processed to measure progress toward satisfaction of the performance obligation. In our freshwater supply arrangements, performance obligations typically include an obligation to deliver a specified volume of water to the designated receipt point. These performance obligations are satisfied at a point in time when the customer obtains control of the water. In our produced water gathering and disposal arrangements, performance obligations typically include an obligation to provide an integrated produced water gathering and disposal service over the life of the contract, which is a series. These performance obligations are satisfied over time using barrels disposed to measure progress toward satisfaction of the performance obligation.

On June 30, ~~2018,~~2019, we had ~~$1.6~~$1.5 billion of remaining performance obligations at our consolidated subsidiaries, which we refer to as total backlog. Total backlog includes performance obligations under long-term crude oil transportation contracts with committed shippers, natural gas firm transportation and firm storage contracts, and certain water business service contracts with minimum volume commitments, and excludes variable consideration that is not estimated at contract inception, as discussed further below. We expect to recognize the total backlog during the remainder of ~~2018~~2019 and future periods as follows (in thousands):



Year	Estimated Revenue
2019 – remaining	$	337,924
2020	377,823
2021	178,407
2022	174,065
2023	154,302
Thereafter	243,270
Total	$	1,465,791

Year Estimated Revenue
2018 $ 258,435
2019 490,392
2020 319,533
2021 140,627
2022 132,015
Thereafter 276,818
Total $ 1,617,820

Contract Estimates

Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include the anticipated volumes of crude oil expected to be delivered by our customers for transport in future periods.

The nature of our contracts gives rise to several types of variable consideration, including PLA, volumetric charges for actual volumes delivered, overrun charges, and other fees that are contingent on the actual volumes delivered by our customers. As the amount of variable consideration is allocable to each distinct performance obligation within the series of performance obligations that comprise the single performance obligation and the uncertainty related to the consideration is resolved each month as the distinct service is provided, we do not estimate the total variable consideration for the single overall performance obligation. Consequently, we are able to include in the transaction price each month the actual amount of variable consideration because no uncertainty exists surrounding the services provided that month.

Certain of our contracts include provisions in which a portion of the consideration is noncash. In our Crude Oil Transportation segment, we collect PLA from our customers. As crude oil is transported, we earn, and take title to, a portion of the oil transported for our services. Any PLA that remains after replacing losses in transit can be sold. Where PLA is determined to be a component of compensation for the transportation services provided, crude oil retained is recognized in revenue at its contract inception fair value. In our Gathering, Processing & Terminalling segment, we retain commodity products as consideration under certain of our gathering and processing arrangements. Processing fee revenue is recorded when the performance obligation is completed based on the value of the product received at the time services are performed. At this time, the variability of the non-cash consideration related to both form (price) and other-than-form (volume and product mix), which are interrelated, is resolved.

As a significant change in one or more of these estimates could affect the amount and timing of revenue recognized under our customer contracts, we review and update our contract-related estimates regularly.

Contract Balances

The timing of revenue recognition, billings, and cash collections may result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on our condensed consolidated balance sheets. Revenue is generally billed and collected monthly based on services provided or commodity volumes sold. In our Crude Oil Transportation segment, we recognize shipper deficiencies, or deferred revenue, for barrels committed by the customer to be transported in a month but not physically received by us for transport or delivered to the customers' agreed upon destination point. These shipper deficiencies are charged at the committed tariff rate per barrel and recorded as a contract liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote. We also recognize contract liabilities, in the form of deferred revenue, under certain water business services contracts in the Gathering, Processing & Terminalling segment.

Contract balances ~~as of~~at June 30, 2019 and December 31, 2018 were as follows:


	June 30, 2018		January 1, 2018		June 30, 2019		December 31, 2018
	(in thousands)				(in thousands)
Accounts receivable from contracts with customers	$	64,890	$	61,888	$	83,308	$	80,935
Other accounts receivable(1)	149,083		56,727		148,470		151,414
Receivable from related parties					3,887		3,748
Accounts receivable, net	$	213,973	$	118,615	$	235,665	$	236,097

Deferred revenue from contracts with customers⁽¹⁾	$	99,991	$	88,471
Deferred revenue from contracts with customers⁽²⁾					$	127,353	$	111,095


⁽¹⁾	Other accounts receivable primarily consists of receivables under crude oil forward purchase and sale arrangements that are accounted for as derivatives under ASC 815.


⁽²⁾	Revenue recognized during the three and six months ended June 30, ~~2018~~2019 that was included in the deferred revenue balance at the beginning of the period was ~~$4.2~~$4.9 million and ~~$7.3~~$6.5 million, respectively. This revenue primarily represented the utilization of shipper deficiencies at Pony Express.

~~12.~~13. Leases

We account for leases in accordance with ASC Topic 842, Leases, which we adopted on January 1, 2019, applying the modified retrospective transition approach as of the effective date of adoption. See Note 2 – Summary of Significant Accounting Policies for additional information regarding the impacts of adoption.

We enter into operating leases as lessee for certain office space and equipment. We also have a capital lease agreement to lease the land site on which PLT expects to construct storage and terminalling facilities. In November 2018, we entered into a joint venture agreement with DHIF to jointly own PLT, an entity formed with the intention of developing a storage and terminalling facility. At the same time, PLT entered into an agreement with the Plaquemines Port & Harbor Terminal District to lease the land site on which PLT expects to construct the facilities.

Under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating leases), other than those that qualify for the short-term recognition exemption, we recognize as of the lease commencement date on the balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As most of our leases do not provide an implicit rate, we determine the appropriate discount rate using our incremental secured borrowing rate, with consideration given to the nature and term of the leased asset.

Our leases have remaining terms of up to approximately 39 years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various economic factors, including operating strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally determine that the exercise of renewal options would not be reasonably certain in determining the expected lease term.

For the three and six months ended June 30, 2019, operating lease cost was $0.3 million and $0.5 million, respectively. For the six months ended June 30, 2019, cash paid included in operating cash flows was $0.5 million. During these periods the existing finance lease did not have any lease payments or variable lease cost.

Supplemental information related to our existing leases as of June 30, 2019 was as follows:



	Balance Sheet Location	June 30, 2019
Operating Leases:		(in thousands, except lease term and discount rate)
Operating lease right-of-use assets	Deferred charges and other assets	$	11,609		⁽¹⁾
Current operating lease liabilities	Other current liabilities	$	988		⁽¹⁾
Non-current operating lease liabilities	Other long-term liabilities and deferred credits	$	10,647		⁽¹⁾

Finance Leases:
Finance lease right-of-use asset ⁽²⁾	Property, plant and equipment, net	$	30,704

Weighted Average Remaining Lease Term:
Operating leases		16.0 years
Finance leases		39.4 years

Weighted Average Discount Rate:
Operating leases		5.59		%
Finance leases		7.01		%


⁽¹⁾	Includes right-of-use asset of approximately $9.1 million and current and non-current lease liabilities of $0.1 million and $9.0 million, respectively, related to Guernsey Terminal capacity that we lease from Powder River Gateway.


⁽²⁾	PLT satisfied the initial capital lease obligation of $30.7 million at lease inception and as a result has no outstanding liability or imputed interest on the future minimum rental commitments.

Maturities of lease liabilities as of June 30, 2019 were as follows:



Year	Operating Leases			Finance Leases⁽¹⁾
	(in thousands)
2019 – remaining	$	836		$	449
2020	1,661			449
2021	1,273			449
2022	972			449
2023	895			449
Thereafter	13,385			17,770
Total lease payments	19,022			20,015
Less: discounting for present value and other adjustments	(7,387		)	(20,015		)
Present value of lease liabilities	$	11,635		$	—

⁽¹⁾

Future lease payments for finance leases consist of the annual payments under the PLT land site lease. At lease inception, the present value of the future lease payments exceeded the fair value of the leased property. As a result, the right of use asset and capital lease obligation were recorded at the $30.7 million fair value of land. On that date, PLT made a payment of $30.7 million, immediately relieving the capital lease obligation. As a result, PLT does not have an outstanding capital lease obligation or impute interest on the future minimum rental commitments and will recognize expense for the future lease payments in the period in which they are made.

Under various lease agreements, Tallgrass Midstream, LLC ("TMID"), as lessor, leases capacity on NGL pipelines that were constructed for third parties, and Deeprock Development, as lessor, leases capacity at certain of its storage facilities. Rental income for these arrangements was approximately $2.3 million and $4.7 million for the three and six months ended June 30, 2019, respectively, and was recorded as "Processing and other revenues" in the condensed consolidated statements of income. Under a lease agreement initially effective November 13, 2012, Tallgrass Interstate Gas Transmission, LLC ("TIGT"), as lessor, leases a portion of its office space to a third party. Rental income was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively, and was recorded as "Other income, net" in the condensed consolidated statements of income.

At June 30, 2019, future minimum rental income under non-cancelable operating leases as the lessor were as follows:



Year	Total
	(in thousands)
2019 - remaining	$	4,643
2020	4,871
2021	3,773
2022	3,773
2023	3,773
Thereafter	7,353
Total	$	28,186

Information as of December 31, 2018 under historical lease accounting guidance:

At December 31, 2018, our future minimum rental commitments under major, non-cancelable leases were as follows:



Year	Operating Leases		Capital Lease
	(in thousands)
2019	$	1,074	$	449
2020	922		449
2021	483		449
2022	240		449
2023	147		449
Thereafter	364		17,770
Total	$	3,230	$	20,015

14. Net Income per Class A Share

Basic net income per Class A share is determined by dividing net income attributable to TGE by the weighted average number of outstanding Class A shares during the period. Class B shares do not share in the earnings of TGE. Accordingly, basic and diluted net income per Class B share has not been presented.

Diluted net income per Class A share is determined by dividing net income attributable to TGE by the weighted average number of outstanding diluted Class A shares during the period. For purposes of calculating diluted net income per Class A share, we considered the impact of possible future exercises of the Exchange Right by the Exchange Right Holders on both net income attributable to TGE and the diluted weighted average number of Class A shares outstanding. The Exchange Right Holders refers to the group of persons who collectively own all of TGE's outstanding Class B shares and an equivalent number of Tallgrass Equity units. The Exchange Right Holders are entitled to exercise the right to exchange their Tallgrass Equity units (together with an equivalent number of TGE Class B shares) for TGE Class A shares at an exchange ratio of one TGE Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. ~~The~~As of June 30, 2019, the Exchange Right Holders primarily consist of ~~Kelso & Company~~certain of the Sponsor Entities and ~~its affiliated investment funds, The Energy & Minerals Group and its affiliated investment funds, and Tallgrass KC, LLC, which is an entity owned by~~ certain members of ~~TGE's~~our management.

Pursuant to the TGE partnership agreement and the Tallgrass Equity limited liability company agreement, our capital structure and the capital structure of Tallgrass Equity will generally replicate one another in order to maintain the one-for-one exchange ratio between the Tallgrass Equity units and Class B shares, on the one hand, and our Class A shares, on the other hand. As a result, the exchange of any Class B shares for Class A shares does not have a dilutive effect on basic net income per Class A share. However, for the three and six months ended June 30, ~~2017,~~2019, the ~~potential~~assumed issuance of TGE Equity Participation Shares would have had a dilutive effect on basic net income per Class A ~~share. Effective June 30, 2018 with~~share as shown in the ~~completion of the TEP Merger, as discussed in Note 1 –~~ ~~Description of Business~~, TEP's outstanding Equity Participation Units were converted to Equity Participation Shares at a ratio of 2.0 Equity Participation Shares for each outstanding TEP Equity Participation Unit. As of June 30, 2018, TGE has 1,957,974 outstanding Equity Participation Shares with a weighted average grant date fair value of $18.95, and expects to recognize $22.2 million of total compensation cost related to non-vested Equity Participation Shares over a weighted average period of 3.2 years.table below. The potential issuance of TGE Equity Participation Shares would not have had a dilutive effect on the basic net income per Class A share for the three and six months ended June 30, 2018.

The following table illustrates the calculation of net income per Class A share for the three and six months ended June 30, ~~2018~~2019 and ~~2017:~~2018:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands, except per unit amounts)
Basic Net Income per Class A Share
Net income attributable to TGE	$	71,619	$	1,063	$	122,206	$	17,798
Basic weighted average Class A Shares outstanding	179,149		59,397		170,336		58,745
Basic net income per Class A share	$	0.40	$	0.02	$	0.72	$	0.30
Diluted Net Income per Class A Share
Net income attributable to TGE	$	71,619	$	1,063	$	122,206	$	17,798
Incremental net income attributable to TGE including the effect of the assumed issuance of Equity Participation Shares	326		—		557		—
Net income attributable to TGE including incremental net income from assumed issuance of Equity Participation Shares	$	71,945	$	1,063	$	122,763	$	17,798
Basic weighted average Class A Shares outstanding	179,149		59,397		170,336		58,745
Equity Participation Shares equivalent shares	1,258		—		1,489		—
Diluted weighted average Class A Shares outstanding	180,407		59,397		171,825		58,745
Diluted net income per Class A Share	$	0.40	$	0.02	$	0.71	$	0.30

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
(in thousands, except per unit amounts)
Basic Net Income per Class A Share
Net income attributable to TGE $ 1,063
$ 8,753
$ 17,798
$ 20,782
Basic weighted average Class A Shares outstanding 59,397
58,075
58,745
58,075
Basic net income per Class A share $ 0.02
$ 0.15
$ 0.30
$ 0.36
Diluted Net Income per Class A Share
Net income attributable to TGE $ 1,063
$ 8,753
$ 17,798
$ 20,782
Incremental net income attributable to TGE including the effect of the assumed issuance of Equity Participation Shares —
38
—
64
Net income attributable to TGE including incremental net income from assumed issuance of Equity Participation Shares $ 1,063
$ 8,791
$ 17,798
$ 20,846
Basic weighted average Class A Shares outstanding 59,397
58,075
58,745
58,075
Equity Participation Shares equivalent shares —
117
—
112
Diluted weighted average Class A Shares outstanding 59,397
58,192
58,745
58,187
Diluted net income per Class A Share $ 0.02
$ 0.15
$ 0.30
$ 0.36

~~13.~~15. Regulatory Matters

There are no regulatory proceedings challenging the rates of Pony Express and Rockies ~~Express, or Tallgrass Interstate Gas Transmission, LLC ("TIGT").~~Express. On May 1, 2019, as further described below, TIGT filed with the FERC a pre–filing settlement that establishes, among other things, settlement rates for supporting/non–contesting participants as defined in the pre–filing settlement. On June 29, 2018, Trailblazer Pipeline Company LLC ("Trailblazer") filed a general rate case with the FERC pursuant to Section 4 of the Natural Gas Act ("NGA"), as further described below. We have also made certain other regulatory filings with the FERC, including ~~the following:~~

~~Pony Express~~

On May 22, 2017 and May 31, 2017, Pony Express made tariff filings with the FERC in Docket Nos. IS17-263-000, IS17-464-000, and IS17-465-000 to increase the contract and non-contract rates by an amount reflecting the FERC annual index adjustment of approximately 0.2%, which became effective July 1, 2017.

On November 30, 2017, Pony Express filed with the FERC in Docket No. IS18-60-000 certain changes to its tariffs to reflect the addition of two new destination points, which became effective January 1, 2018.

On December 29, 2017, Pony Express filed with the FERC in Docket No. IS18-113-000 certain changes to its tariffs to reflect a new origin point in Rooks County, Kansas, which became effective on February 1, 2018.

On February 28, 2018, Pony Express filed with the FERC in Docket No. IS18-199-000 certain changes to its tariffs to reflect a new origin point in Platteville, Colorado, which became effective on April 1, 2018.

On March 1, 2018, Pony Express submitted proposed revisions to its Rules and Regulations Tariff in Docket No. IS18-204-000 to establish the right to accept "Specialty Batches" of oil that do not conform to the Quality Specifications reflected in the tariff, provided that the acceptance is operationally feasible. These tariff changes became effective on April 1, 2018.

On April 11, 2018, Pony Express filed with the FERC in Docket No. IS18–267–000 certain changes to its tariffs to reflect additional contract rates from a new origin point in Platteville, Colorado, which became effective May 1, 2018.

On May 2, 2018, Pony Express filed with the FERC in Docket No. IS18-297-000 certain changes to its rules and regulations applicable to new intermediate off-system storage points, which became effective May 15, 2018.

On May 31, 2018, Pony Express made tariff filings with the FERC in Docket No. IS18-570-000 to increase the contract and non-contract rates by an amount reflecting the FERC annual index adjustment of approximately 4.4% which became effective July 1, 2018.

those further described below.

Rockies Express

~~Rockies Express Zone 3 Capacity Enhancement Project – FERC Docket No. CP15-137-000~~

On March 31, 2015 in Docket No. CP15-137-000, Rockies Express filed with the FERC an application for authorization to construct and operate (1) three new mainline compressor stations located in Pickaway and Fayette Counties, Ohio and Decatur County, Indiana; (2) additional compressors at an existing compressor station in Muskingum County, Ohio; and (3) certain ancillary facilities. The facilities increased the Rockies Express Zone 3 east-to-west mainline capacity by 0.8 Bcf/d. Pursuant to the FERC's obligations under the National Environmental Policy Act, FERC staff issued an Environmental Assessment for the project on August 31, 2015. On February 25, 2016, the FERC issued a Certificate of Public Convenience and Necessity authorizing Rockies Express to proceed with the project. On March 14, 2016, Rockies Express commenced construction of the project facilities. The project was placed in-service for the full 0.8 Bcf/d on January 6, 2017.

~~Electric Power Charge Clarification - FERC Docket No. RP17-285~~

On December 21, 2016, in Docket No. RP17-285, Rockies Express proposed certain revisions to the General Terms and Conditions of its tariff to clarify that the electric power costs associated with the operation of gas coolers installed in association with the Zone 3 Capacity Enhancement Project at both electric and gas powered stations, will be included in the Power Cost Tracker. Several shippers submitted comments on the proposal. The FERC issued an order on January 19, 2017 accepting the proposed revisions permitting the recovery of electric power costs from the operation of both gas and electric powered compressor stations, subject to certain clarifications.

~~2017 Annual and Interim FERC Fuel Tracking Filings - FERC Docket Nos. RP17-401 and RP17-1064~~

On February 13, 2017, in Docket No. RP17-401, Rockies Express made its annual fuel and power cost tracker filing with a proposed effective date of April 1, 2017. The FERC issued an order accepting the filing, including certain requested waivers, on March 21, 2017. On September 20, 2017, Rockies Express made its interim fuel tracker filing in Docket No. RP17-1064 with a proposed effective date of November 1, 2017. The FERC issued an order accepting the filing on October 18, 2017.

~~Increased Frequency of FL&U and PCT Adjustments - FERC Docket No. RP18-228~~

On December 1, 2017, in Docket No. RP18-228, Rockies Express made a filing with the FERC to increase the frequency in which it may adjust fixed fuel and lost and unaccounted for retainages and power cost tracker charges during the year so that its recovery of fixed fuel and lost and unaccounted for charges and power costs more closely track usage. Rockies Express proposed an effective date of April 1, 2018. The comment period ended on December 13, 2017, and no parties opposed Rockies Express' filing. On April 4, 2018, the FERC issued a letter order accepting Rockies Express' proposal, subject to certain modifications. Rockies Express submitted a compliance filing reflecting the approved tariff provisions and requested modifications on April 10, 2018. No comments on the compliance filing were submitted by the comment deadline of April 16, 2018. On April 18, 2018, the FERC issued an order accepting Rockies Express' compliance filing effective April 19, 2018.

~~2018 Annual FERC Fuel Tracking Filing - FERC Docket No. RP18-453~~

On February 20, 2018, in Docket No. RP18-453, Rockies Express made its annual fuel and power cost tracker filing with a proposed effective date of April 1, 2018. The FERC issued an order accepting the filing on March 19, 2018.

Cheyenne Hub Enhancement Project - FERC Docket ~~CP18-103~~No. CP18-103-000

On March 2, 2018, Rockies Express submitted an application pursuant to section 7(c) of the NGA for a certificate of public convenience and necessity authorizing the construction and operation of certain booster compressor units and ancillary facilities located at the Cheyenne Hub in Weld County, Colorado that will enable Rockies Express to provide a new hub service allowing for firm receipts and deliveries between Rockies Express and certain other interconnected pipelines at the Cheyenne Hub. Rockies Express filed this certificate application in conjunction with a concurrently filed certificate application by Cheyenne Connector, LLC ("Cheyenne Connector") for the Cheyenne Connector Pipeline Project further described below. The comment period for the Cheyenne Hub Enhancement Project closed on April 9, 2018. To date, various comments have been filed by market participants and others regarding the proposed project. Rockies Express has also responded to data requests from the FERC's relevant program offices. On October 11, 2018, the FERC issued a Notice of Schedule of Environmental Review setting December 18, 2018 as the date of issuance of the Environmental Assessment and March 18, 2019 as the deadline for decisions by other federal agencies on requests for authorizations for the proposed project. On December 18, 2018, the FERC issued the Environmental Assessment. The application is pending before the FERC.

Cheyenne Connector

Cheyenne Connector Pipeline Project - FERC Docket ~~CP18-102~~No. CP18-102-000

On March 2, 2018, Cheyenne Connector, an indirect subsidiary of TGE, submitted an application pursuant to section 7(c) of the NGA for a certificate of public convenience and necessity to construct and operate a 70-mile, ~~36 inch~~36-inch pipeline to transport natural gas from multiple gas processing plants in Weld County, Colorado to Rockies Express' Cheyenne Hub. The comment period for the Cheyenne Connector Pipeline Project closed on April 9, 2018. To date, various comments have been filed by market participants and others regarding the proposed project.

Cheyenne Connector has also responded to data requests from the FERC's relevant program offices. On October 11, 2018, the FERC issued a Notice of Schedule of Environmental Review setting December 18, 2018 as the date of issuance of the Environmental Assessment and March 18, 2019 as the deadline for decisions by other federal agencies on requests for authorizations for the proposed project. On December 18, 2018, the FERC issued the Environmental Assessment. The application is pending before the FERC.

TIGT

~~General Rate Case Filing~~Pre-Filing Settlement - FERC Docket No. ~~RP16-137-000, et seq.~~RP19-423-001

On ~~October 30, 2015,~~May 1, 2019, TIGT filed a pre-filing settlement that, consistent with Article II.B.1 of the 2016 rate case settlement approved in Docket No. RP16-137-000, ~~et seq., TIGT filed a general~~satisfies TIGT's mandatory rate case ~~with the FERC pursuant~~filing requirement under Article II.B.1 of such settlement. The pre-filing settlement establishes, among other things, settlement rates reflecting an overall decrease to ~~Section 4 of the NGA. The general~~recourse rates, contract extensions for maximum recourse rate ~~case was ultimately resolved via settlement, which the FERC approved on November 2, 2016,~~firm contracts through May 31, 2023, and a ~~compliance filing~~rate moratorium period through May 31, 2023. The settlement also requires that ~~modernized TIGT's FERC Gas Tariff, consistent with prior FERC orders, which the FERC accepted on March 16, 2017. Per the terms of the settlement,~~ TIGT ~~is required to~~ file a new NGA Section 4 general rate case on ~~May~~June 1, ~~2019 (provided~~2023, provided that ~~such rate case is~~TIGT has not ~~pre-empted~~preempted this mandatory filing requirement by filing on or before June 1, 2023 for approval of a new pre-filing ~~settlement).~~

~~2017 Annual Fuel Tracker Filing -~~settlement. TIGT has also requested that FERC ~~Docket~~terminate the pending Form No. ~~RP17-428-000~~

~~On February 27, 2017,~~501-G proceeding in Docket No. ~~RP17-428-000, TIGT made its annual fuel tracker filing with a proposed effective date~~RP19-423-000 upon approval of ~~April 1, 2017.~~the pre-filing settlement. The filing ~~incorporated~~remains pending before the ~~FL&U tracker and power cost tracker mechanisms agreed to in the TIGT Rate Case Settlement. The FERC accepted the filing on March 21, 2017.~~

~~Electric Power Charge Clarification - FERC Docket No. RP17-1051-000~~

On September 15, 2017, in Docket No. RP17-1051-000, TIGT proposed certain revisions to its tariff to clarify, amongst other things, that the electric power costs associated with the operation of gas coolers at both electric and gas powered stations are properly included in the Power Cost Tracker. The FERC issued an order on October 3, 2017 accepting the proposed revisions.

~~2018 Annual Fuel Tracker Filing - FERC Docket No. RP18-533-000~~

~~On March 1, 2018, in Docket No. RP18-533-000, TIGT made its annual fuel tracker filing with a proposed effective date of April 1, 2018. The FERC accepted the filing on March 22, 2018.~~FERC.

Trailblazer

~~2017 Annual and Interim Fuel Tracker Filings - FERC Docket Nos. RP17-549-000 and RP17-1052-000~~

On March 22, 2017, in Docket No. RP17-549-000, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2017. The FERC accepted the filing on April 19, 2017. On September 15, 2017, Trailblazer made its interim fuel tracker filing in Docket No. RP17-1052-000 with a proposed effective date of November 1, 2017. The FERC accepted the filing on October 13, 2017.

~~2018 Annual Fuel Tracker Filing - FERC Docket No. RP18-580-000~~

On March 22, 2018, in Docket No. in Docket No. RP18-580-000, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2018. The FERC accepted the filing on April 20, 2018.

General Rate Case Filing - FERC Docket No. RP18-922-000, et seq.

On June 29, 2018, Trailblazer filed a general rate case with the FERC, which satisfies the requirement set forth in the settlement resolving Trailblazer's previous general rate case that Trailblazer file a new general rate case with rates to be effective no later than January 1, 2019. The June 29, 2018 filing reflects an overall increase to Trailblazer's cost of service. In the filing, Trailblazer is proposing to maintain its existing bifurcated firm transportation service rate design as well as its current tracking methodologies for the treatment of Fuel and Lost and Unaccounted For ("FL&U") gas and electric power costs. The proposed rates include an increase in rates on Trailblazer's Existing System Firm Transportation Service. The overall rate increase would be partially offset by a proposed decrease in rates for Expansion System Firm Transportation Service and interruptible services. Trailblazer is also proposing to include a cost recovery mechanism in its tariff to recover future eligible costs related to system safety, integrity, reliability, environmental and cybersecurity issues. Under the NGA and the FERC's regulations, Trailblazer's shippers and other interested parties, including the FERC's Trial Staff, have the right to challenge any aspect of Trailblazer's rate case filing. On July 11, 2018, four protests were filed that challenge various aspects of Trailblazer's rate case filing. ~~FERC action remains pending.~~

On July 31, 2018, the FERC issued an ~~Order~~order accepting and suspending the rate case filing, and establishing hearing and settlement procedures. In the ~~Order,~~order, the FERC approved the as-filed rate decreases for Expansion System Firm Transportation Service, as well as ~~Trailblazer’s~~Trailblazer's interruptible services, effective August 1, 2018. The ~~Commission~~FERC also established a paper hearing to examine the extent to which Trailblazer is entitled to an ~~Income Tax Allowance.~~income tax allowance. All remaining issues, including the proposed rate increases to Existing System Firm Transportation Service, ~~have been~~were set for an administrative law judge hearing and ~~are~~ accepted effective January 1, 2019, subject to refund. On December 31, 2018, Trailblazer filed a motion with FERC to move the suspended tariff records into effect as of January 1, 2019.

Trailblazer and certain of its shippers sought rehearing of the July 31, 2018 order. On July 2, 2019, the FERC issued an order on rehearing and clarification dismissing in part and denying in part the requests for rehearing and clarification, but granting Trailblazer's request for clarification that it may implement any resulting increases and decreases in the rates of its two systems in a single compliance filing at the conclusion of the proceeding.

On February 21, 2019, the FERC issued an order following the paper hearing on the income tax allowance issue, making a preliminary finding that a double recovery appears to result from permitting an income tax allowance for the income tax liability attributable to certain private owners' ownership share in Trailblazer in addition to a discounted cash flow return on equity. The FERC also preliminarily found that no double recovery resulted from permitting an income tax allowance for the corporate income tax liability attributable to TGE's ownership share in Trailblazer in addition to a discounted cash flow return on equity. The FERC ordered that the income tax allowance be addressed at the administrative law judge hearing with the other remaining issues, and its initial findings may change based upon subsequent evidence and argument.

~~14.~~

In March 2019, the Chief Administrative Law Judge terminated settlement judge procedures and established the procedural time standards for the administrative law judge hearing, with the hearing currently scheduled to begin in January 2020. The rate case remains ongoing.

16. Legal and Environmental Matters

Legal

In addition to the matters discussed below, we are a defendant in various lawsuits arising from the day-to-day operations of our business. Although no assurance can be given, we believe, based on our experiences to date, that the ultimate resolution of such matters will not have a material adverse impact on our business, financial position, results of operations, or cash flows.

We have evaluated claims in accordance with the accounting guidance for contingencies that we deem both probable and reasonably estimable and, accordingly, have recorded no reserve for legal claims as of June 30, ~~2018~~2019 or December 31, ~~2017.~~2018.

Rockies Express

~~Ultra Resources~~EM Energy Ohio, LLC

~~In early 2016, Ultra Resources, Inc.~~On May 15, 2019, EM Energy Ohio, LLC ("~~Ultra"~~EM Energy") defaulted on its firm transportation service agreement for approximately 0.2 Bcf/d through November 11, 2019. In late March 2016, Rockies Express terminated Ultra's service agreement. On April 14, 2016, Rockies Express filed a lawsuit against Ultra for breach of contract and damages in Harris County, Texas, seeking approximately $303 million in damages and other relief. On April 29, 2016, Ultra and certain of its ~~debtor~~ affiliates filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the ~~Southern~~ District of ~~Texas, which operated as~~Delaware. EM Energy had a ~~stay of the Harris County state court proceeding.~~

On January 12, 2017, Rockies Express and Ultra entered into an agreement to settle Rockies Express' approximately $303 million claim against Ultra. In accordance with the settlement agreement, Ultra made a cash payment to Rockies Express of $150 million on July 12, 2017, and entered into a new, seven-year firm transportation service agreement with Rockies Express ~~commencing December 1, 2019,~~ for ~~west-to-east~~50,000 Dth/d through January 5, 2032. Rockies Express and EM Energy have stipulated in the bankruptcy proceeding that the termination date of the transportation service agreement is June 13, 2019. Following the termination, Rockies Express made a drawing equal to the outstanding face amount on the letter of ~~0.2 Bcf/d at a rate~~credit supporting EM Energy's obligations under the transportation service agreement and received approximately $16.2 million in June 2019. A portion of ~~approximately $0.37 per dth/d, or approximately $26.8~~the proceeds was used to settle outstanding accounts receivable for transportation services provided to EM Energy and the remaining $13.9 million ~~annually. TEP received~~was recognized as income by Rockies Express. Rockies Express intends to pursue its ~~proportionate distribution~~claim against the bankruptcy estate of EM Energy for damages and to remarket the capacity resulting from the ~~cash settlement payment~~termination of the transportation service agreement.

Ohio Public Utility Excise Tax

The Ohio Tax Commissioner has assessed Rockies Express a public utility excise tax on transactions concerning product that entered and exited Rockies Express within the state of Ohio. This tax applies to gross receipts from all business conducted within the state, but exempts all receipts derived wholly from interstate business. Rockies Express has disputed any obligation to pay Ohio's public utility excise tax, but has paid the taxes as assessed in ~~July 2017.~~order to preserve its right to appeal. The dispute is currently pending before the Ohio Supreme Court, with a final decision possible by the end of 2019. It is Rockies Express' position that the relevant statute exempts receipts derived wholly from interstate business from the public utility excise tax. The Ohio Supreme Court and the United States Supreme Court have both held that, once it enters an interstate pipeline, natural gas is moving in "interstate commerce" for the duration of its journey until it is delivered to a local distribution system.

As of June 30, 2019, Rockies Express has paid public utility excise taxes to the state of Ohio totaling $7.1 million and has accrued an additional $5.8 million for amounts expected to be assessed for the period from May 1, 2018 through June 30, 2019. While it is difficult to accurately predict how the Ohio Supreme Court will decide the case, Rockies Express is optimistic about the ultimate outcome and has recorded a $12.9 million asset representing the anticipated refund of the public utility excise taxes paid.

Environmental, Health and Safety

We are subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. We currently believe that compliance with these laws will not have a material adverse impact on our business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause us to incur significant costs. We had environmental reserves of ~~$7.6~~$6.7 million and ~~$7.7~~$7.4 million at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Rockies Express

Seneca Lateral

On January 31, 2018, Rockies Express experienced an operational disruption on its Seneca Lateral due to a pipe rupture and natural gas release in a rural area in Noble County, Ohio. There were no injuries reported and no evacuations. The release required Rockies Express to shut off the flow through the segment until February 27, 2018, when temporary repairs were completed, allowing the segment to be placed back into service. Permanent repairs were completed in September 2018. Total cost of remediation ~~is expected to be~~was approximately ~~$4.8~~$6.1 million, ~~prior to any insurance recoveries. A root cause investigation is ongoing.~~$5.1 million of which Rockies Express has recovered through insurance.

TMID and TIGT

Casper Plant, EPA Notice of Violation

In August 2011, the EPA and the Wyoming Department of Environmental Quality ("WDEQ") conducted an inspection of the Leak Detection and Repair ("LDAR") Program at the Casper Gas Plant in Wyoming. In September 2011, ~~Tallgrass Midstream, LLC ("TMID")~~TMID received a letter from the EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the Clean Air Act. TMID received a letter from the EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the EPA and Department of Justice beginning in July 2014. ~~Settlement negotiations are continuing, including~~TMID and TIGT entered into a Consent Agreement and Final Order to settle this matter with the ~~expected inclusion of TIGT as a party to any possible settlement as a result of TIGT owning a compressor that is located adjacent~~EPA on February 21, 2019 and made an approximately $0.1 million penalty payment to the ~~Casper Gas Plant site.~~

EPA.

Casper Gas Plant

On November 25, 2014, the WDEQ issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Depropanizer project (wv-14388, issued 7/9/13) in Docket No. 5506-14. TMID had discussed the issues in a meeting with WDEQ in Cheyenne on November 17, 2014, and submitted a disclosure on November 20, 2014 detailing the regulatory issues and potential violations. The project triggered a modification of Subpart OOOO for the entire plant. The project equipment as well as plant equipment subjected to Subpart OOOO was not monitored timely, and initial notification was not made timely. ~~Settlement negotiations~~TMID and TIGT entered into a Consent Decree to settle this matter with the WDEQ ~~are currently ongoing.~~on March 8, 2019 and made an approximately $0.1 million penalty payment to the WDEQ.

TMG

Archibald Booster Station

Tallgrass Midstream Gathering, LLC ("TMG") is currently a party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Archibald Booster Station located in Campbell County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling, and quarterly recovery activities at monitoring wells. The facility is currently in compliance with the WDEQ under the remedy agreement.

Irwin Booster Station

TMG is also party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Irwin Booster Station located in Converse County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling. The facility is currently in compliance with the WDEQ under the remedy agreement.

~~Trailblazer~~

~~Pipeline Integrity Management Program~~

Starting in 2014 Trailblazer's operating capacity was decreased as a result of smart tool surveys that identified approximately 25 - 35 miles of pipe as potentially requiring repair or replacement. During 2016 and 2017, Trailblazer incurred approximately $21.8 million of remediation costs to address this issue, including replacing approximately 8 miles of pipe. To date the pressure and capacity reduction has not prevented Trailblazer from fulfilling its firm service obligations at existing subscription levels or had a material adverse financial impact on us. However, Trailblazer intends to continue performing remediation to increase and maximize its operating capacity over the long-term and expects to spend in excess of $20 million during 2018 for this pipe replacement and remediation work. Trailblazer is exploring all possible cost recovery options to recover expenditures, including recovery through a general rate increase, negotiated rate agreements with its customers, or other FERC-approved recovery mechanisms.

In connection with TEP's acquisition of Trailblazer in April 2014, TD agreed to indemnify TEP for certain out of pocket costs related to repairing or remediating the Trailblazer Pipeline. The contractual indemnity was capped at $20 million and subject to a $1.5 million deductible. TEP received the entirety of the $20 million from TD pursuant to the contractual indemnity as of December 31, 2017.

~~Pony Express~~

~~Pipeline Integrity~~

In connection with certain crack tool runs on the Pony Express System completed in 2015, 2016, and 2017, Pony Express completed approximately $18 million of remediation for anomalies identified on the Pony Express System associated with the initial conversion and commissioning of portions of the pipeline converted from natural gas to crude oil service. Remediation work was substantially complete as of March 31, 2018.

~~15.~~17. Reportable Segments

Our operations are located in the United States. We are organized into three reportable segments: (1) Natural Gas Transportation, (2) Crude Oil Transportation, and (3) Gathering, Processing & Terminalling. Corporate and Other includes corporate overhead costs that are not directly associated with the operations of our reportable segments, such as interest and fees associated with our revolving credit ~~facilities~~facility and the ~~2024 and 2028~~Senior Notes, public company costs, ~~and~~ equity-based compensation ~~expense.~~expense, and eliminations of intersegment activity.

Natural Gas Transportation. The Natural Gas Transportation segment is engaged in the ownership and operation of FERC-regulated interstate natural gas pipelines and an integrated natural gas storage facility that provide services to on-system customers (such as third-party LDCs), industrial users and other shippers. The Natural Gas Transportation segment includes our ~~aggregate~~ 75% membership interest in Rockies Express ~~inclusive of the additional 25.01% membership interest acquired effective February 7, 2018~~.

Crude Oil Transportation. The Crude Oil Transportation segment is engaged in the ownership and operation of the Pony Express System, which is a FERC-regulated crude oil pipeline serving the Bakken Shale, Denver-Julesburg and Powder River Basins, and other nearby oil producing basins. The Crude Oil Transportation segment includes our 51% membership interest in Powder River Gateway.

Gathering, Processing & Terminalling. The Gathering, Processing & Terminalling segment is engaged in the ownership and operation of natural gas gathering and processing facilities that produce NGLs and residue gas sold in local wholesale markets or delivered into pipelines for transportation to additional end markets; our crude oil terminal services; water business services provided primarily to the oil and gas exploration and production industry; the transportation of NGLs; and Stanchion. The Gathering, Processing & Terminalling segment includes our 51% membership interest in Pawnee Terminal.

These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for their respective operations. During the second quarter of 2018, upon completion of the TEP Merger, management updated TGE's internal reporting. Beginning in the second quarter of 2018, we consider Adjusted EBITDA, as described below, to be our primary segment performance measure.

We consider Adjusted EBITDA to be our primary segment performance measure as we believe it is the most meaningful measure to assess our financial condition and results of operations as a public entity. We 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. Adjusted EBITDA is calculated and presented at the Tallgrass Equity level, before consideration of noncontrolling interest associated with the Exchange Right Holders, which we believe provides investors the most complete and comparable picture of our overall financial and operational results.

The following tables set forth our segment information for the periods indicated:


	Three Months Ended June 30, 2018							Three Months Ended June 30, 2017							Three Months Ended June 30, 2019							Three Months Ended June 30, 2018
Revenue:	Total Revenue		Inter- Segment			External Revenue		Total Revenue		Inter- Segment			External Revenue		Total Revenue		Inter- Segment			External Revenue		Total Revenue		Inter- Segment			External Revenue
	(in thousands)														(in thousands)
Natural Gas Transportation	$	34,929	$	(1,462	)	$	33,467	$	33,110	$	(1,442	)	$	31,668	$	34,871	$	(487	)	$	34,384	$	34,929	$	(1,462	)	$	33,467
Crude Oil Transportation	112,792		(9,425		)	103,367		95,745		—			95,745		120,170		(15,937		)	104,233		112,792		(9,425		)	103,367
Gathering, Processing & Terminalling	63,612		(6,857		)	56,755		36,372		(2,922		)	33,450		80,762		(7,855		)	72,907		63,612		(6,857		)	56,755
Corporate and Other	—		—			—		—		—			—		—		—			—		—		—			—
Total revenue	$	211,333	$	(17,744	)	$	193,589	$	165,227	$	(4,364	)	$	160,863	$	235,803	$	(24,279	)	$	211,524	$	211,333	$	(17,744	)	$	193,589



	Six Months Ended June 30, 2019							Six Months Ended June 30, 2018
Revenue:	Total Revenue		Inter- Segment			External Revenue		Total Revenue		Inter- Segment			External Revenue
	(in thousands)
Natural Gas Transportation	$	70,713	$	(901	)	$	69,812	$	71,131	$	(3,320	)	$	67,811
Crude Oil Transportation	229,954		(30,359		)	199,595		202,758		(12,744		)	190,014
Gathering, Processing & Terminalling	154,796		(15,327		)	139,469		127,450		(12,592		)	114,858
Corporate and Other	—		—			—		—		—			—
Total revenue	$	455,463	$	(46,587	)	$	408,876	$	401,339	$	(28,656	)	$	372,683


	Six Months Ended June 30, 2018							Six Months Ended June 30, 2017							Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
Revenue:	Total Revenue		Inter- Segment			External Revenue		Total Revenue		Inter- Segment			External Revenue
Tallgrass Equity Adjusted EBITDA:															Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA			Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA
	(in thousands)														(in thousands)
Natural Gas Transportation	$	71,131	$	(3,320	)	$	67,811	$	69,538	$	(2,887	)	$	66,651	$	144,260		$	(1,185	)	$	143,075		$	61,084		$	(745	)	$	60,339
Crude Oil Transportation	202,758		(12,744		)	190,014		180,739		—			180,739		89,957			(6,994		)	82,963			28,505			(235		)	28,270
Gathering, Processing & Terminalling	127,450		(12,592		)	114,858		63,679		(5,806		)	57,873		23,859			8,179			32,038			6,167			980			7,147
Corporate and Other	—		—			—		—		—			—		(3,774		)	—			(3,774		)	(6,233		)	—			(6,233		)
Total revenue	$	401,339	$	(28,656	)	$	372,683	$	313,956	$	(8,693	)	$	305,263
Reconciliation to Net Income:
Add:
Equity in earnings of unconsolidated investments ⁽¹⁾																					99,012									44,554
Non-cash gain (loss) related to derivative instruments ⁽¹⁾																					223									(559		)
Less:
Interest expense, net ⁽¹⁾																					(40,601		)							(12,403		)
Depreciation and amortization expense ⁽¹⁾																					(32,591		)							(9,942		)
Distributions from unconsolidated investments ⁽¹⁾																					(125,470		)							(53,808		)
Non-cash compensation expense ⁽¹⁾																					(3,450		)							(1,009		)
Loss on disposal of assets ⁽¹⁾																					—									(103		)
Deficiency payments, net ⁽¹⁾																					(4,426		)							43
Income tax expense ⁽¹⁾																					(21,977		)							(16,809		)
Net income attributable to Exchange Right Holders																					(53,403		)							(38,424		)
Net income attributable to TGE																					$	71,619								$	1,063

Three Months Ended June 30, 2018 Three Months Ended June 30, 2017
Tallgrass Equity Adjusted EBITDA: Total
Adjusted
EBITDA Inter-
Segment External
Adjusted
EBITDA Total
Adjusted
EBITDA Inter-
Segment External
Adjusted
EBITDA
(in thousands)
Natural Gas Transportation $ 61,084
$ (745 ) $ 60,339
$ 39,356
$ (409 ) $ 38,947
Crude Oil Transportation 28,505
(235 ) 28,270
33,791
1,210
35,001
Gathering, Processing & Terminalling 6,167
980
7,147
6,683
(801 ) 5,882
Corporate and Other (6,233 ) —
(6,233 ) (8,775 ) —
(8,775 )
Reconciliation to Net Income:
Add:
Equity in earnings of unconsolidated investments ⁽¹⁾
44,554
12,122
Less:
Interest expense, net ⁽¹⁾
(12,403 ) (7,010 )
Depreciation and amortization expense ⁽¹⁾
(9,942 ) (6,397 )
Distributions from unconsolidated investments ⁽¹⁾
(53,808 ) (16,981 )
Non-cash loss related to derivative instruments ⁽¹⁾
(559 ) (24 )
Non-cash compensation expense ⁽¹⁾
(1,009 ) (483 )
Loss on disposal of assets ⁽¹⁾
(103 ) (37 )
Deficiency payments, net ⁽¹⁾
43
(2,347 )
Deferred income tax expense (16,809 ) (9,676 )
Net income attributable to Exchange Right Holders (38,424 ) (31,469 )
Net income attributable to TGE $ 1,063
$ 8,753


	Six Months Ended June 30, 2018									Six Months Ended June 30, 2017									Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
Tallgrass Equity Adjusted EBITDA:	Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA			Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA			Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA			Total Adjusted EBITDA			Inter- Segment			External Adjusted EBITDA
	(in thousands)																		(in thousands)
Natural Gas Transportation	$	131,736		$	(1,480	)	$	130,256		$	64,871		$	(819	)	$	64,052		$	283,128		$	(2,090	)	$	281,038		$	131,736		$	(1,480	)	$	130,256
Crude Oil Transportation	63,376			1,151			64,527			68,359			2,410			70,769			170,698			(13,154		)	157,544			63,376			1,151			64,527
Gathering, Processing & Terminalling	16,323			329			16,652			11,834			(1,591		)	10,243			51,769			15,244			67,013			16,323			329			16,652
Corporate and Other	(18,502		)	—			(18,502		)	(15,741		)	—			(15,741		)	(5,568		)	—			(5,568		)	(18,502		)	—			(18,502		)
Reconciliation to Net Income:
Add:
Equity in earnings of unconsolidated investments ⁽¹⁾							76,967									18,012									187,534									76,967
Gain on disposal of assets ⁽¹⁾							3,109									376									—									3,109
Non-cash gain related to derivative instruments ⁽¹⁾							313									664
Less:
Interest expense, net ⁽¹⁾							(23,189		)							(12,510		)							(80,311		)							(23,189		)
Depreciation and amortization expense ⁽¹⁾							(18,438		)							(12,607		)							(63,319		)							(18,438		)
Distributions from unconsolidated investments ⁽¹⁾							(97,299		)							(25,730		)							(240,568		)							(97,299		)
Non-cash compensation expense ⁽¹⁾							(1,971		)							(950		)							(20,570		)							(1,971		)
Deficiency payments, net ⁽¹⁾							(3,737		)							(6,903		)							(16,570		)							(3,737		)
Deferred income tax expense							(23,501		)							(12,340		)
Non-cash (loss) gain related to derivative instruments ⁽¹⁾																									(1,029		)							313
Income tax expense ⁽¹⁾																									(39,043		)							(23,501		)
Net income attributable to Exchange Right Holders							(87,389		)							(56,553		)							(103,945		)							(87,389		)
Net income attributable to TGE							$	17,798								$	20,782								$	122,206								$	17,798


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



	Six Months Ended June 30,
Capital Expenditures:	2019		2018
	(in thousands)
Natural Gas Transportation	$	54,174	$	72,882
Crude Oil Transportation	54,045		24,945
Gathering, Processing & Terminalling	38,549		76,342
Corporate and Other	3,283		2,106
Total capital expenditures	$	150,051	$	176,275



Assets:	June 30, 2019		December 31, 2018
	(in thousands)
Natural Gas Transportation	$	2,645,996	$	2,606,696
Crude Oil Transportation	1,749,987		1,423,740
Gathering, Processing & Terminalling	1,541,970		1,522,559
Corporate and Other	260,041		340,514
Total assets	$	6,197,994	$	5,893,509

Six Months Ended June 30,
Capital Expenditures: 2018 2017
(in thousands)
Natural Gas Transportation $ 72,882
$ 8,368
Crude Oil Transportation 24,945
18,189
Gathering, Processing & Terminalling 76,342
27,438
Corporate and Other 2,106
—
Total capital expenditures $ 176,275
$ 53,995

Assets: June 30, 2018 December 31, 2017
(in thousands)
Natural Gas Transportation $ 2,187,783
$ 1,606,666
Crude Oil Transportation 1,419,144
1,407,758
Gathering, Processing & Terminalling 1,239,021
943,340
Corporate and Other 332,248
334,249
Total assets $ 5,178,196
$ 4,292,013

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

As used in this Quarterly Report, unless the context otherwise requires, "we," "us," "our," the "Partnership," "TGE" and similar terms refer to Tallgrass Energy, LP, ~~(formerly known as~~in its individual capacity or to Tallgrass Energy, ~~GP, LP), together with~~LP and its consolidated subsidiaries collectively (including Tallgrass Equity, LLC, Tallgrass Energy Partners, LP and their respective subsidiaries)., as the context requires. References to "Tallgrass Equity" refer to Tallgrass Equity, LLC. References to "TEP" refer to Tallgrass Energy Partners, LP. The term our "general partner" refers to Tallgrass Energy GP, ~~LLC (formerly known as TEGP Management, LLC).~~LLC. References ~~to "Tallgrass Equity" refer to Tallgrass Equity, LLC, references to "TEP" refer to Tallgrass Energy Partners, LP, and references~~ to "Tallgrass Development" or "TD" refer to Tallgrass Development, LP.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report. Additionally, the following discussion and analysis should be read in conjunction with our audited financial statements and notes thereto, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations," the discussion of "Risk Factors" and the discussion of TGE's "Business" in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (our ~~"2017~~"2018 Form 10-K") filed with the United States Securities and Exchange Commission (the "SEC") on February ~~13, 2018.~~8, 2019.

A reference to a "Note" herein refers to the accompanying Notes to Condensed Consolidated Financial Statements contained in Item 1.—Financial Statements. In addition, please read "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" for information regarding certain risks inherent in our business.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report and the documents incorporated by reference herein contain forward-looking statements concerning our operations, economic performance and financial condition. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as "could," "will," "may," "assume," "forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe," "project," "budget," "potential," or "continue," and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report include our expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including guidance regarding our infrastructure programs, revenue projections, capital expenditures and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

our ability to pay dividends to our Class A shareholders;

our expected receipt of, and amounts of, distributions from Tallgrass Equity;

~~our ability to complete and integrate acquisitions, including integrating the acquisitions discussed in Note 3 –~~ ~~Acquisitions and Dispositions~~;


•	our ability to complete and integrate acquisitions, including integrating the acquisitions discussed in Note 3 – Acquisitions;

the demand for 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~~ services;

our ability to successfully contract or re-contract with 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

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.

Our operations are conducted through, and our operating assets are owned by, our direct and indirect subsidiaries, including Tallgrass Equity ~~LLC ("Tallgrass Equity")~~ in which we directly own an approximate ~~55.28%~~63.70% membership interest as of ~~August 2, 2018.~~July 31, 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.

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 facility;

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

Recent Developments

TGE Dividend Announced

On July ~~9, 2018,~~11, 2019, the ~~board~~Board of ~~directors~~Directors of our general partner declared a cash dividend for the quarter ended June 30, ~~2018~~2019 of ~~$0.4975~~$0.5400 per Class A share. The ~~dividend~~distribution will be paid on August 14, ~~2018,~~2019, to Class A shareholders of record on July 31, ~~2018.~~

~~Merger Agreement~~

On March 26, 2018, TGE entered into the Merger Agreement with Tallgrass Equity, TEP, TEP GP, and Razor Merger Sub, LLC, a Delaware limited liability company. The TEP Merger was completed effective June 30, 2018, and as a result, 47,693,097 TEP common units held by the public were converted into the right to receive Class A shares of TGE at an exchange ratio of 2.0 Class A shares for each outstanding TEP common unit, TEP's incentive distribution rights were cancelled, TEP's common units are no longer publicly traded, and 100% of TEP's equity interests are now owned by Tallgrass Equity and its subsidiaries. The TEP Merger was accounted for as an acquisition of noncontrolling interest. Following consummation of the TEP Merger, TGE changed its name from "Tallgrass Energy GP, LP" to "Tallgrass Energy, LP" and began trading on the New York Stock Exchange under the ticker symbol "TGE" on July 2, 2018.

~~TEP Revolving Credit Facility Amendment and Termination of Tallgrass Equity Credit Facility~~

On July 26, 2018, TEP and certain of its subsidiaries entered into Amendment No. 1 (the "Amendment") to its existing revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and a syndicate of lenders (the "Credit Agreement"). The Amendment modified certain provisions of the Credit Agreement to, among other things, (i) increase the available amount of the TEP revolving credit facility to $2.25 billion, (ii) reduce certain applicable margins in the pricing grids used to determine the interest rate and revolving credit commitment fees, (iii) modify the use of proceeds to allow TEP to pay off the Tallgrass Equity revolving credit facility, and (iv) increase the maximum total leverage ratio to 5.50 to 1.00. In connection with the Amendment, Tallgrass Equity repaid all outstanding borrowings and terminated its revolving credit facility on July 26, 2018.2019.

How We Evaluate Our Operations

We evaluate our results using, among other measures, contract profile and volumes, operating costs and expenses, Adjusted EBITDA and Cash Available for Dividends. Adjusted EBITDA and Cash Available for Dividends are non-GAAP measures and 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, ~~distributions to noncontrolling interests in excess of earnings allocated to noncontrolling interests,~~current income tax, 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 ~~and Adjusted EBITDA~~ are not presentations made in accordance with GAAP. The following table presents a reconciliation of Adjusted EBITDA to ~~net~~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 June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
	(in thousands)												(in thousands)
Reconciliation of Tallgrass Equity Adjusted EBITDA to Net Income
Reconciliation of Tallgrass Equity Adjusted EBITDA to Net income attributable to TGE
Net income attributable to TGE	$	1,063		$	8,753		$	17,798		$	20,782		$	71,619		$	1,063		$	122,206		$	17,798
Add:
Interest expense, net ⁽¹⁾	12,403			7,010			23,189			12,510			40,601			12,403			80,311			23,189
Depreciation and amortization expense ⁽¹⁾	9,942			6,397			18,438			12,607			32,591			9,942			63,319			18,438
Distributions from unconsolidated investments ⁽¹⁾	53,808			16,981			97,299			25,730			125,470			53,808			240,568			97,299
Deficiency payments, net ⁽¹⁾	(43		)	2,347			3,737			6,903			4,426			(43		)	16,570			3,737
Non-cash compensation expense ⁽¹⁾⁽²⁾	1,009			483			1,971			950			3,450			1,009			20,570			1,971
Deferred income tax expense	16,809			9,676			23,501			12,340
Income tax expense ⁽¹⁾													21,977			16,809			39,043			23,501
Net income attributable to Exchange Right Holders	38,424			31,469			87,389			56,553			53,403			38,424			103,945			87,389
Less:
Equity in earnings of unconsolidated investments ⁽¹⁾	(44,554		)	(12,122		)	(76,967		)	(18,012		)	(99,012		)	(44,554		)	(187,534		)	(76,967		)
Non-cash (gain) loss related to derivative instruments ⁽¹⁾													(223		)	559			1,029			(313		)
Loss (gain) on disposal of assets ⁽¹⁾	103			37			(3,109		)	(376		)	—			103			—			(3,109		)
Non-cash loss (gain) related to derivative instruments ⁽¹⁾	559			24			(313		)	(664		)
Gain on remeasurement of unconsolidated investment ⁽¹⁾	—			—			—			—
Tallgrass Equity Adjusted EBITDA	$	89,523		$	71,055		$	192,933		$	129,323		$	254,302		$	89,523		$	500,027		$	192,933
Reconciliation of Tallgrass Equity Adjusted EBITDA and Cash Available for Dividends to Net Cash Provided by Operating Activities
Net cash provided by operating activities	$	179,660		$	135,804		$	331,260		$	237,970		$	186,666		$	179,660		$	330,414		$	331,260
Add:
Interest expense, net ⁽¹⁾	12,403			7,010			23,189			12,510			40,601			12,403			80,311			23,189
Other, including changes in operating working capital ⁽¹⁾	(102,540		)	(71,759		)	(161,516		)	(121,157		)	27,035			(102,540		)	89,302			(161,516		)
Tallgrass Equity Adjusted EBITDA	$	89,523		$	71,055		$	192,933		$	129,323		$	254,302		$	89,523		$	500,027		$	192,933
Less:
Cash interest cost ⁽¹⁾	(11,899		)	(6,579		)	(22,181		)	(11,642		)	(39,060		)	(11,899		)	(77,199		)	(22,181		)
Maintenance capital expenditures, net ⁽¹⁾	(2,745		)	(1,133		)	(3,771		)	(1,150		)	(10,405		)	(2,745		)	(17,393		)	(3,771		)
Current income tax expense ⁽¹⁾													(49		)	—			(49		)	—
Tallgrass Equity Cash Available for Dividends	$	74,879		$	63,343		$	166,981		$	116,531		$	204,788		$	74,879		$	405,386		$	166,981


⁽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 June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
	(in thousands)												(in thousands)
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Natural Gas Transportation Segment ⁽¹⁾
Operating income	$	16,882		$	14,726		$	36,266		$	32,894		$	16,970		$	16,882		$	36,906		$	36,266
Add:
Depreciation and amortization expense ⁽²⁾	1,767			1,359			3,338			2,718			4,959			1,767			9,907			3,338
Distributions from unconsolidated investment ⁽²⁾	52,913			16,818			96,404			25,369			121,702			52,913			235,097			96,404
Other, net ⁽²⁾	471			282			1,047			352			629			471			1,218			1,047
Less:
Adjusted EBITDA attributable to noncontrolling interests	(10,949		)	6,171			(5,319		)	3,571			—			(10,949		)	—			(5,319		)
Non-cash gain related to derivative instruments ⁽²⁾	—			—			—			(33		)
Tallgrass Equity Segment Adjusted EBITDA	$	61,084		$	39,356		$	131,736		$	64,871		$	144,260		$	61,084		$	283,128		$	131,736
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Crude Oil Transportation Segment ⁽¹⁾
Operating income	$	65,714		$	50,259		$	112,241		$	93,984		$	68,963		$	65,714		$	130,400		$	112,241
Add:
Depreciation and amortization expense ⁽²⁾	4,953			3,790			9,301			7,561			13,744			4,953			27,443			9,301
Distributions from unconsolidated investment													2,111			—			2,111			—
Deficiency payments, net ⁽²⁾	(393		)	1,987			2,248			5,866			5,139			(393		)	10,744			2,248
Less:
Adjusted EBITDA attributable to noncontrolling interests	(41,769		)	(22,250		)	(60,414		)	(38,872		)	—			(41,769		)	—			(60,414		)
Non-cash loss (gain) related to derivative instruments ⁽²⁾	—			5			—			(180		)
Tallgrass Equity Segment Adjusted EBITDA	$	28,505		$	33,791		$	63,376		$	68,359		$	89,957		$	28,505		$	170,698		$	63,376
Reconciliation of Tallgrass Equity Adjusted EBITDA to Operating Income in the Gathering, Processing & Terminalling Segment ⁽¹⁾
Operating income	$	5,722		$	6,777		$	29,027		$	11,883		$	11,997		$	5,722		$	20,606		$	29,027
Add:
Depreciation and amortization expense ⁽²⁾	2,794			1,248			5,148			2,328			12,778			2,794			24,255			5,148
Non-cash loss (gain) related to derivative instruments ⁽²⁾	559			19			(313		)	79
Non-cash (gain) loss related to derivative instruments ⁽²⁾													(223		)	559			1,029			(313		)
Distributions from unconsolidated investments ⁽²⁾	895			163			895			361			1,657			895			3,360			895
Deficiency payments, net ⁽²⁾	209			360			1,223			1,037			(1,100		)	209			5,047			1,223
Other, net ⁽²⁾	—			143			—			143			(44		)	—			(64		)	—
Less:
Loss (gain) on disposal of assets ⁽²⁾	103			37			(3,109		)	(376		)	—			103			—			(3,109		)
Adjusted EBITDA attributable to noncontrolling interests	(4,115		)	(2,064		)	(16,548		)	(3,621		)	(1,206		)	(4,115		)	(2,464		)	(16,548		)
Tallgrass Equity Segment Adjusted EBITDA	$	6,167		$	6,683		$	16,323		$	11,834		$	23,859		$	6,167		$	51,769		$	16,323
Total Tallgrass Equity Segment Adjusted EBITDA	$	95,756		$	79,830		$	211,435		$	145,064		$	258,076		$	95,756		$	505,595		$	211,435
Corporate general and administrative costs	(6,233		)	(8,775		)	(18,502		)	(15,741		)	(3,774		)	(6,233		)	(5,568		)	(18,502		)
Total Tallgrass Equity Adjusted EBITDA	$	89,523		$	71,055		$	192,933		$	129,323		$	254,302		$	89,523		$	500,027		$	192,933


⁽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 1517 – Reportable Segments ~~to the accompanying condensed consolidated financial statements.~~.


⁽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 average daily operating metrics for the periods indicated:


	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017	2019	2018	2019	2018
Natural Gas Transportation Segment:
Gas transportation average firm contracted volumes (MMcf/d)⁽¹⁾	1,563	1,495	1,704	1,603
TIGT and Trailblazer average firm contracted volumes (MMcf/d)⁽¹⁾					2,743	1,563	2,333	1,704
Rockies Express average firm contracted volumes (MMcf/d) ⁽²⁾					4,204	4,099	4,204	4,103
Crude Oil Transportation Segment:
Crude oil transportation average contracted capacity (Bbls/d)	307,096	301,932	305,348	300,265
Crude oil transportation average throughput (Bbls/d)	348,220	273,732	319,141	267,851
Pony Express average contracted capacity (Bbls/d)					311,932	307,096	310,265	305,348
Pony Express average throughput (Bbls/d)					347,565	348,220	341,689	319,141
Gathering, Processing & Terminalling Segment:
Natural gas processing inlet volumes (MMcf/d)	119	105	118	104	104	119	107	118
Freshwater average volumes (Bbls/d)	25,203	107,776	35,357	86,265	92,400	25,203	59,909	35,357
Produced water gathering and disposal average volumes (Bbls/d)	91,984	16,561	88,695	13,161	191,808	91,984	176,120	88,695


⁽¹⁾	Volumes transported under firm fee contracts, excluding Rockies Express.


⁽²⁾	Volumes transported under long-term firm fee contracts.

The following provides a summary of our consolidated results of operations for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
	(in thousands)												(in thousands)
Revenues:
Crude oil transportation services	$	101,166		$	89,855		$	185,904		$	174,186		$	99,456		$	101,166		$	194,612		$	185,904
Natural gas transportation services	31,474			29,429			63,670			61,114			32,345			31,474			65,861			63,670
Sales of natural gas, NGLs, and crude oil	37,250			22,918			75,395			38,299			37,843			37,250			76,707			75,395
Processing and other revenues	23,699			18,661			47,714			31,664			41,880			23,699			71,696			47,714
Total Revenues	193,589			160,863			372,683			305,263			211,524			193,589			408,876			372,683
Operating Costs and Expenses:
Cost of sales	27,694			19,386			54,045			31,756			19,268			27,694			38,553			54,045
Cost of transportation services	12,664			14,758			23,084			28,261			19,754			12,664			34,826			23,084
Operations and maintenance	18,440			15,254			34,839			28,157			23,472			18,440			41,518			34,839
Depreciation and amortization	27,690			22,091			53,813			43,494			32,980			27,690			63,981			53,813
General and administrative	19,085			15,334			37,511			29,551			18,715			19,085			50,987			37,511
Taxes, other than income taxes	8,462			6,912			17,341			15,138			7,711			8,462			18,709			17,341
Loss (gain) on disposal of assets	279			184			(9,138		)	(1,264		)	28			279			242			(9,138		)
Total Operating Costs and Expenses	114,314			93,919			211,495			175,093			121,928			114,314			248,816			211,495
Operating Income	79,275			66,944			161,188			130,170			89,596			79,275			160,060			161,188
Other Income (Expense):
Equity in earnings of unconsolidated investments	78,187			42,741			146,589			63,479			99,012			78,187			187,534			146,589
Interest expense, net	(31,282		)	(21,114		)	(61,043		)	(37,131		)	(40,595		)	(31,282		)	(80,300		)	(61,043		)
Other income, net	330			272			781			2,227			198			330			375			781
Total Other Income (Expense)	47,235			21,899			86,327			28,575			58,615			47,235			107,609			86,327
Net income before tax	126,510			88,843			247,515			158,745			148,211			126,510			267,669			247,515
Deferred income tax expense	(16,809		)	(9,676		)	(23,501		)	(12,340		)
Income tax expense													(21,981		)	(16,809		)	(39,047		)	(23,501		)
Net income	109,701			79,167			224,014			146,405			126,230			109,701			228,622			224,014
Net income attributable to noncontrolling interests	(108,638		)	(70,414		)	(206,216		)	(125,623		)	(54,611		)	(108,638		)	(106,416		)	(206,216		)
Net income attributable to TGE	$	1,063		$	8,753		$	17,798		$	20,782		$	71,619		$	1,063		$	122,206		$	17,798

Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2017~~2018

Revenues. Total revenues were $211.5 million for the three months ended June 30, 2019, compared to $193.6 million for the three months ended June 30, 2018, ~~compared to $160.9~~which represents an increase of $17.9 million, or 9%, in total revenues. The overall increase was largely driven by increased revenues of $17.2 million and $7.4 million in the Gathering, Processing & Terminalling and Crude Oil Transportation segments, respectively, partially offset by a $6.6 million increase in eliminations of intersegment revenue, as discussed further below.

Operating costs and expenses. Operating costs and expenses were $121.9 million for the three months ended June 30, 2017, which represents an increase of $32.7 million, or 20%, in total revenues. The overall increase in revenue was largely driven by increased revenues of $27.2 million, $17.0 million, and $1.8 million in the Gathering, Processing & Terminalling, Crude Oil Transportation, and Natural Gas Transportation segments, respectively, as discussed further below, partially offset by a $13.3 million increase in eliminations of intersegment revenue.

~~Operating costs and expenses. Operating costs and expenses were~~2019 compared to $114.3 million for the three months ended June 30, 2018, ~~compared to $93.9 million for the three months ended June 30, 2017,~~ which represents an increase of ~~$20.4~~$7.6 million, or ~~22%~~7%. The overall increase in operating costs and expenses is driven by increased operating costs and expenses of ~~$28.3~~$10.9 million and ~~$1.6~~$4.1 million in the Gathering, Processing & Terminalling and Crude Oil Transportation segments, respectively, partially offset by decreased operating costs and expenses of ~~$9.2 million and $0.3~~$7.3 million in the Corporate and Other ~~and Natural Gas Transportation segments,~~segment, as discussed further below. The decrease in Corporate and Other expenses was primarily driven by a ~~$13.4~~$6.5 million increase in eliminations of intersegment operating costs and expenses ~~partially offset by~~and a ~~$3.0~~$0.8 million ~~increase~~decrease in corporate general and administrative costs due to $5.0 million in expenses at TEP and Tallgrass Equity attributable to the Merger Agreement and the transactions contemplated by the Merger Agreement and a $1.2 million increase in depreciation and amortization costs due to the administrative assets acquired from TD in February 2018.costs.

Equity in earnings of unconsolidated investments. Equity in earnings of unconsolidated investments was ~~$78.2~~$99.0 million and ~~$42.7~~$78.2 million for the three months ended June 30, 2019 and 2018, respectively. Equity in earnings of unconsolidated investments of $99.0 million for the three months ended June 30, 2019 primarily reflects our portion of earnings and ~~2017,~~the $8.5 million of amortization of a negative basis difference associated with our aggregate 75% membership interest in Rockies Express, as well as equity in earnings of $1.5 million and $0.8 million, related to our 51% membership interests in Pawnee

Terminal and Powder River Gateway, respectively. Equity in earnings of unconsolidated investments of $78.2 million for the three months ended June 30, 2018 primarily reflects our portion of earnings and the $9.7 million of amortization of a negative basis difference associated with our aggregate 75% membership interest in Rockies Express, ~~inclusive of the additional 25.01% membership interest acquired in February 2018,~~ as well as $1.3 million and $0.7 million of equity in earnings related to our 51% membership interest in Pawnee Terminal and 63% membership interest in BNN Colorado, ~~Water, LLC ("BNN Colorado"),~~ respectively. ~~Equity~~The overall increase was primarily driven by a $20.5 million increase in equity in earnings from Rockies Express primarily due to the proceeds from the contract termination discussed in Note 16 – Legal and Environmental Matters and lower interest expense due to the repayment of ~~unconsolidated investments~~Rockies Express' $550 million of ~~$42.7~~6.85% senior notes due July 15, 2018.

Interest expense, net. Interest expense of $40.6 million for the three months ended June 30, ~~2017~~2019 was primarily ~~reflects our portion~~composed of ~~earnings~~interest and ~~the $6.6 million of amortization of a negative basis difference~~fees associated with ~~our 49.99% membership interest in Rockies Express, as well as $0.7 million of equity in earnings related to our 20% membership interest in Deeprock Development.~~

~~Interest expense, net.~~ the TEP revolving credit facility and Senior Notes. Interest expense of $31.3 million for the three months ended June 30, 2018 was primarily composed of interest and fees associated with the TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes ~~issued on September 1, 2016~~ and ~~May 16, 2017, and the~~ 2028 Notes issued on September 15, 2017 and December 11, 2017. Interest expense of $21.1 million for the three months ended June 30, 2017 was primarily composed of interest and fees associated with TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes issued on September 1, 2016 and May 16, 2017.Notes. The increase in interest and fees is primarily due to increased borrowings to fund a portion of our ~~2017~~2018 and 2019 acquisitions and a special contribution to Rockies Express to fund our pro rata portion of the repayment of Rockies Express' $550 million of 6.85% senior notes due July 15, 2018, ~~acquisitions,~~ as well as the higher borrowing rate on the ~~2024 and 2028~~Senior Notes, the proceeds of which were used to repay borrowings under ~~TEP's~~the revolving credit facility.

~~Deferred income~~Income tax expense. ~~Deferred income~~Income tax expense for the three months ended June 30, ~~2018~~2019 was ~~$16.8~~$22.0 million, compared to ~~deferred~~ income tax expense of ~~$9.7~~$16.8 million for the three months ended June 30, ~~2017.~~2018. The increase in ~~deferred~~ income tax expense was ~~a result of~~primarily due to our increased ownership in TEP ~~due to~~effective June 30, 2018 as a result of the merger transaction with TEP ~~Merger~~and the exercise of the Exchange Right effective March 11, 2019 and the resulting increase in income allocated to TGE.

Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2017~~2018

Revenues. Total revenues were $408.9 million for the six months ended June 30, 2019, compared to $372.7 million for the six months ended June 30, 2018, ~~compared to $305.3 million for the six months ended June 30, 2017,~~ which represents an increase of ~~$67.4~~$36.2 million, or ~~22%~~10%, in total revenues. The overall increase in revenue was largely driven by increased revenues of ~~$63.8 million, $22.0~~$27.3 million and ~~$1.6~~$27.2 million in the Gathering, Processing & Terminalling and Crude Oil Transportation ~~and Natural Gas Transportation~~ segments, respectively, ~~as discussed further below,~~ partially offset by a ~~$20.0~~$17.9 million increase in eliminations of intersegment ~~revenue.~~revenue and decreased revenues of $0.4 million in the Natural Gas Transportation segment, as discussed further below.

Operating costs and expenses. Operating costs and expenses were $248.8 million for the six months ended June 30, 2019 compared to $211.5 million for the six months ended June 30, 2018, ~~compared to $175.1 million for the six months ended June 30, 2017,~~ which represents an increase of ~~$36.4~~$37.3 million, or ~~21%~~18%. The overall increase in operating costs and expenses is driven by increased operating costs and expenses of ~~$46.6~~$35.8 million and ~~$3.8~~$9.0 million in the Gathering, Processing & Terminalling and Crude Oil Transportation segments, respectively, partially offset by decreased operating costs and expenses of ~~$12.2~~$6.4 million and ~~$1.8~~$1.1 million in the Corporate and Other and Natural Gas Transportation segments, as discussed further below. The decrease in Corporate and Other expenses was primarily driven by a ~~$20.0~~$17.9 million increase in eliminations of intersegment operating costs and expenses, partially offset by a ~~$5.9~~$11.5 million increase in corporate general and administrative costs ~~and a $1.9 million~~due to an increase in ~~depreciation and amortization~~equity-based compensation costs ~~due~~related to the ~~administrative assets acquired from TD~~accelerated vesting of certain Equity Participation Shares as a result of the change in February 2018. The increase in corporate general and administrative costs was due to $7.1 million in expenses at TEP and Tallgrass Equity attributable to the Merger Agreement and the transactions contemplatedcontrol triggered by the ~~Merger Agreement and Tallgrass Equity's acquisition of an additional 25.01% membership interest in Rockies Express and additional TEP common units.~~Blackstone Acquisition.

Equity in earnings of unconsolidated investments. Equity in earnings of unconsolidated investments was ~~$146.6~~$187.5 million and ~~$63.5~~$146.6 million for the six months ended June 30, 2019 and 2018, respectively. Equity in earnings of unconsolidated investments of $187.5 million for the six months ended June 30, 2019 primarily reflects our portion of earnings and ~~2017,~~the $17.0 million of amortization of a negative basis difference associated with our aggregate 75% membership interest in Rockies Express, as well as equity in earnings of $2.9 million and $1.7 million, related to our 51% membership interests in Pawnee Terminal and Powder River Gateway, respectively. Equity in earnings of unconsolidated investments of $146.6 million for the six months ended June 30, 2018 primarily reflects our portion of earnings and the $18.1 million of amortization of a negative basis difference associated with our ~~aggregate~~ 75% membership interest in Rockies Express, inclusive of ~~the~~Tallgrass Equity's additional 25.01% membership interest acquired in February 2018, as well as $2.0 million and $1.3 million of equity in earnings related to our 63% membership interest in BNN Colorado and 51% membership interest in ~~Pawnee. Equity~~Pawnee Terminal, respectively. The overall increase was primarily driven by a $39.7 million increase in equity in earnings from Rockies Express as a result of ~~unconsolidated investments~~the additional 25.01% membership interest acquired in February 2018, the proceeds from the contract termination discussed in Note 16 – Legal and Environmental Matters, as well as lower interest expense due to the repayment of ~~$63.5~~Rockies Express' $550 million of 6.85% senior notes due July 15, 2018.

Interest expense, net. Interest expense of $80.3 million for the six months ended June 30, ~~2017~~2019 was primarily ~~reflects our portion~~composed of ~~earnings~~interest and ~~the $10.1 million of amortization of a negative basis difference~~fees associated with ~~our 49.99% membership interest in Rockies Express, as well as $1.4 million of equity in earnings related to our 20% membership interest in Deeprock Development.~~

~~Interest expense, net.~~ the TEP revolving credit facility and Senior Notes. Interest expense of $61.0 million for the six months ended June 30, 2018 was primarily composed of interest and fees associated with the TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes ~~issued on September 1, 2016~~ and ~~May 16, 2017, and the~~ 2028 Notes issued on September 15, 2017 and December 11, 2017. Interest expense of $37.1 million for the six months ended June 30, 2017 was primarily composed of interest and fees associated with TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes issued on September 1, 2016 and May 16, 2017.Notes. The increase in interest and fees is primarily due to increased borrowings to fund a portion of our ~~2017~~2018 and 2019 acquisitions and a special contribution to Rockies Express to fund our pro rata portion of the repayment of Rockies Express' $550 million of 6.85% senior notes due July 15, 2018, ~~acquisitions,~~ as well as the higher borrowing rate on the ~~2024 and 2028~~2023 Notes, the proceeds of which were used to repay borrowings under ~~TEP's~~the revolving credit facility.

Other income, net. Other income, net typically includes rental income and income earned from certain customers related to the capital costs we incurred to connect these customers to our system. Other income for the six months ended June 30, ~~2018~~2019 was ~~$0.8~~$0.4 million compared to ~~$2.2~~$0.8 million of other income for the six months ended June 30, 2017. Other income of $2.2 million for the six months ended June 30, 2017 included a $1.9 million unrealized gain on derivative instrument related to the change in fair value of the call option received from TD as part of the acquisition of an additional 31.3% membership interest in Pony Express as discussed further in Note 8 – ~~Risk Management~~.2018.

~~Deferred income~~Income tax expense. ~~Deferred income~~Income tax expense for the six months ended June 30, ~~2018~~2019 was ~~$23.5~~$39.0 million, compared to ~~deferred~~ income tax expense of ~~$12.3~~$23.5 million for the six months ended June 30, ~~2017.~~2018. The increase in ~~deferred~~ income tax expense was ~~a result of~~primarily due to our increased ownership in TEP ~~due to~~effective June 30, 2018 as a result of the merger transaction with TEP ~~Merger~~and the exercise of the Exchange Right effective March 11, 2019 and the resulting increase in income allocated to TGE.

The following provides a summary of our Natural Gas Transportation segment results of operations for the periods indicated:


Segment Financial Data - Natural Gas Transportation ⁽¹⁾	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Segment Financial Data – Natural Gas Transportation ⁽¹⁾									Three Months Ended June 30,				Six Months Ended June 30,
									2019		2018		2019		2018
	(in thousands)								(in thousands)
Revenues:
Natural gas transportation services	$	32,936	$	30,871	$	66,990	$	64,001	$	32,832	$	32,936	$	66,762	$	66,990
Sales of natural gas, NGLs, and crude oil	108		539		345		2,190		119		108		119		345
Processing and other revenues	1,885		1,700		3,796		3,347		1,920		1,885		3,832		3,796
Total revenues	34,929		33,110		71,131		69,538		34,871		34,929		70,713		71,131
Operating costs and expenses:
Cost of sales	88		521		431		1,591		841		88		841		431
Cost of transportation services	822		482		954		1,242		594		822		332		954
Operations and maintenance	7,324		7,910		13,487		14,388		6,981		7,324		13,021		13,487
Depreciation and amortization	4,851		4,792		9,678		9,575		4,959		4,851		9,907		9,678
General and administrative	3,957		3,560		7,891		7,354		3,381		3,957		7,261		7,891
Taxes, other than income taxes	1,005		1,119		2,424		2,494		1,145		1,005		2,445		2,424
Total operating costs and expenses	18,047		18,384		34,865		36,644		17,901		18,047		33,807		34,865
Operating income	$	16,882	$	14,726	$	36,266	$	32,894	$	16,970	$	16,882	$	36,906	$	36,266


⁽¹⁾	Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see Note 1517 – Reportable Segments ~~to the accompanying condensed consolidated financial statements.~~.

Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2017~~2018

Revenues. Natural Gas Transportation segment revenues were $34.9 million for the three months ended June 30, ~~2018,~~2019, compared to ~~$33.1~~$34.9 million for the three months ended June 30, 2017, which represents an increase of $1.8 million, or 5%, in segment revenues due to a $2.1 million increase in natural gas transportation services driven by increased revenue associated with increased volumes shipped due to increased throughput and contracted capacity in the second quarter of 2018, partially offset by a $0.4 million decrease in the sale of natural gas.2018.

Operating costs and expenses. Operating costs and expenses in the Natural Gas Transportation segment were $17.9 million for the three months ended June 30, 2019, compared to $18.0 million for the three months ended June 30, ~~2018, compared~~2018. The overall decrease in operating costs and expenses was primarily due to ~~$18.4~~a $0.6 million ~~for~~decrease in general and administrative costs and a $0.3 million decrease in operations and maintenance costs, partially offset by a $0.8 million increase in cost of sales driven by a lower of cost and net realizable value inventory adjustment during the three months ended June 30, ~~2017,~~2019.

Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

Revenues. Natural Gas Transportation segment revenues were $70.7 million for the six months ended June 30, 2019, compared to $71.1 million for the six months ended June 30, 2018, which represents a decrease of ~~$0.3~~$0.4 million in segment revenues.

Operating costs and expenses. Operating costs and expenses in the Natural Gas Transportation segment were $33.8 million for the six months ended June 30, 2019, compared to $34.9 million for the six months ended June 30, 2018, which represents a decrease of $1.1 million, or 2%3%. The overall decrease in operating costs and expenses was primarily due to a ~~decrease of~~ $0.6 million decrease in ~~operations~~general and ~~maintenance~~administrative costs ~~driven by the timing of pipeline integrity work~~ and a ~~$0.4~~$0.6 million decrease in cost of ~~sales~~transportation services driven by ~~decreased volumes~~cash settlements of ~~natural gas sold, partially offset by a $0.4 million increase in general and administrative expenses and a $0.3 million increase in cost of transportation services.~~

~~Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017~~

~~Revenues.~~ Natural Gas Transportation segment revenues were $71.1 million for the six months ended June 30, 2018, compared to $69.5 million for the six months ended June 30, 2017, which represents an increase of $1.6 million, or 2%, in segment revenues due to a $3.0 million increase in natural gas transportation services due to increased revenue associated with increased throughput and contracted capacity in the second quarter of 2018 and colder weather in the first quarter of 2018, both resulting in higher volumes transportedshipper imbalances at TIGT during the six months ended June 30, ~~2018, partially offset by a $1.8 million decrease in sales of natural gas driven by decreased volumes sold.~~

~~Operating costs and expenses~~. Operating costs and expenses in the Natural Gas Transportation segment were $34.9 million for the six months ended June 30, 2018, compared to $36.6 million for the six months ended June 30, 2017, which represents a decrease of $1.8 million, or 5%. The overall decrease in operating costs and expenses was primarily due to a $1.2 million decrease in cost of sales driven by decreased volumes of natural gas sold and a $0.9 million decrease in operations and maintenance costs driven by the timing of pipeline integrity work, partially offset by a $0.5 million increase in general and administrative expenses.2019.

The following provides a summary of our Crude Oil Transportation segment results of operations for the periods indicated:


Segment Financial Data - Crude Oil Transportation ⁽¹⁾	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Segment Financial Data – Crude Oil Transportation ⁽¹⁾									Three Months Ended June 30,				Six Months Ended June 30,
									2019		2018		2019		2018
	(in thousands)								(in thousands)
Revenues:
Crude oil transportation services	$	110,591	$	89,855	$	198,648	$	174,186	$	115,393	$	110,591	$	224,971	$	198,648
Sales of natural gas, NGLs, and crude oil	2,066		5,890		3,975		6,553		4,730		2,066		4,730		3,975
Processing and other revenues	135		—		135		—		47		135		253		135
Total revenues	112,792		95,745		202,758		180,739		120,170		112,792		229,954		202,758
Operating costs and expenses:
Cost of sales	2,029		5,335		3,995		5,335		4,088		2,029		4,609		3,995
Cost of transportation services	17,647		13,869		32,034		27,751		19,632		17,647		36,530		32,034
Operations and maintenance	3,010		3,194		5,880		6,072		3,794		3,010		6,844		5,880
Depreciation and amortization	13,593		13,088		26,959		26,103		13,744		13,593		27,443		26,959
General and administrative	4,320		4,804		8,812		9,998		4,474		4,320		9,930		8,812
Taxes, other than income taxes	6,479		5,196		12,837		11,496		5,475		6,479		14,198		12,837
Total operating costs and expenses	47,078		45,486		90,517		86,755		51,207		47,078		99,554		90,517
Operating income	$	65,714	$	50,259	$	112,241	$	93,984	$	68,963	$	65,714	$	130,400	$	112,241


⁽¹⁾	Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see Note 1517 – Reportable Segments ~~to the accompanying condensed consolidated financial statements.~~.

Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2017~~2018

Revenues. Crude Oil Transportation segment revenues were $120.2 million for the three months ended June 30, 2019, compared to $112.8 million for the three months ended June 30, 2018, ~~compared to $95.7 million for the three months ended June 30, 2017,~~ which represents an increase of ~~$17.0~~$7.4 million, or ~~18%~~7%, in segment revenues driven by a ~~$20.7~~$4.8 million increase in crude oil transportation services ~~partially offset by~~and a ~~$3.8~~$2.7 million ~~decrease~~increase in sales of crude oil primarily due to ~~decreased~~increased volumes sold during the three months ended June 30, ~~2018.~~2019. The increase in crude oil transportation services revenue was primarily driven by a ~~$13.0 million increase in committed volume shipments and a $9.1~~$6.2 million increase in walk-up barrels shipped ~~during the three months ended June 30, 2018 compared~~and a $3.3 million increase due to the ~~three months ended June 30, 2017. These increases were~~FERC annual index adjustments effective July 1, 2018, partially offset by a ~~$6.4~~$4.6 million ~~net~~ decrease in ~~revenue from a~~ committed shipper ~~that extended its contract during the fourth quarter of 2017, thereby paying a lower tariff rate, which was partially offset by increased volumes shipped.~~volumes.

Operating costs and expenses. Operating costs and expenses in the Crude Oil Transportation segment were $51.2 million for the three months ended June 30, 2019 compared to $47.1 million for the three months ended June 30, 2018, ~~compared to $45.5 million for the three months ended June 30, 2017,~~ which represents an increase of ~~$1.6~~$4.1 million, or 3%9%. The overall increase in operating costs and expenses was primarily driven by a ~~$3.8~~$2.1 million increase in cost of sales primarily due to increased volumes sold during the three months ended June 30, 2019 and a $2.0 million increase in cost of transportation services driven by higher ~~throughput volumes during~~costs for drag reducing agents and electric associated with flow rate testing on a portion of the ~~three months ended June 30, 2018 compared to~~Pony Express System in the ~~three months ended June 30, 2017 and~~second quarter of 2019, partially offset by a ~~$1.3~~$1.0 million ~~increase~~decrease in taxes, other than income taxes driven by ~~an increase~~a decrease in property tax assessment estimates. ~~These increases were partially offset by a $3.3 million decrease in cost of sales driven by decreased volumes sold and a $0.5 million decrease in general and administrative expenses.~~

Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2017~~2018

Revenues. Crude Oil Transportation segment revenues were $230.0 million for the six months ended June 30, 2019, compared to $202.8 million for the six months ended June 30, 2018, ~~compared to $180.7 million for the six months ended June 30, 2017,~~ which represents an increase of ~~$22.0~~$27.2 million, or ~~12%~~13%, in segment revenues driven by a ~~$24.5~~$26.3 million increase in crude oil transportation ~~services, partially offset by a $2.6 million decrease in sales of crude oil primarily due to decreased volumes sold during the six months ended June 30, 2018.~~services. The increase in crude oil transportation services revenue was primarily driven by a ~~$19.1 million increase in committed volume shipments and a $12.4~~$17.7 million increase in walk-up barrels shipped, ~~during the six months ended June 30, 2018 compared~~a $6.7 million increase due to the ~~six months ended June 30, 2017. These increases were partially offset by~~FERC annual index adjustments effective July 1, 2018, and a ~~$12.8~~$1.7 million ~~net decrease~~increase in ~~revenue from a~~ committed shipper ~~that extended its contract during the fourth quarter of 2017, thereby paying a lower tariff rate, which was partially offset by increased volumes shipped.~~volumes.

Operating costs and expenses. Operating costs and expenses in the Crude Oil Transportation segment were $99.6 million for the six months ended June 30, 2019 compared to $90.5 million for the six months ended June 30, 2018, ~~compared to $86.8 million for the six months ended June 30, 2017,~~ which represents an increase of ~~$3.8~~$9.0 million, or 4%10%. The overall increase in operating costs and expenses was primarily driven by a ~~$4.3~~$4.5 million increase in cost of transportation services driven by higher throughput volumes during the six months ended June 30, ~~2018~~2019 compared to the six months ended June 30, ~~2017~~2018 and higher costs for drag reducing agents and electric associated with flow rate testing on a ~~$1.3~~portion of the Pony Express System in the second quarter of 2019, a $1.4 million increase in taxes, other than income taxes driven by an increase in property tax assessment ~~estimates. These increases were partially offset by a $1.3 million decrease in cost of sales driven by decreased volumes sold~~estimates, and a ~~$1.2~~$1.1 million ~~decrease~~increase in general and administrative ~~expenses.~~costs.

The following provides a summary of our Gathering, Processing & Terminalling segment results of operations for the periods indicated:


Segment Financial Data - Gathering, Processing & Terminalling ⁽¹⁾	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018			2017
Segment Financial Data – Gathering, Processing & Terminalling ⁽¹⁾											Three Months Ended June 30,				Six Months Ended June 30,
											2019		2018		2019		2018
	(in thousands)										(in thousands)
Revenues:
Sales of natural gas, NGLs, and crude oil	$	35,076	$	16,489	$	71,075		$	29,556		$	32,994	$	35,076	$	71,858	$	71,075
Processing and other revenues	28,536		19,883		56,375			34,123			47,768		28,536		82,938		56,375
Total revenues	63,612		36,372		127,450			63,679			80,762		63,612		154,796		127,450
Operating costs and expenses:
Cost of sales	25,698		13,627		50,264			25,028			14,434		25,698		33,313		50,264
Cost of transportation services	11,818		4,674		18,107			7,763			23,712		11,818		44,341		18,107
Operations and maintenance	8,106		4,150		15,472			7,697			12,697		8,106		21,653		15,472
Depreciation and amortization	8,070		4,211		15,364			7,816			13,167		8,070		24,917		15,364
General and administrative	2,941		2,152		6,274			3,608			3,636		2,941		7,658		6,274
Taxes, other than income taxes	978		597		2,080			1,148			1,091		978		2,066		2,080
Loss (gain) on disposal of assets	279		184		(9,138		)	(1,264		)	28		279		242		(9,138		)
Total operating costs and expenses	57,890		29,595		98,423			51,796			68,765		57,890		134,190		98,423
Operating income	$	5,722	$	6,777	$	29,027		$	11,883		$	11,997	$	5,722	$	20,606	$	29,027


⁽¹⁾	Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see Note 1517 – Reportable Segments ~~to the accompanying condensed consolidated financial statements.~~.

Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2017~~2018

Revenues. Gathering, Processing & Terminalling segment revenues were $80.8 million for the three months ended June 30, 2019, compared to $63.6 million for the three months ended June 30, 2018, ~~compared to $36.4 million for the three months ended June 30, 2017,~~ which represents a ~~$27.2~~$17.2 million, or ~~75%~~27%, increase in segment revenues. The increase in segment revenues was due to a $19.2 million increase in processing and other revenues, partially offset by a $2.1 million decrease in sales of natural gas, NGLs, and crude oil. The increase in processing and other revenues was driven by increased water business services revenue of $19.1 million driven by the consolidation of BNN Colorado in December 2018, the acquisitions of NGL Water Solutions Bakken in November 2018 and CES in May 2019, and increased produced water disposal and fresh water transportation volumes. The decrease in sales of natural gas, NGLs, and crude oil was driven by decreased sales of NGLs of $14.3 million primarily due to lower NGL prices and volumes, partially offset by increased crude oil sales of $11.6 million at Stanchion.

Operating costs and expenses. Operating costs and expenses in the Gathering, Processing & Terminalling segment were $68.8 million for the three months ended June 30, 2019 compared to $57.9 million for the three months ended June 30, 2018, which represents an increase of $10.9 million, or 19%. The increase in operating costs and expenses was primarily driven by (i) an increase of $11.9 million in the cost of transportation services due to crude oil transportation fees and increased water gathering and disposal volumes at Water Solutions and (ii) increases of $5.1 million and $4.6 million in depreciation and amortization and operations and maintenance costs, respectively, each primarily due to acquisitions and assets placed into service in 2018 and 2019 at Water Solutions and Terminals. These increases were partially offset by a ~~$18.6~~$11.3 million decrease in cost of sales primarily due to lower NGL prices and volumes as discussed above.

Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

Revenues. Gathering, Processing & Terminalling segment revenues were $154.8 million for the six months ended June 30, 2019, compared to $127.5 million for the six months ended June 30, 2018, which represents a $27.3 million, or 21%, increase in segment revenues. The increase in segment revenues was due to a $26.6 million increase in processing and other revenues and a $0.8 million increase in sales of natural gas, NGLs, and crude ~~oil and a $8.7 million~~oil. The increase in processing and other ~~revenues.~~revenues was driven by (i) increased water business services revenue of $24.2 million driven by the consolidation of BNN Colorado in December 2018, the acquisitions of NGL Water Solutions Bakken in November 2018 and CES in May 2019, and increased produced water disposal and fresh water transportation volumes and (ii) increased terminal services revenue of $3.5 million driven by the Buckingham Terminal expansion and the Natoma Terminal placed into service in April 2018. The increase in sales of natural gas, NGLs, and crude oil was driven by (i) increased ~~sales of NGLs of $13.3 million primarily due to higher throughput volumes and increased volumes sold driven by the Douglas Gathering System acquisition in June 2017 and higher NGL prices, (ii)~~ crude oil sales of ~~$2.9~~$18.8 million at Stanchion ~~during the second quarter of 2018,~~ and ~~(iii)~~(ii) increased sales of natural gas of ~~$2.4~~$3.1 million due to sales of residue gas from the Douglas Gathering System. The increase in processing and other revenues was driven by (i) increased terminal services revenue of $6.5 million driven by the acquisition of Deeprock North in January 2018 and the acquisition of a controlling interest in and subsequent consolidation of Deeprock Development in July 2017; (ii) increased processing fee income of $1.6 million primarily driven by changes in the accounting treatment of certain commodities retained as consideration for processing services to processing fee revenue beginning January 1, 2018 as discussed further in Note 11 – ~~Revenue from Contracts with Customers; and (iii) increased water business services revenue of $0.6 million driven by increased produced water disposal volumes,~~System; partially offset by decreased ~~fresh water transportation~~sales of NGLs of $21.0 million primarily due to lower NGL prices and volumes.

Operating costs and expenses. Operating costs and expenses in the Gathering, Processing & Terminalling segment were ~~$57.9~~$134.2 million for the ~~three~~six months ended June 30, 2019 compared to $98.4 million for the six months ended June 30, 2018, ~~compared to $29.6 million for the three months ended June 30, 2017,~~ which represents an increase of ~~$28.3~~$35.8 million, or ~~96%~~36%. The increase in operating costs and expenses was primarily driven by (i) a $12.1 million increase in cost of sales primarily driven by higher prices, higher producer settlements, and higher NGL sales attributable to the acquisition of the Douglas Gathering System as discussed above, (ii) increases of $4.0 million, $3.9 million, and $0.8 million in operations and maintenance costs, depreciation and amortization, and general and administrative costs, respectively, all primarily driven by the 2018 acquisitions of BNN North Dakota and Deeprock North and the 2017 acquisitions of the Douglas Gathering System and Deeprock Development, and (iii) an increase of ~~$7.1~~$26.2 million in the cost of transportation services due to crude oil transportation fees ~~paid by Stanchion during the three months ended June 30, 2018, partially offset by decreased fresh water transportation volumes.~~

~~Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017~~

~~Revenues.~~ Gathering, Processing & Terminalling segment revenues were $127.5 million for the six months ended June 30, 2018, compared to $63.7 million for the six months ended June 30, 2017, which represents a $63.8 million, or 100%, increase in segment revenues. The increase in segment revenues was primarily due to a $41.5 million increase in sales of natural gas, NGLs, and crude oil and a $22.3 million increase in processing and other revenues. The increase in sales of natural gas, NGLs, and crude oil was driven by (i) increased sales of NGLs of $23.7 million primarily due to higher throughput volumes and increased water gathering and disposal volumes sold driven by the Douglas Gathering System acquisition in June 2017, (ii) increased sales of natural gas of $10.4 million due to sales of residue gas from the Douglas Gathering System, and (iii) crude oil sales of $7.2 million at Stanchion during the six months ended June 30, 2018. The increase in processing and other revenues was driven by (i) increased terminal services revenue of $12.2 million driven by the acquisition of Deeprock North in January 2018 and the acquisition of a controlling interest in and subsequent consolidation of Deeprock Development in July 2017; (ii) increased water business services revenue of $6.8 million driven by the acquisition of BNN North Dakota in January 2018 and increased produced water disposal volumes; and (iii) increased processing fee income of $3.3 million primarily driven by changes in the accounting treatment of certain commodities retained as consideration for processing services to processing fee revenue beginning January 1, 2018 as discussed further in Note 11 – ~~Revenue from Contracts with Customers~~.

~~Operating costs and expenses~~. Operating costs and expenses in the Gathering, Processing & Terminalling segment were $98.4 million for the six months ended June 30, 2018 compared to $51.8 million for the six months ended June 30, 2017, which represents an increase of $46.6 million, or 90%. The increase in operating costs and expenses was primarily driven by (i) a $25.2 million increase in cost of sales primarily due to higher NGL prices, higher throughput volumes, and increased volumes sold driven by the Douglas Gathering System acquisition as discussed above,Water Solutions, (ii) increases of ~~$7.8 million, $7.5~~$9.6 million and ~~$2.7~~$6.2 million in depreciation and amortization and operations and maintenance costs, ~~depreciation~~respectively, each primarily due to acquisitions and ~~amortization,~~assets placed into service in 2018 and ~~general~~2019 at Water Solutions and administrative costs, respectively, all primarily driven by the 2018 acquisitions of BNN North Dakota and Deeprock North and the 2017 acquisitions of the Douglas Gathering System and Deeprock Development,Terminals, and (iii) ~~an increase of $10.3~~$0.2 million in cost of transportation services due to crude oil transportation fees paid by Stanchion during the six months ended June 30, 2018, partially offset by decreased fresh water transportation volumes. The increase in operating costs and expenses was partially offset by the $9.1 million gainloss on the ~~disposal of TCG during the six months ended June 30, 2018, compared to the $1.3 million gain on~~ disposal of assets during the six months ended June 30, ~~2017.~~2019, compared to the $9.1 million gain on disposal of assets on the disposal of Tallgrass Crude Gathering, LLC ("Tallgrass Crude Gathering") during the six months ended June 30, 2018. These increases were partially offset by a $17.0 million decrease in cost of sales primarily due to lower NGL prices and volumes as discussed above.

Liquidity and Capital Resources Overview

Our primary sources of liquidity for the three months ended June 30, ~~2018~~2019 were ~~borrowings under TEP's revolving credit facility and~~ cash generated from ~~operations.~~operations and borrowings under our revolving credit facility. We expect our sources of liquidity in the future to include:

cash generated from our operations;

borrowing capacity available under ~~TEP's~~our revolving credit facility; and

future issuances of additional equity and/or debt securities.

We believe that cash on hand, cash generated from operations, and availability under ~~TEP's~~our revolving credit facility will be adequate to meet our operating needs, our planned short-term maintenance capital and debt service requirements, and our planned cash dividends to shareholders. We believe that future internal growth projects or potential acquisitions will be funded primarily through a combination of cash generated from operations, borrowings under ~~TEP's~~our revolving credit facility and issuances of debt and/or equity securities. For additional information regarding our revolving credit facilities and senior unsecured notes, see Note 910 – Long-term Debt. For additional information regarding our equity transactions, see Note 1011 – Partnership ~~Equity.~~Equity.

Our total liquidity as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was as follows:

June 30, 2018 December 31, 2017
(in thousands)
Cash on hand $ 5,031
$ 2,593

Total capacity under the TEP revolving credit facility⁽¹⁾
1,750,000
1,750,000
Less: Outstanding borrowings under the TEP revolving credit facility⁽²⁾
(924,000 ) (661,000 )
Less: Letters of credit issued under the TEP revolving credit facility (94 ) (94 )
Available capacity under the TEP revolving credit facility 825,906
1,088,906
Total capacity under the Tallgrass Equity revolving credit facility $ 150,000
$ 150,000
Less: Outstanding borrowings under the Tallgrass Equity revolving credit facility⁽³⁾
(125,000 ) (146,000 )
Available capacity under the Tallgrass Equity revolving credit facility $ 25,000
$ 4,000
Total liquidity $ 855,937
$ 1,095,499



	June 30, 2019			December 31, 2018
	(in thousands)
Cash on hand ⁽¹⁾	$	9,429		$	9,596
Total capacity under the revolving credit facility	2,250,000			2,250,000
Less: Outstanding borrowings under the revolving credit facility	(1,454,000		)	(1,224,000		)
Less: Letters of credit issued under the revolving credit facility	(94		)	(94		)
Available capacity under the revolving credit facility	795,906			1,025,906
Total liquidity	$	805,335		$	1,035,502


⁽¹⁾	~~In July 2018, the TEP revolving credit facility was amended, increasing the total capacity to $2.25 billion. See Note 9 –~~ ~~Long-term Debt~~ ~~for additional information.~~

⁽²⁾

As of July 27, 2018, outstanding borrowings under the TEP revolving credit facility were approximately $1.466 billion. The increase in outstanding borrowings from June 30, 2018 was primarily driven by increased borrowings to fund our portion of the repayment of senior notesIncludes cash on hand at ~~Rockies Express, as discussed in Note 7 -~~ ~~Investments in Unconsolidated Affiliates~~, ~~as well as the repayment of the outstanding borrowings under the Tallgrass Equity revolving credit facility~~.


⁽³⁾	~~On July 26, 2018, Tallgrass Equity repaid all outstanding borrowings~~TGE and ~~terminated~~ its ~~revolving credit facility.~~consolidated subsidiaries.

Working Capital

Working capital is the amount by which current assets exceed current liabilities. While various other factors may impact our working capital requirements from period to period, our working capital requirements have typically been, and we expect will continue to be, driven by changes in accounts receivable, accounts payable and deferred revenue. We manage our working capital needs through borrowings and repayments of borrowings under ~~TEP's~~our revolving credit facility. Factors impacting changes in accounts receivable and accounts payable could include the timing of collections from customers, payments to suppliers, and the level of spending for capital expenditures. Changes in the market prices of energy commodities that we buy and sell in the normal course of business can also impact the timing of changes in accounts receivable and accounts payable. Factors impacting deferred revenue include the volume of barrels transported, the amount of deficiency payments received, and the volume of prior deficiencies utilized during the period.

As of June 30, ~~2018,~~2019, we had a working capital deficit of ~~$133.1~~$131.6 million compared to a working capital deficit of ~~$101.6~~$146.9 million at December 31, ~~2017,~~2018, which represents ~~an increase~~a decrease in the working capital deficit of ~~$31.6~~$15.3 million. The overall ~~increase~~decrease in the working capital deficit was primarily attributable to changes in the following components:

~~an increase~~a decrease in accounts payable of ~~$97.8~~$19.8 million primarily due to a decrease in crude oil purchases at Stanchion, ~~as well as payables related to BNN North Dakota acquired~~a decrease in ~~January 2018;~~

producer settlements at TMID, and a decrease in capital expenditures at Terminals, partially offset by an increase in ~~accrued interest of $21.3 million primarily due to increased borrowings under the revolving credit facilities and timing of interest payments; and~~capital expenditures at Pony Express;


•	a decrease in accrued liabilities of $7.5 million primarily due to annual incentive payments made during the first quarter of 2019; and


•	an increase in prepayments and other current assets of $4.2 million primarily due to timing of prepaid insurance renewals made during 2019.

These working capital decreases were partially offset by an increase in deferred revenue of ~~$11.5~~$16.3 million primarily from deficiency payments collected by Pony Express and ~~deferred revenue at BNN North Dakota, acquired in January 2018.~~

~~These working capital decreases were partially offset by:~~

~~an increase in accounts receivable of $95.4 million primarily due to crude oil sales at Stanchion, as well as receivables related to BNN North Dakota acquired in January 2018; and~~

~~a decrease in accounts payable of $5.3 million to related parties, as payroll and other administrative activity was moved to TEP from TD during the first quarter of 2018.~~

Water Solutions.

A material adverse change in operations, available financing under our revolving credit facility, or available financing from the equity or debt capital markets could impact our ability to fund our requirements for liquidity and capital resources in the future.

Cash Flows

The following table and discussion presents a summary of our cash flow for the periods indicated:


	Six Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2019			2018
	(in thousands)						(in thousands)
Net cash provided by (used in):
Operating activities	$	331,260		$	237,970		$	330,414		$	331,260
Investing activities	$	(269,861	)	$	(727,034	)	$	(248,780	)	$	(269,861	)
Financing activities	$	(58,961	)	$	487,478		$	(81,801	)	$	(58,961	)

Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2017~~2018

Operating Activities. Cash flows provided by operating activities were ~~$331.3~~$330.4 million and ~~$238.0~~$331.3 million for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The ~~increase~~decrease in net cash flows provided by operating activities of ~~$93.3~~$0.8 million was primarily driven by ~~an $82.2~~a net decrease in cash flows from changes in working capital driven by a $136.0 million increase in net cash outflows from accounts payable and accrued liabilities, primarily due to higher crude oil purchases at Stanchion, partially offset by a $91.4 million increase in net cash inflows from accounts receivable, primarily due to higher crude oil sales at Stanchion. The decrease in cash flows from changes in working capital was partially offset by a $42.5 million increase in distributions received from unconsolidated affiliates, primarily Rockies Express, as a result of our increased membership interest effective ~~March 31, 2017 and~~ February 7, 2018, as well as lower interest expense at Rockies Express due to the repayment of Rockies Express' $550 million of 6.85% senior notes due July 15, 2018.

Investing Activities. Cash flows used in investing activities were $248.8 million for the six months ended June 30, 2019, primarily driven by:

capital expenditures of $150.1 million, primarily due to spending on the Pony Express expansion, Cheyenne Connector, and additional natural gas gathering infrastructure;

contributions to unconsolidated investments in the amount of $66.1 million, primarily to fund our share of capital projects at Rockies Express and Powder River Gateway;

net cash outflows of $48.4 million for the acquisition of CES; and

cash outflows of $37.0 million for the initial capital contribution and formation of the Powder River Gateway joint venture.

These cash outflows were partially offset by $52.5 million of distributions received from Rockies Express in excess of cumulative earnings recognized.

Cash flows used in investing activities were $269.9 million for the six months ended June 30, 2018, primarily driven by:

capital expenditures of $176.3 million, primarily due to spending on the Cheyenne Connector, ~~a new 70-mile natural gas pipeline located in Colorado,~~ additional water gathering infrastructure located in North Dakota, a 55-mile extension on the Pony Express ~~system,~~System, construction of the Buckingham Terminal expansion, and construction of the Guernsey, Natoma, and Grasslands Terminals;

cash outflows of $95.0 million for the acquisition of BNN North Dakota;

cash outflows of $30.6 million for the acquisition of a 51% membership interest in ~~Pawnee;~~Pawnee Terminal;

contributions to unconsolidated investments in the amount of $22.5 million, primarily to fund our share of capital projects at Iron Horse and BNN Colorado; and

cash outflows of $19.5 million for the acquisition of a 38% membership interest in Deeprock ~~North.~~North, LLC.

These cash outflows were partially offset by cash inflows of:

$50.0 million from the sale of ~~TCG;~~Tallgrass Crude Gathering; and

$36.5 million of distributions received from Rockies Express in excess of cumulative earnings recognized.

Financing Activities.Cash flows used in ~~investing~~financing activities were ~~$727.0~~$81.8 million for the six months ended June 30, ~~2017,~~2019, primarily driven by:

~~cash outflows~~dividends paid to Class A shareholders of ~~$400.0~~$176.3 million;

distributions to noncontrolling interests of $122.5 million, ~~for~~consisting of Tallgrass Equity distributions to the ~~acquisition~~Exchange Right Holders of ~~an additional 24.99% membership interest in Rockies Express;~~$118.6 million and distributions to Deeprock Development, BNN West Texas, and BNN Colorado noncontrolling interests of $3.9 million; and

~~cash outflows~~tax payments funded by shares tendered by employees to satisfy tax withholding obligations of ~~$140.0~~$13.3 million ~~for~~related to the ~~acquisition~~issuance of ~~Terminals and NatGas;~~

~~cash outflows of $128.5 million for the acquisition of the Douglas Gathering System;~~

~~capital expenditures of $54.0 million, primarily due to spending on an additional freshwater connection at Water Solutions and remediation digs on the Pony Express System as discussed in Note 14 –~~ ~~Legal and Environmental Matters; and~~

~~contributions to Rockies Express in the amount of $17.8 million, primarily to fund remaining costs associated with the Zone 3 Capacity Enhancement project at Rockies Express.~~Class A shares under our LTIP plan.

These cash outflows were partially offset by ~~$27.3 million~~net borrowings under the revolving credit facility of ~~distributions from Rockies Express in excess of cumulative earnings recognized.~~$230.0 million.

~~Financing Activities.~~Cash flows used in financing activities were $59.0 million for the six months ended June 30, 2018, primarily driven by:

distributions to noncontrolling interests of $198.8 million, ~~consisting~~which consisted of ~~distributions to TEP unitholders of $97.7 million,~~ Tallgrass Equity distributions to the Exchange Right Holders of $98.2 million, distributions to TEP unitholders of $97.7 million, and distributions to Deeprock Development and Pony Express noncontrolling interests of $2.9 million;

cash outflows of $50.0 million for the acquisition of an additional 2% membership interest in Pony Express; and

•dividends paid to Class A shareholders of $49.7 million.

These ~~financing~~ cash outflows were partially offset by net borrowings of $242.0 million ~~of net borrowings~~ under the revolving credit ~~facilities.~~

~~Cash flows provided by financing activities were $487.5 million for~~facility and the ~~six months ended June 30, 2017, primarily driven by:~~

~~proceeds from TEP's issuance of $350.0 million in aggregate principal amount of 5.50% Senior Notes due 2024;~~

~~net borrowings under the revolving credit facilities of $332.0 million; and~~

~~net cash proceeds of $112.8 million from the issuance of 2,341,061 TEP common units under the Equity Distribution Agreements.~~

~~These financing cash inflows were partially offset by cash outflows of:~~

~~distributions to noncontrolling interests of $145.1 million, which consisted of distributions to TEP unitholders of $86.3 million,~~ Tallgrass Equity ~~distributions to the Exchange Right Holders of $56.0 million, and distributions to Pony Express noncontrolling interests of $2.8 million;~~

~~$72.4 million for TEP's partial exercise of the call option granted by TD covering 1,703,094 common units;~~

~~$35.3 million for TEP's 736,262 common units repurchased from TD; and~~

~~dividends paid to Class A shareholders of $32.8 million.~~credit facility that was terminated in July 2018.

Dividends

Dividends to our Class A shareholders. We distribute 100% of TGE's available cash at the end of each quarter to Class A shareholders of record beginning with the quarter ended June 30, 2015. Available cash at TGE is generally defined in our partnership agreement as all cash and cash equivalents on hand at the date of determination in respect of such quarter less reserves established in the discretion of our general partner for future requirements. For a discussion of factors and trends impacting our business, which in turn impacts our ability to pay dividends to our Class A shareholders, please see "—Factors and Trends Impacting Our Business" in our ~~2017~~2018 Form 10-K.

Our dividend for the three months ended June 30, ~~2018,~~2019, in the amount of ~~0.4975~~$0.5400 per Class A share, or ~~$77.1~~$96.8 million in the aggregate, was announced on July ~~9, 2018~~11, 2019 and will be paid on August 14, ~~2018~~2019 to Class A shareholders of record on July 31, ~~2018.~~2019.

Capital Requirements

The midstream energy business can be capital-intensive, requiring significant investment to maintain and upgrade existing operations. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

maintenance capital expenditures, which 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

expansion capital expenditures, which are cash expenditures we expect will increase our operating income or operating capacity over the long-term. Expansion capital expenditures include acquisitions or capital improvements (such as additions to or improvements on the capital assets owned, or acquisition or construction of new capital assets).

~~We expect to incur approximately $346 million for expansion capital projects and approximately $24 million for maintenance capital expenditures in 2018.~~

The determination of capital expenditures as maintenance or expansion is made at the individual asset level during our budgeting process and as we approve, execute, and monitor our capital spending. We expect to incur approximately $320 million for expansion capital projects and approximately $40 million for maintenance capital expenditures in 2019. The following table summarizes the maintenance and expansion capital expenditures incurred at our consolidated entities:


	Six Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2019		2018
	(in thousands)				(in thousands)
Maintenance capital expenditures	$	10,551	$	4,057	$	17,498	$	10,551
Expansion capital expenditures	171,000		44,227		134,058		171,000
Total capital expenditures incurred	$	181,551	$	48,284	$	151,556	$	181,551

Capital expenditures incurred represent capital expenditures paid and accrued during the period. ~~Capital expenditures are presented net of contributions and reimbursements received.~~ The increase in maintenance capital expenditures to $17.5 million for the six months ended June 30, 2019 from $10.6 million for the six months ended June 30, 2018 ~~from $4.1 million for the six months ended June 30, 2017~~ is primarily driven by contributions from TD to TEP in order to indemnify TEP for certain out of pocket costs related to repairing or remediating the Trailblazer Pipeline during the six months ended June 30, 2017, as discussed further in Note 14 – ~~Legal and Environmental Matters~~ ~~and~~ increased expenditures in the Natural Gas Transportation and Corporate and Other ~~and Natural Gas Transportation~~ segments. Maintenance capital expenditures for the six months ended June 30, ~~2018~~2019 in the Corporate and Other segment consisted primarily of spending on information technology assets. Maintenance capital expenditures on our assets occur on a regular schedule, but most major maintenance projects are not required every year so the level of maintenance capital expenditures naturally varies from year to year and from quarter to quarter. Expansion capital expenditures were $134.1 million for the six months ended June 30, 2019 compared to $171.0 million for the six months ended June 30, ~~2018 compared to $44.2 million~~2018. Expansion capital expenditures for the six months ended June 30, ~~2017.~~2019 consisted primarily of spending on the Pony Express expansion, Cheyenne Connector, and additional natural gas gathering infrastructure. Expansion capital expenditures of $171.0 million for the six months ended June 30, 2018 consisted primarily of spending on the Cheyenne Connector, additional water gathering infrastructure located in North Dakota, a 55-mile extension on the Pony Express ~~system,~~System, construction of the Buckingham Terminal expansion, and construction of the Guernsey, Natoma, and Grasslands Terminals. Expansion capital expenditures of $44.2 million for the six months ended June 30, 2017 consisted primarily of spending on an additional freshwater connection at Water Solutions and remediation digs on the Pony Express System, as discussed in Note 14 – ~~Legal and Environmental Matters~~.

During the six months ended June 30, 2019 and 2018, TEP made an initial contribution of $3.5 million to Iron Horse, a newly formed unconsolidated affiliate. In connection with TEP's 75% membership interest in Iron Horse, TEP has made commitments to fund its proportionate share of the remaining cost to construct the pipeline, estimated at $84.0 million as of June 30, 2018. In addition, we invested cash of $66.1 million and $22.5 million, respectively, in unconsolidated affiliates, including Rockies Express, Powder River Gateway, Iron Horse, and BNN Colorado, ~~and Rockies Express,~~prior to our consolidation of ~~$22.5 million and $17.8 million during the six months ended June 30,~~BNN Colorado in December 2018 and ~~2017, respectively,~~our contribution of Iron Horse to the Powder River Gateway joint venture in January 2019, to fund our share of capital projects. ~~In July 2018, we made a special contribution of approximately $412.5 million to fund our portion of the repayment of Rockies Express' $550 million of 6.85% senior notes due July 15, 2018.~~

We intend to pay dividends to our Class A shareholders. Due to our cash distribution policy, we expect that we will distribute available cash to our Class A shareholders on a quarterly basis. We expect ~~TEP~~ to fund future capital expenditures with funds generated from ~~its~~ operations, borrowings under ~~its~~our revolving credit facility, and/or the issuance of equity or long-term debt. If these sources are not sufficient, ~~TEP~~we may reduce ~~its~~our discretionary spending.

Contractual Obligations

There have been no material changes in our contractual obligations as reported in our ~~2017~~2018 Form 10-K.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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 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 six months ended June 30, ~~2018,~~2019, TMID represented 4%3% of 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 June 30, ~~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⁾
$ 1,143
$ (897 ) $ 897



	Fair Value			Effect of 10% Price Increase			Effect of 10% Price Decrease
	(in thousands)
Crude oil derivative contract assets⁽¹⁾	$	1,843		$	110		$	(110	)
Crude oil derivative contract liabilities⁽¹⁾	$	(17	)	$	(1,502	)	$	1,502


⁽¹⁾	Represents the net forward sale of ~~121,000~~296,784 barrels of crude oil in our Gathering, Processing & Terminalling segment which will settle throughout ~~the third quarter of 2018.~~2019.

Interest Rate Risk

~~As described in Note 9 –~~ ~~Long-term Debt~~, as of June 30, 2018 Tallgrass Equity had $125 million in outstanding borrowings under its revolving credit facility. On July 26, 2018, in connection with the Amendment to TEP's Credit Agreement, Tallgrass Equity repaid all outstanding borrowings and terminated its revolving credit facility.

As of June 30, ~~2018,~~2019, TEP has issued ~~$750 million~~$2.0 billion of ~~2024~~Senior Notes and ~~$750 million of 2028 Notes. In addition, TEP~~ has a $2.25 billion revolving credit facility with outstanding borrowings of ~~$924 million as of June 30, 2018. Effective July 26, 2018, the total capacity under TEP's revolving credit facility increased from $1.75 billion to $2.25~~$1.45 billion. Borrowings under 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 0.25% to 1.25% for base rate borrowings ~~(previously 0.50% to 1.50% prior to the Amendment)~~ and 1.25% to 2.25% for reserve adjusted Eurodollar rate borrowings, ~~(previously 1.50% to 2.50% prior to the Amendment),~~ 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 ~~$0.5~~$0.8 million based on our outstanding debt under ~~our~~the revolving credit ~~facilities~~facility as of June 30, ~~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 June 30, ~~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

There have not been noany 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 June 30, ~~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 1416 – 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 June 30, ~~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 and was subsequently terminated on May 9, 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.



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
April 1 to April 30, 2019	1,005,404	⁽¹⁾	$	24.1771	696,412	$	128,445,716
May 1 to May 31, 2019	609,258	⁽²⁾	$	24.0150	609,258	$	—	⁽³⁾
June 1 to June 30, 2019	—		$	—	—	$	—	⁽³⁾
Total	1,614,662		$	24.1159	1,305,670	$	—	⁽³⁾

⁽¹⁾

Includes (i) 283,301 Class A shares purchased by Secondary Acquiror 1, and 413,111 Class A shares purchased by Secondary Acquiror 2 pursuant to the Blackstone Plan, and (ii) 125,698 Class A shares purchased by Secondary Acquiror 1 and 183,294 Class A shares purchased by Secondary Acquiror 2 outside of the Blackstone Plan. The Class A shares purchased outside of the Blackstone Plan were issuable by TGE to certain employees of TGE in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the Blackstone Acquisition and the Prairie Secondary Acquirors agreed to acquire these Class A shares to provide the selling employees with liquidity consistent with what would have been provided if the incentive awards had been settled in cash.


⁽²⁾	Includes 247,847 Class A shares purchased by Secondary Acquiror 1 and 361,411 Class A shares purchased by Secondary Acquiror 2 pursuant to the Blackstone Plan.


⁽³⁾	The Blackstone Plan was terminated on May 9, 2019, and therefore, there are no Class A shares that may yet be purchased under the Blackstone Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit No.		Description

~~3.1~~31.1*		~~Certificate~~Rule 13a-14(a)/15d-14(a) Certification of Amendment to Limited Liability Company Certificate of Formation of TEGP Management, LLC, dated June 29, 2018 (incorporated by reference to Exhibit 3.1 to Tallgrass Energy, LP's Current Report on Form 8-K filed on July 2, 2018).David G. Dehaemers, Jr.

~~3.2~~31.2*		~~Certificate~~Rule 13a-14(a)/15d-14(a) Certification of Amendment to Certificate of Limited Partnership of Tallgrass Energy GP, LP, dated June 29, 2018 (incorporated by reference to Exhibit 3.2 to Tallgrass Energy, LP's Current Report on Form 8-K filed on July 2, 2018).Gary J. Brauchle.

~~3.3~~32.1*		~~Second Amended and Restated Agreement~~Section 1350 Certification of ~~Limited Partnership of Tallgrass Energy, LP, dated July 1, 2018 (incorporated by reference to Exhibit 3.3 to Tallgrass Energy, LP's Current Report on Form 8-K filed on July 2, 2018).~~David G. Dehaemers, Jr.

~~3.4~~32.2*		Second Amended and Restated Limited Liability Company Agreement of Tallgrass Energy GP, LLC, dated July 1, 2018 (incorporated by reference to Exhibit 3.4 to Tallgrass Energy, LP's Current Report on Form 8-K filed on July 2, 2018).

10.1*		~~Tallgrass Energy GP, LLC Long-Term Incentive Plan (as amended and restated effective August 2, 2018).~~

10.2*		~~Tallgrass MLP GP, LLC Long-Term Incentive Plan (as amended and restated effective August 2, 2018).~~

10.3*		~~Form of Equity Participation Share Agreement.~~

12.1*		~~Computation of Ratio of Earnings to Fixed Charges~~

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.

104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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, LP
		(registrant)
		By:	Tallgrass Energy GP, LLC, its general partner

Date:	~~August 2, 2018~~July 31, 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)

5451



	Basis Difference			Amortization Period
	(in thousands)
Long-term debt	$	48,571		2 - 25 years
Property, plant and equipment	(1,166,141		)	35 years
Total basis difference	$	(1,117,570	)



	Balance Sheet Location	June 30, 2018		December 31, 2017
		(in thousands)
Crude oil derivative contracts ⁽¹⁾	Current liabilities	$	1,143	$	2,368



	Location of gain (loss) recognized in income on derivatives	Amount of gain (loss) recognized in income on derivatives
		Three Months Ended June 30,					Six Months Ended June 30,
		2018		2017			2018		2017
		(in thousands)
Crude oil derivative contracts	Sales of natural gas, NGLs, and crude oil	$	2,935	$	227		$	7,230	$	890
Natural gas derivative contracts	Sales of natural gas, NGLs, and crude oil	$	—	$	(67	)	$	—	$	106
Call option derivative	Other income, net	$	—	$	—		$	—	$	1,885



		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	$	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



	June 30, 2018
	As currently reported		Under previous guidance		Impact of ASC Topic 606
	(in thousands)
Unconsolidated investments	$	1,475,056	$	1,410,347	$	64,709	⁽¹⁾