Atlas Pipeline Partners 10-Q 8 May 14 2014 Q1 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
	Mar. 31, 2014	5-May-14
Document And Entity Information [Abstract]	'	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	31-Mar-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'
Entity Registrant Name	'ATLAS PIPELINE PARTNERS LP	'
Entity Central Index Key	'0001092914	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Large Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	80,641,731

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
ASSETS	'	'
Cash and cash equivalents	$9,756	$4,914
Accounts receivable	244,711	219,297
Current portion of derivative assets	0	174
Prepaid expenses and other	24,376	17,393
Total current assets	278,843	241,778
Property, plant and equipment, net	2,825,313	2,724,192
Goodwill	370,396	368,572
Intangible assets, net	654,784	696,271
Equity method investment in joint ventures	269,058	248,301
Long-term portion of derivative assets	3,209	2,270
Other assets, net	45,355	46,461
Total assets	4,446,958	4,327,845
LIABILITIES AND EQUITY	'	'
Current portion of long-term debt	394	524
Accounts payable affiliates	7,089	2,912
Accounts payable	88,331	79,051
Accrued liabilities	42,459	47,449
Accrued interest payable	13,803	26,737
Current portion of derivative liabilities	13,787	11,244
Accrued producer liabilities	191,066	152,309
Total current liabilities	356,929	320,226
Long-term portion of derivative liabilities	0	320
Long-term debt, less current portion	1,704,549	1,706,786
Deferred income taxes, net	32,892	33,290
Other long-term liabilities	7,177	7,318
Commitments and contingencies	'	'
Equity:	'	'
Total partners' capital	2,277,097	2,200,645
Non-controlling interest	68,314	59,260
Total equity	2,345,411	2,259,905
Total liabilities and equity	4,446,958	4,327,845
Common Limited Partners [Member]	'	'
Equity:	'	'
Common limited partners' interests	1,637,907	1,703,778
General Partner [Member]	'	'
Equity:	'	'
General Partner's interest	44,551	46,118
Class D convertible preferred limited partners' interests [Member]	'	'
Equity:	'	'
Preferred limited partners' interests	471,846	450,749
Class E preferred limited partners' interests [Member]	'	'
Equity:	'	'
Preferred limited partners' interests	$122,793	$0

Consolidated_Statements_Of_Ope

Consolidated Statements Of Operations (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Revenue:	'	'
Natural gas and liquids sales	$663,130	$383,848
Transportation, processing and other fees - third parties	43,382	32,654
Transportation, processing and other fees - affiliates	55	71
Derivative loss, net	-8,671	-12,083
Other income, net	2,108	3,422
Total revenues	700,004	407,912
Costs and expenses:	'	'
Natural gas and liquids cost of sales	575,468	325,540
Plant operating	24,570	21,271
Transportation and compression	558	588
General and administrative	16,690	12,548
Compensation reimbursement - affiliates	1,250	1,250
Other costs	37	530
Depreciation and amortization	49,239	30,458
Interest	23,663	18,686
Total costs and expenses	691,475	410,871
Equity income (loss) in joint ventures	-1,878	2,040
Loss on early extinguishment of debt	0	-26,582
Income (loss) before tax	6,651	-27,501
Income tax benefit	-398	-9
Net income (loss)	7,049	-27,492
Income attributable to non-controlling interests	-2,462	-1,369
Preferred unit imputed dividend effect	-11,378	0
Preferred unit dividends in kind	-9,719	0
Preferred unit dividends	-406	0
Net loss attributable to common limited partners and the General Partner	-16,916	-28,861
Common Limited Partners [Member]	'	'
Costs and expenses:	'	'
Net income (loss)	-21,444	'
Net loss attributable to common limited partners and the General Partner	-21,444	-31,206
Net income (loss) attributable to common limited partners per unit:	'	'
Basic	($0.27)	($0.48)
Weighted average common limited partner units (basic)	80,595	64,646
Diluted:	'	'
Diluted	($0.27)	($0.48)
Weighted average common limited partner units (diluted)	80,595	64,646
General Partner [Member]	'	'
Costs and expenses:	'	'
Net income (loss)	4,528	'
Net loss attributable to common limited partners and the General Partner	$4,528	$2,345

Consolidated_Statement_Of_Equi

Consolidated Statement Of Equity (USD $)	Class D convertible preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Common Limited Partners [Member]	General Partner [Member]	Non-controlling Interest [Member]	Total
In Thousands, except Share data
Beginning Balance, value at Dec. 31, 2013	$450,749	$0	$1,703,778	$46,118	$59,260	$2,259,905
Beginning Balance, units at Dec. 31, 2013	13,823,869	0	80,585,148	'	'	'
Issuance of units, units	'	5,060,000	'	'	'	'
Issuance of units, value	'	122,387	'	'	'	122,387
Issuance of common units under incentive plans, units	'	'	12,833	'	'	'
Issuance of common units under incentive plans, value	'	'	87	'	'	87
Unissued common units under incentive plans	'	'	6,345	'	'	6,345
Distributions paid in kind units	274,785	'	'	'	'	'
Distributions paid	'	'	-50,859	-6,095	'	-56,954
Contributions from non-controlling interests	'	'	'	'	6,840	6,840
Distributions to non-controlling interests	'	'	'	'	-248	-248
Net income (loss)	21,097	406	-21,444	4,528	2,462	7,049
Ending Balance, value at Mar. 31, 2014	$471,846	$122,793	$1,637,907	$44,551	$68,314	$2,345,411
Ending Balance, units at Mar. 31, 2014	14,098,654	5,060,000	80,597,981	'	'	'

Consolidated_Statements_Of_Cas

Consolidated Statements Of Cash Flows (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net income (loss)	$7,049	($27,492)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	'	'
Depreciation and amortization	49,239	30,458
Equity (income) loss in joint ventures	1,878	-2,040
Distributions received from equity method joint ventures	2,000	1,800
Non-cash compensation expense	6,439	4,384
Amortization of deferred finance costs	1,856	1,544
Loss on early extinguishment of debt	0	26,582
Income tax benefit	-398	-9
Change in operating assets and liabilities:	'	'
Accounts receivable, prepaid expenses and other	-32,317	-7,211
Accounts payable and accrued liabilities	24,787	1,608
Accounts payable and accounts receivable - affiliates	4,177	-1,162
Derivative accounts payable and receivable	1,458	12,794
Net cash provided by operating activities	66,168	41,256
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Capital expenditures	-128,331	-108,516
Capital contributions to joint ventures	-1,903	0
Other	-450	126
Net cash used in investing activities	-130,684	-108,390
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Borrowings under credit facility	322,500	278,000
Repayments under credit facility	-324,500	-416,500
Net proceeds from issuance of long term debt	0	637,090
Repayment of long-term debt	0	-365,822
Payment of premium on retirement of debt	0	-25,562
Payment of deferred financing costs	-300	-99
Payment for acquisition-based contingent consideration	0	-6,000
Principal payments on capital lease	-198	-2,135
Net proceeds from issuance of common and preferred limited partner units	122,387	14,144
General Partners' capital contributions	0	302
Contributions from non-controlling interest holders	6,840	26
Distributions to non-controlling interest holders	-248	0
Distributions paid to common limited partners and the General Partner	-56,954	-41,170
Other	-169	-277
Net cash provided by financing activities	69,358	71,997
Net change in cash and cash equivalents	4,842	4,863
Cash and cash equivalents, beginning of period	4,914	3,398
Cash and cash equivalents, end of period	$9,756	$8,261

Basis_Of_Presentation

Basis Of Presentation	3 Months Ended
	Mar. 31, 2014
Basis Of Presentation	'
Basis Of Presentation	'
	NOTE 1 – BASIS OF PRESENTATION
	Atlas Pipeline Partners, L.P. (the “Partnership”) is a publicly-traded (NYSE: APL) Delaware limited partnership engaged in the gathering, processing and treating of natural gas in the mid-continent and southwestern regions of the United States; natural gas gathering services in the Appalachian Basin in the northeastern region of the United States; and the transportation of NGLs in the southwestern region of the United States.  The Partnership’s operations are conducted through subsidiary entities whose equity interests are owned by Atlas Pipeline Operating Partnership, L.P. (the “Operating Partnership”), a majority-owned subsidiary of the Partnership.  At March 31, 2014, Atlas Pipeline Partners GP, LLC (the “General Partner”) owned a combined 2.0% general partner interest in the consolidated operations of the Partnership, through which it manages and effectively controls both the Partnership and the Operating Partnership.  The General Partner is a wholly-owned subsidiary of Atlas Energy, L.P. (“ATLS”), a publicly-traded limited partnership (NYSE: ATLS).  The remaining 98.0% ownership interest in the consolidated operations consists of limited partner interests.  At March 31, 2014, the Partnership had 80,597,981 common units outstanding, including 1,641,026 common units held by the General Partner and 4,113,227 common units held by ATLS; 14,098,654 Class D convertible preferred units (“Class D Preferred Units”) outstanding (see Note 5) and 5,060,000 8.25% Class E cumulative redeemable perpetual preferred units (“Class E Preferred Units”) outstanding (see Note 5).
	The accompanying consolidated financial statements, which are unaudited, except the balance sheet dated December 31, 2013 which is derived from audited financial statements, are presented in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States for interim reporting.  The accompanying consolidated financial statements and notes thereto do not include all disclosures normally made in financial statements contained in Form 10-K.  In management’s opinion, all adjustments necessary for a fair presentation of the Partnership’s financial position, results of operations and cash flows for the periods disclosed have been made.  These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013.  Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation.  The results of operations for the three month period ended March 31, 2014 may not necessarily be indicative of the results of operations for the full year ending December 31, 2014.

Summary_Of_Significant_Account

Summary Of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies	'
Summary Of Significant Accounting Policies	'
	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	In addition to matters discussed further within this note, a more thorough discussion of the Partnership's significant accounting policies is included in its audited consolidated financial statements and notes thereto in its Annual Report on Form 10-K for the year ended December 31, 2013.
	Principles of Consolidation and Non-Controlling Interest
	The consolidated financial statements include the accounts of the Partnership, the Operating Partnership, a variable interest entity of which the Partnership is the primary beneficiary, and the Operating Partnership’s wholly-owned and majority-owned subsidiaries.  The General Partner’s interest in the Operating Partnership is reported as part of its overall 2.0% general partner interest in the Partnership.  All material intercompany transactions have been eliminated.
	Comprehensive Income (Loss)
	Comprehensive income (loss) includes net income (loss) and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under GAAP, have not been recognized in the calculation of net income (loss).  These changes, other than net income (loss), are referred to as “other comprehensive income (loss).” The Partnership does not have any type of transaction, which would be included within other comprehensive income (loss), thus comprehensive income (loss) is equal to net income (loss).
	Net Income (Loss) Per Common Unit
	Basic net income (loss) attributable to common limited partners per unit is computed by dividing net income (loss) attributable to common limited partners by the weighted average number of common limited partner units outstanding during the period.  Net income (loss) attributable to common limited partners is determined by deducting net income attributable to participating securities, if applicable, and net income (loss) attributable to the General Partner’s and the preferred unitholders' interests.  The General Partner’s interest in net income (loss) is calculated on a quarterly basis based upon its 2.0% general partner interest and incentive distributions to be distributed for the quarter (see Note 5), with a priority allocation of net income to the General Partner’s incentive distributions, if any, in accordance with the partnership agreement, and the remaining net income (loss) allocated with respect to the General Partner’s and limited partners’ ownership interests.
	The Partnership presents net income (loss) per unit under the two-class method for master limited partnerships,  which considers whether the incentive distributions of a master limited partnership represent a participating security when considered in the calculation of earnings per unit under the two-class method.  The two-class method considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period.  If distributions are contractually limited to the incentive distribution rights’ share of currently designated available cash for distributions as defined under the partnership agreement, undistributed earnings in excess of available cash should not be allocated to the incentive distribution rights.  Under the two-class method, management of the Partnership believes the partnership agreement contractually limits cash distributions to available cash; therefore, undistributed earnings are not allocated to the incentive distribution rights.
	Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per unit pursuant to the two-class method.  The Partnership’s phantom unit awards, which consist of common units issuable under the terms of its long-term incentive plans and incentive compensation agreements (see Note 16), contain non-forfeitable rights to distribution equivalents of the Partnership.  The participation rights result in a non-contingent transfer of value each time the Partnership declares a distribution or distribution equivalent right during the award’s vesting period.  However, unless the contractual terms of the participating securities require the holders to share in the losses of the entity, net loss is not allocated to the participating securities.  Therefore, the net income (loss) utilized in the calculation of net income (loss) per unit must be determined based upon the allocation of only net income to the phantom units on a pro-rata basis.
	Class D Preferred Units participate in distributions with the common limited partner units according to a predetermined formula (see Note 5), thus they are considered participating securities and are included in the computation of earnings per unit pursuant to the two-class method.  The participation rights result in a non-contingent transfer of value each time the Partnership declares a distribution.  However, the contractual terms of the Class D Preferred Units do not require the holders to share in the losses of the entity, therefore the net income (loss) utilized in the calculation of net income (loss) per unit must be determined based upon the allocation of only net income to the Class D Preferred Units on a pro-rata basis.
	Class E Preferred Units do not participate in distributions with the common limited partner units according to a predetermined formula, but rather receive distributions based upon a set percentage rate (see Note 5), thus they are not considered participating securities.  However, income available to common limited partners is reduced by the distributions accumulated for the period on the Class E Preferred Units, whether declared or not since the distributions on Class E Preferred Units are cumulative.
	The following is a reconciliation of net income (loss) allocated to the General Partner and common limited partners for purposes of calculating net income (loss) attributable to common limited partners per unit (in thousands):
		Three Months Ended
		March 31,
		2014			2013
	Net income (loss)	$	7,049		$	-27,492
	Income attributable to non-controlling interests		-2,462			-1,369
	Preferred unit imputed dividend effect		-11,378			-
	Preferred unit dividends in kind		-9,719			-
	Preferred unit dividends		-406			-
	Net loss attributable to common limited partners and the General Partner		-16,916			-28,861
	General Partner’s cash incentive distributions		4,968			2,986
	General Partner’s ownership interest		-440			-641
	Net income attributable to the General Partner’s ownership interests		4,528			2,345
	Net loss attributable to common limited partners		-21,444			-31,206
	Net income attributable to participating securities – phantom units(1)		-			-
	Net income attributable to participating securities – Class D Preferred Units(2)		-			-
	Net loss utilized in the calculation of net loss attributable to common limited partners per unit	$	-21,444		$	-31,206
	-1	Net loss attributable to common limited partners’ ownership interest is allocated to the phantom units on a pro-rata basis (weighted average phantom units outstanding as a percentage of the sum of the weighted average phantom units and common limited partner units outstanding).  For the three months ended March 31, 2014 and 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity.
	-2	Net loss attributable to common limited partners’ ownership interest is allocated to the Class D Preferred Units on a pro-rata basis (weighted average Class D Preferred Units outstanding as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three months ended March 31, 2014, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,964,000 weighted average Class D Preferred Units because the contractual terms of the Class D Preferred Units as participating securities do not require the holders to share in the losses of the entity.
	Diluted net income (loss) attributable to common limited partners per unit is calculated by dividing net income (loss) attributable to common limited partners, plus income allocable to participating securities, by the sum of the weighted average number of common limited partner units outstanding plus the dilutive effect of outstanding participating securities and the effects of outstanding convertible securities.  The phantom units and Class D Preferred Units are participating securities included in the calculation of diluted net income (loss) attributable to common units, due to their participation rights and due to their dilution if converted.  The Class E Preferred Units are not participating securities and are not convertible and thus are not included in the units outstanding for calculation of diluted net income (loss) attributable to common limited partners per unit.
	The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net income (loss) attributable to common limited partners per unit with those used to compute diluted net income (loss) attributable to common limited partners per unit (in thousands):
		Three Months Ended
		March 31,
		2014		2013
	Weighted average number of common limited  partner units – basic	80,595		64,646
	Add effect of dilutive securities – phantom  units(1)	-		-
	Add effect of convertible preferred limited partner units(2)	-		-
	Weighted average common limited partner units – diluted	80,595		64,646
	-1	For the three months ended March 31, 2014 and 2013, approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three months ended March 31, 2014, approximately 13,964,000 weighted average Class D Preferred Units were excluded from the computation of diluted net income (loss) attributable to common limited partners as the impact of the conversion would have been anti-dilutive.
	Revenue Recognition
	The Partnership accrues unbilled revenue and the related purchase costs due to timing differences between the delivery of natural gas, NGLs, and condensate and the receipt of a delivery statement.  This revenue is recorded based upon volumetric data from the Partnership’s records and management estimates of the related gathering and compression fees, which are, in turn, based upon applicable product prices.  The Partnership had unbilled revenues at March 31, 2014 and December 31, 2013 of $182.4 million and $134.9 million, respectively, which are included in accounts receivable within its consolidated balance sheets.
	Cash and Cash Equivalents
	The Partnership considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.  These cash equivalents consist principally of temporary investments of cash in short-term money market instruments.  Checks outstanding at the end of a period that exceed available cash balances held at the bank are considered to be book overdrafts and are reclassified to accounts payable.  At March 31, 2014 and December 31, 2013, the Partnership reclassified the balances related to book overdrafts of $17.6 million and $28.8 million, respectively, from cash and cash equivalents to accounts payable on the Partnership’s consolidated balance sheets.
	Recently Adopted Accounting Standards
	In July 2013, the FASB issued Accounting Standard Update (“ASU”) 2013-11, “Income Taxes (Topic 740) –Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which, among other changes, requires an entity to present an unrecognized tax benefit as a liability and not net with deferred tax assets when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes under the tax law of the applicable jurisdiction that would result from the disallowance of a tax position or when the tax law of the applicable tax jurisdiction does not require, and the entity does not intend to, use the deferred tax asset for such purpose. These requirements are effective for interim and annual reporting periods beginning after December 15, 2013.  Early adoption is permitted.  These amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date.  Retrospective application is permitted.  The Partnership applied these requirements upon the adoption of the ASU on January 1, 2014.  The adoption had no material impact on the Partnership’s financial position or results of operations.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2014
Acquisitions	'
Acquisitions	'
	NOTE 3 – ACQUISITIONS
	On May 7, 2013, the Partnership completed the acquisition of 100% of the equity interests of TEAK Midstream, LLC (“TEAK”) for $974.7 million in cash, including final purchase price adjustments, less cash received (the “TEAK Acquisition”).  The assets of these companies include gas gathering, and processing facilities in Texas.  The acquisition includes a 75% interest in T2 LaSalle Gathering Company L.L.C. (“T2 LaSalle”); a 50% interest in T2 Eagle Ford Gathering Company L.L.C. (“T2 Eagle Ford”); and a 50% interest in T2 EF Cogeneration Holdings L.L.C. (“T2 Co-Gen” and together with T2 Eagle Ford and T2 LaSalle (the “T2 Joint Ventures”).
	The Partnership accounted for this transaction as a business combination.  Accordingly, the Partnership evaluated the identifiable assets acquired and liabilities assumed at their acquisition date fair values.  The accounting for the business combination is based on preliminary data that remains subject to adjustment and could change as the Partnership continues to evaluate the facts and circumstances that existed as of the acquisition date.
	The following table presents the values assigned to the assets acquired and liabilities assumed in the TEAK Acquisition, based on their preliminary estimated fair values at the date of the acquisition (in thousands):
	Cash	$	8,074
	Accounts receivable		11,055
	Prepaid expenses and other		1,626
	Property, plant and equipment		193,877
	Intangible assets		430,000
	Goodwill		190,683
	Equity method investment in joint ventures		183,801
	Total assets acquired		1,019,116
	Accounts payable and accrued liabilities		-35,296
	Other long term liabilities		-1,075
	Total liabilities acquired		-36,371
	Net assets acquired		982,745
	Less cash received		-8,074
	Net cash paid for acquisition	$	974,671

Equity_Method_Investments

Equity Method Investments	3 Months Ended
	Mar. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
Equity Method Investments	'
	NOTE 4 – EQUITY METHOD INVESTMENTS
	West Texas LPG Pipeline Limited Partnership
	Two indirect subsidiaries of the Partnership hold a 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”), which owns a common-carrier pipeline system that transports NGLs from New Mexico and Texas to Mont Belvieu, Texas for fractionation.  WTLPG is operated by Chevron Pipeline Company, an affiliate of Chevron Corporation, a Delaware corporation (NYSE: CVX), which owns the remaining 80% interest.  The Partnership accounts for its subsidiaries’ ownership interest in WTLPG under the equity method of accounting, with recognition income of WTLPG as equity income in joint ventures on its consolidated statements of operations.
	On May 5, 2014, the Partnership announced that it had entered into a definitive agreement to sell its subsidiaries holding interests in WTLPG to a subsidiary of Martin Midstream Partners L.P. for $135.0 million in cash, subject to certain closing adjustments.  The proceeds will be used to pay down the revolving credit facility.
	T2 Joint Ventures
	On May 7, 2013, the Partnership acquired a 75% interest in T2 LaSalle, a 50% interest in T2 Eagle Ford and a 50% interest in T2 EF Co-Gen as part of the TEAK Acquisition (see Note 3).  The T2 Joint Ventures are operated by TexStar Midstream Services, L.P. (“TexStar”), the investor owning the remaining interests.  The T2 Joint Ventures were formed to provide services for the benefit of the joint interest owners.  The T2 Joint Ventures have capacity lease agreements with the joint interest owners, which cover the costs of operations of the T2 Joint Ventures.    The Partnership accounts for its investments in the joint ventures under the equity method of accounting.
	The Partnership evaluated whether the T2 Joint Ventures should be subject to consolidation.  The T2 Joint Ventures do meet the qualifications of a Variable Interest Entity (“VIE”), but the Partnership does not meet the qualifications as the primary beneficiary.  Even though the Partnership owns a 50% or greater interest in the T2 Joint Ventures, the Partnership does not have controlling financial interests in these entities.  Since the Partnership shares equal management rights with TexStar, and TexStar is the operator of the T2 Joint Ventures, the Partnership determined that it is not the primary beneficiary of the VIEs and should not consolidate the T2 Joint Ventures.  The Partnership accounts for its investment in the T2 Joint Ventures under the equity method, since the Partnership does not have a controlling financial interest, but does have a significant influence.  The Partnership’s maximum exposure to loss as a result of its involvement with the VIEs includes its equity investment; any additional capital contribution commitments and the Partnership’s share of any approved operating expenses incurred by the VIEs.
	The following table presents the value of the Partnership’s equity method investments in joint ventures as of March 31, 2014 and December 31, 2013 (in thousands):
			March 31,			December 31,
			2014			2013
	WTLPG		$	85,517		$	85,790
	T2 LaSalle			58,731			50,534
	T2 Eagle Ford			110,091			97,437
	T2 EF Co-Gen			14,719			14,540
	Equity method investment in joint ventures		$	269,058		$	248,301
	The valuation assessment for the TEAK Acquisition has not been completed as of March 31, 2014 and the estimates of fair value of equity method investments reflected as of March 31, 2014 are subject to change (see Note 3).
	The following table presents the Partnership’s equity income (loss) in joint ventures for the three months ended March 31, 2014 and 2013 (in thousands):
		Three Months Ended
		March 31,
		2014			2013
	WTLPG	$	1,727		$	2,040
	T2 LaSalle		-1,113			-
	T2 Eagle Ford		-2,045			-
	T2 EF Co-Gen		-447			-
	Equity income (loss) in joint ventures	$	-1,878		$	2,040

Equity

Equity	3 Months Ended
	Mar. 31, 2014
Equity	'
Equity	'
	NOTE 5 – EQUITY
	Common Units
	The Partnership had an equity distribution program with Citigroup Global Markets, Inc. (“Citigroup”).  Pursuant to this program, the Partnership offered and sold through Citigroup, as its sales agent, common units for $150.0 million.  Sales were at market prices prevailing at the time of the sale.  During the three months ended March 31, 2013, the Partnership issued 447,785 common units under the equity distribution program for net proceeds of $14.1 million, net of $0.3 million in commission paid to Citigroup.  The Partnership also received a capital contribution from the General Partner of $0.3 million to maintain its 2.0% general partner interest in the Partnership.  The net proceeds from the common unit offering were utilized for general partnership purposes.  As of December 31, 2013, the Partnership had used the full capacity under the equity distribution program.
	Cash Distributions
	The Partnership is required to distribute, within 45 days after the end of each quarter, all its available cash (as defined in its partnership agreement) for that quarter to its common unitholders (subject to the rights of any other class or series of the Partnership’s securities with the right to share in the Partnership’s cash distributions) and to the General Partner.  If common unit distributions in any quarter exceed specified target levels, the General Partner will receive between 15% and 50% of such distributions in excess of the specified target levels, including the General Partner’s 2.0% interest.  The General Partner, which holds all the incentive distribution rights in the Partnership, has agreed to allocate up to $3.75 million of its incentive distribution rights per quarter back to the Partnership after the General Partner receives the initial $7.0 million per quarter of incentive distribution rights.
	Common unit and General Partner distributions declared by the Partnership for quarters ending from March 31, 2013 through December 31, 2013 were as follows:
					Total Cash		Total Cash
			Cash		Distribution		Distribution
			Distribution		to Common		to the
		Date Cash	Per Common		Limited		General
	For Quarter	Distribution	Limited		Partners		Partner
	Ended	Paid	Partner Unit		(in thousands)		(in thousands)
	31-Mar-13	15-May-13		0.59		45,382		3,980
	30-Jun-13	14-Aug-13		0.62		48,165		5,875
	30-Sep-13	14-Nov-13		0.62		49,298		6,013
	31-Dec-13	14-Feb-14		0.62		49,969		6,095
	On April 22, 2014, the Partnership declared a cash distribution of $0.62 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended March 31, 2014.  The $56.1 million distribution, including $6.1 million to the General Partner for its general partner interest and incentive distribution rights, will be paid on May 15, 2014 to unitholders of record at the close of business on May 8, 2014.
	Class D Preferred Units
	The Partnership’s Class D Preferred Units are presented combined with a net $50.2 million unaccreted beneficial conversion discount on the Partnership’s consolidated balance sheets as of March 31, 2014.  For the three months ended March 31, 2014, the Partnership recorded $11.4 million within preferred unit imputed dividend effect on the Partnership’s consolidated statements of operations to recognize the accretion of the beneficial conversion discount.
	The Class D Preferred Units will receive distributions of additional Class D Preferred Units for the first four full quarterly periods following their issuance in May 2013, and thereafter will receive distributions in Class D Preferred Units, or cash, or a combination of Class D Preferred Units and cash, at the discretion of the General Partner.  For the three months ended March 31, 2014, the Partnership recorded Class D Preferred Unit distributions in kind of $9.7 million as preferred dividends in kind on the Partnership’s consolidated statements of operations and distributed 274,785 Class D Preferred Units to the holders of the Class D Preferred Units.  The Partnership considers preferred unit distributions paid in kind to be a non-cash financing activity.
	On April 22, 2014, the Partnership declared a cash distribution of $0.62 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended March 31, 2014.  Based on this declaration, the Partnership will issue approximately 317,000 Class D Preferred Units as a preferred unit distribution in kind for the quarter ended March 31, 2014 on May 15, 2014, to the preferred unitholders of record at the close of business on May 8, 2014.
	Class E Preferred Units
	On March 17, 2014, the Partnership issued 5,060,000 of its Class E Preferred Units to the public at an offering price of $25.00 per Class E Preferred Unit.  The Partnership received $122.4 million in net proceeds.  The proceeds were used to pay down the revolving credit facility.
	The Partnership will make cumulative cash distributions on the Class E Preferred Units from the date of original issue.  The cash distributions will be payable quarterly in arrears on January 15,  April 15,  July 15, and October 15 of each year, when, and if, declared by the board of directors.  The initial distribution on the Class E Preferred Units will be payable on July 15, 2014 in an amount equal to $0.67604 per unit, or approximately $3.4 million.  Thereafter, the Partnership will pay cumulative distributions in cash on the Class E Preferred Units on a quarterly basis at a rate of $0.515625 per unit, or 8.25% per year.  For the three months ended March 31, 2014, the Partnership allocated net income of $0.4 million to the Class E Preferred Units for the dividends earned during the period, which was recorded as preferred unit dividends on its consolidated statements of operations.
	At any time on or after March 17, 2019, or in the event of a liquidation or certain changes of control, the Partnership may redeem the Class E Preferred Units, in whole or in part, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions on the date of redemption, whether or not declared.  If the Partnership does not exercise this redemption right upon a change of control, then the holders of the Class E Preferred Units will have the option to convert their Class E Preferred Units into a number of the Partnership’s common units, as set forth in the Certificate of Designation relating to the Class E Preferred Units.

Property_Plant_And_Equipment

Property, Plant And Equipment	3 Months Ended
	Mar. 31, 2014
Property, Plant And Equipment	'
Property, Plant And Equipment	'
	NOTE 6 – PROPERTY, PLANT AND EQUIPMENT
	The following is a summary of property, plant and equipment, including leased property and equipment meeting capital lease criteria (see Note 13) (in thousands):
						Estimated
		March 31,		December 31,		Useful Lives
		2014		2013		in Years
	Pipelines, processing and compression facilities	$	3,022,701	$	2,885,303	2 – 40
	Rights of way		194,689		203,136	20 – 40
	Buildings		10,291		10,291	40
	Furniture and equipment		13,798		13,800	3 – 7
	Other		15,559		15,805	3 – 10
			3,257,038		3,128,335
	Less – accumulated depreciation		-431,725		-404,143
		$	2,825,313	$	2,724,192
	The Partnership recorded depreciation expense on property, plant and equipment, including capital lease arrangements (see Note 13), of $27.8 million and $22.3 million for the three months ended March 31, 2014 and 2013, respectively, on its consolidated statements of operations.
	The Partnership capitalizes interest on borrowed funds related to capital projects only for periods that activities are in progress to bring these projects to their intended use.  The weighted average interest rate used to capitalize interest on borrowed funds was 5.5% and 6.1% for the three months ended March 31, 2014 and 2013, respectively.  The amount of interest capitalized was $2.8 million and $2.5 million for the three months ended March 31, 2014 and 2013, respectively.

Goodwill_And_Intangible_Assets

Goodwill And Intangible Assets	3 Months Ended
	Mar. 31, 2014
Goodwill and Intangible Assets	'
Goodwill and Intangible Assets	'
	NOTE 7 – GOODWILL AND INTANGIBLE ASSETS
	Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business.  Impairment testing for goodwill is done at the reporting unit level.  A reporting unit is an operating segment or one level below an operating segment (also known as a component).  A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component.  The Partnership evaluates goodwill for impairment annually, on December 31 for all reporting units, except SouthTX, which will be evaluated on April 30.  The following table reflects the carrying amounts of goodwill by reporting unit at March 31, 2014 and December 31, 2013 (in thousands):
		March 31,		December 31,
		2014		2013
	Carrying amount of goodwill by reporting unit:
	Barnett system	$	951	$	951
	SouthOK system		170,381		170,381
	SouthTX system		190,683		188,859
	WestOK system		8,381		8,381
		$	370,396	$	368,572
	The change in goodwill is related to a $1.8 million increase in goodwill related to an adjustment of the fair value of assets acquired and liabilities assumed from the TEAK Acquisition (See Note 3).  The Partnership expects all goodwill recorded to be deductible for tax purposes.
	The Partnership has recorded intangible assets with finite lives in connection with certain consummated acquisitions.  The following table reflects the components of intangible assets being amortized at March 31, 2014 and December 31, 2013 (in thousands):
						Estimated
		March 31,		December 31,		Useful Lives
		2014		2013		In Years
	Gross carrying amount:
	Customer contracts	$	3,419	$	3,419	2–10
	Customer relationships		867,653		887,653	7–15
			871,072		891,072
	Accumulated amortization:
	Customer contracts		-904		-779
	Customer relationships		-215,384		-194,022
			-216,288		-194,801
	Net carrying amount:
	Customer contracts		2,515		2,640
	Customer relationships		652,269		693,631
	Net carrying amount	$	654,784	$	696,271
	The weighted-average amortization period for customer contracts and customer relationships is 9.5 years and 11.5 years, respectively.  The Partnership recorded amortization expense on intangible assets of $21.5 million and $8.1 million for the three months ended March 31, 2014 and 2013, respectively, on its consolidated statements of operations.  Amortization expense related to intangible assets is estimated to be as follows for each of the next five calendar years: remainder of 2014 - $58.5 million; 2015 through 2016 - $74.0 million per year; 2017 - $68.0 million per year; 2018 - $59.5 million.
	The valuation assessment for the TEAK Acquisition has not been completed as of March 31, 2014 and the estimates of fair value of goodwill and intangible assets with finite lives reflected as of March 31, 2014 are subject to change (see Note 3).

Other_Assets

Other Assets	3 Months Ended
	Mar. 31, 2014
Other Assets	'
Other Assets	'
	NOTE 8 – OTHER ASSETS
	The following is a summary of other assets (in thousands):
		March 31,		December 31,
		2014		2013
	Deferred finance costs, net of accumulated amortization of $23,890 and $22,034 at March 31, 2014 and December 31 2013, respectively	$	39,538	$	41,094
	Security deposits		5,817		5,367
		$	45,355	$	46,461
	Deferred finance costs are recorded at cost and amortized over the term of the respective debt agreement (see Note 13).  The Partnership incurred $0.3 million and $13.0 million of deferred finance costs during the three months ended March 31, 2014 and 2013, respectively, related to various financing activities (see Note 13).  During the three months ended March 31, 2013, the Partnership redeemed all of its outstanding $365.8 million 8.75% unsecured senior notes due June 15, 2018 (“8.75% Senior Notes”) (see Note 13) and recognized $5.3 million of accelerated amortization of deferred financing costs, included in loss on early extinguishment of debt on the Partnership’s consolidated statement of operations.  There was no accelerated amortization of deferred financing costs during the three months ended March 31, 2014.  Amortization expense of deferred finance costs, excluding accelerated amortization expense, was $1.9 million and $1.5 million for the three months ended March 31, 2014 and 2013, respectively, which is recorded within interest expense on the Partnership’s consolidated statements of operations.

Income_Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2014
Income Taxes	'
Income Taxes	'
	NOTE 9 – INCOME TAXES
	The Partnership owns APL Arkoma, Inc., a taxable subsidiary.  The components of the federal and state income tax benefit of the Partnership’s taxable subsidiary for the three months ended March 31, 2014 and 2013 are summarized as follows (in thousands):
		Three Months Ended March 31,
		2014			2013
	Income tax benefit:
	Federal	$	-357		$	-8
	State		-41			-1
	Total income tax benefit	$	-398		$	-9
	The components of net deferred tax liabilities as of March 31, 2014 and December 31, 2013 consist of the following (in thousands):
			March 31,			December 31,
			2014			2013
	Deferred tax assets:
	Net operating loss tax carryforwards and alternative minimum tax credits		$	15,499		$	14,900
	Deferred tax liabilities:
	Excess of asset carrying value over tax basis			-48,391			-48,190
	Net deferred tax liabilities		$	-32,892		$	-33,290
	As of March 31, 2014, the Partnership had net operating loss carry forwards for federal income tax purposes of approximately $40.1 million, which expire at various dates from 2029 to 2034.  Management of the General Partner believes it more likely than not that the deferred tax asset will be fully utilized.

Derivative_Instruments

Derivative Instruments	3 Months Ended
	Mar. 31, 2014
Derivative Instruments	'
Derivative Instruments	'
	NOTE 10 ─ DERIVATIVE INSTRUMENTS
	The Partnership uses derivative instruments in connection with its commodity price risk management activities.  The Partnership uses financial swap and option instruments to hedge its forecasted natural gas, NGLs and condensate sales against the variability in expected future cash flows attributable to changes in market prices.  Changes in fair value of derivatives are recognized immediately within derivative gain (loss), net in its consolidated statements of operations.  Due to the right of setoff, derivatives are recorded on the Partnership’s consolidated balance sheets as assets or liabilities at fair value on the basis of the net exposure to each counterparty.
	The following tables summarize the Partnership’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets and liabilities on the Partnership’s consolidated balance sheets for the periods indicated (in thousands):
	Offsetting of Derivative Assets
		Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts of Assets Presented in the Consolidated Balance Sheets
	As of March 31, 2014:
	Long-term portion of derivative assets	$	5,336	$	-2,127		$	3,209
	Current portion of derivative liabilities		2,082		-2,082			-
	Total derivative assets, net	$	7,418	$	-4,209		$	3,209
	As of December 31, 2013:
	Current portion of derivative assets	$	1,310	$	-1,136		$	174
	Long-term portion of derivative assets		5,082		-2,812			2,270
	Current portion of derivative liabilities		1,612		-1,612			-
	Long-term portion of derivative liabilities		949		-949			-
	Total derivative assets, net	$	8,953	$	-6,509		$	2,444
	Offsetting of Derivative Liabilities
		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
	As of March 31, 2014:
	Long-term portion of derivative assets	$	-2,127	$	2,127		$	-
	Current portion of derivative liabilities		-15,869		2,082			-13,787
	Total derivative liabilities, net	$	-17,996	$	4,209		$	-13,787
	As of December 31, 2013:
	Current portion of derivative assets	$	-1,136	$	1,136		$	-
	Long-term portion of derivative assets		-2,812		2,812			-
	Current portion of derivative liabilities		-12,856		1,612			-11,244
	Long-term portion of derivative liabilities		-1,269		949			-320
	Total derivative liabilities, net	$	-18,073	$	6,509		$	-11,564
	The following table summarizes the Partnership’s commodity derivatives as of March 31, 2014, (fair value and volumes in thousands):
	Production					Average Fixed Price			Fair Value(2) Asset/
	Period		Commodity	Volumes(1)		($/Volume)			(Liability)
	Sold fixed price swaps
	2014		Natural gas	12,690		$	4.03		$	-5,555
	2015		Natural gas	18,610			4.24			592
	2016		Natural gas	7,950			4.28			779
	2017		Natural gas	600			4.46			23
	2014		NGLs	60,354			1.20			-5,123
	2015		NGLs	41,076			1.08			-1,993
	2016		NGLs	6,300			1.03			-85
	2014		Crude oil	219			91.06			-1,672
	2015		Crude oil	60			85.13			-298
	Total fixed price swaps									-13,332
	Purchased put options
	2014		Natural gas	500			4.13			60
	2014		NGLs	6,930			0.96			135
	2015		NGLs	3,150			0.94			155
	2014		Crude oil	267			90.41			657
	2015		Crude oil	270			89.18			1,820
	Sold call options
	2014		NGLs	3,780			1.32			-27
	2015		NGLs	1,260			1.28			-46
	Total options									2,754
	Total derivatives								$	-10,578
	(1) NGL volumes are stated in gallons.  Crude oil volumes are stated in barrels.  Natural gas volumes are stated in MMBTUs.
	(2) See Note 11 for discussion on fair value methodology.
	The following tables summarize the gross effect of all derivative instruments on the Partnership’s consolidated statements of operations for the periods indicated (in thousands):
		For the Three Months Ended
		March 31,
		2014		2013
	Derivatives not designated as hedges
	Gain (loss) recognized in derivative loss, net:
	Commodity contract - realized(1)	$	-9,835	$	1,636
	Commodity contract - unrealized(2)		1,164		-13,719
	Derivative loss, net	$	-8,671	$	-12,083
(1) Realized gain (loss) represents the gain or loss incurred when the derivative contract expires and/or is cash settled.
(2) Unrealized gain (loss) represents the mark-to-market gain or loss recognized on open derivative contracts, which have not yet settled.

Fair_Value_Of_Financial_Instru

Fair Value Of Financial Instruments	3 Months Ended
	Mar. 31, 2014
Fair Value Of Financial Instruments	'
Fair Value Of Financial Instruments	'
	NOTE 11 ─ FAIR VALUE OF FINANCIAL INSTRUMENTS
	The Partnership uses a valuation framework based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories:  observable inputs and unobservable inputs.  Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect the Partnership’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort.  These two types of inputs are further prioritized into the following hierarchy:
	Level 1– Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date.
	Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
	Level 3 – Unobservable inputs that reflect the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques.
	Derivative Instruments
	At March 31, 2014, the valuations for all the Partnership’s derivative contracts are defined as Level 2 assets and liabilities within the same class of nature and risk, with the exception of the Partnership’s NGL fixed price swaps and NGL options, which are defined as Level 3 assets and liabilities within the same class of nature and risk.
	The Partnership’s Level 2 commodity derivatives include natural gas and crude oil swaps and options, which are calculated based upon observable market data related to the change in price of the underlying commodity.  These swaps and options are calculated by utilizing the New York Mercantile Exchange (“NYMEX”) quoted prices for futures and option contracts traded on NYMEX that coincide with the underlying commodity, expiration period, strike price (if applicable) and pricing formula utilized in the derivative instrument.
	Valuations for the Partnership’s NGL options are based on forward price curves developed by financial institutions, and therefore are defined as Level 3.  The NGL options are over-the-counter instruments that are not actively traded in an open market, thus the Partnership utilizes the valuations provided by the financial institutions that provide the NGL options for trade.  The Partnership tests these valuations for reasonableness through the use of an internal valuation model.
	Valuations for the Partnership’s NGL fixed price swaps are based on forward price curves provided by a third party, which the Partnership considers to be Level 3 inputs.  The prices are adjusted based upon the relationship between the prices for the product/locations quoted by the third party and the underlying product/locations utilized for the swap contracts, as determined by a regression model of the historical settlement prices for the different product/locations.  The regression model is recalculated on a quarterly basis.  This adjustment is an unobservable Level 3 input.  The NGL fixed price swaps are over-the-counter instruments which are not actively traded in an open market.  However, the prices for the underlying products and locations do have a direct correlation to the prices for the products and locations provided by the third party, which are based upon trading activity for the products and locations quoted.  A change in the relationship between these prices would have a direct impact upon the unobservable adjustment utilized to calculate the fair value of the NGL fixed price swaps.
	The following table represents the Partnership’s derivative assets and liabilities recorded at fair value as of March 31, 2014 and December 31, 2013 (in thousands):
		Level 1			Level 2			Level 3			Total
	31-Mar-14
	Assets
	Commodity swaps	$	-		$	3,189		$	1,402		$	4,591
	Commodity options		-			2,537			290			2,827
	Total assets		-			5,726			1,692			7,418
	Liabilities
	Commodity swaps		-			-9,320			-8,603			-17,923
	Commodity options		-			-			-73			-73
	Total liabilities		-			-9,320			-8,676			-17,996
	Total derivatives	$	-		$	-3,594		$	-6,984		$	-10,578
	31-Dec-13
	Assets
	Commodity swaps	$	-		$	2,994		$	1,412		$	4,406
	Commodity options		-			4,337			210			4,547
	Total assets		-			7,331			1,622			8,953
	Liabilities
	Commodity swaps		-			-4,695			-13,378			-18,073
	Total liabilities		-			-4,695			-13,378			-18,073
	Total derivatives	$	-		$	2,636		$	-11,756		$	-9,120
	The Partnership’s Level 3 fair value amount relates to its derivative contracts on NGL fixed price swaps and NGL options.  The following table provides a summary of changes in fair value of the Partnership’s Level 3 derivative instruments for the three months ended March 31, 2014 (in thousands):
		NGL Fixed Price Swaps					NGL Put Options					NGL Call Options			Total
		Gallons		Amount			Gallons		Amount			Gallons	Amount		Amount
	Balance – December 31, 2013	130,158		$	-11,966		6,300		$	210		-	$	-	$	-11,756
	New contracts(1)	-			-		5,040			200		5,040		-200		-
	Cash settlements from unrealized gain (loss)(2)(3)	-22,428			5,873		-1,260			137		-		-		6,010
	Net change in unrealized gain (loss)(2)	-			-1,108		-			-120		-		127		-1,101
	Deferred option premium recognition(3)	-			-		-			-137		-		-		-137
	Balance – March 31, 2014	107,730		$	-7,201		10,080		$	290		5,040	$	-73	$	-6,984
	________________________
	-1
	Swaps are entered into with no value on the date of trade.  Options include premiums paid, which are included in the value of the derivatives on the date of trade.
	-2
	Included within derivative gain (loss), net on the Partnership’s consolidated statements of operations.
	-3
	Includes option premium cost reclassified from unrealized gain (loss) to realized gain (loss) at time of option expiration.
	The following table provides a summary of the unobservable inputs used in the fair value measurement of the Partnership’s NGL fixed price swaps at March 31, 2014 and December 31, 2013 (in thousands):
		Gallons		Third Party Quotes(1)			Adjustments(2)			Total Amount
	As of March 31, 2014
	Propane swaps	83,538		$	-6,059		$	-		$	-6,059
	Isobutane swaps	5,040			-1,405			651			-754
	Normal butane swaps	5,040			483			192			675
	Natural gasoline swaps	14,112			-276			-787			-1,063
	Total NGL swaps – March 31, 2014	107,730		$	-7,257		$	56		$	-7,201
	As of December 31, 2013
	Propane swaps	100,296		$	-10,260		$	-		$	-10,260
	Isobutane swaps	6,300			-2,342			955			-1,387
	Normal butane swaps	7,560			40			322			362
	Natural gasoline swaps	16,002			132			-813			-681
	Total NGL swaps – December 31, 2013	130,158		$	-12,430		$	464		$	-11,966
	_______________________
	-1
Based upon the difference between the quoted market price provided by the third party and the fixed price of the swap.
-2
Product and location basis differentials calculated through the use of a regression model, which compares the difference between the settlement prices for the products and locations quoted by the third party and the settlement prices for the actual products and locations underlying the derivatives, using a three year historical period.
The following table provides a summary of the regression coefficient utilized in the calculation of the unobservable inputs for the Level 3 fair value measurements for the NGL fixed price swaps for the periods indicated (in thousands):
	Level 3 NGL Swap Fair			Adjustment based upon Regression Coefficient
	Value Adjustments			Lower 95%		Upper 95%		Average
As of March 31, 2014:
Isobutane	$	651		1.1168		1.1271		1.1219
Normal butane		192		1.0341		1.0382		1.0361
Natural gasoline		-787		0.9685		0.9716		0.9701
Total Level 3 adjustments – March 31, 2014	$	56
As of December 31, 2013:
Isobutane	$	955		1.1184		1.1284		1.1234
Normal butane		322		1.0341		1.0386		1.0364
Natural gasoline		-813		0.9727		0.9751		0.9739
Total Level 3 adjustments – December 31, 2013	$	464
NGL Linefill
The Partnership had $21.7 million and $14.5 million of NGL linefill at March 31, 2014 and December 31, 2013, respectively, which was included within prepaid expenses and other on its consolidated balance sheets.  The NGL linefill represents amounts receivable for NGLs delivered to counterparties, for which the counterparty will pay at a designated later period at a price determined by the then market price.  The Partnership’s NGL linefill held by some counterparties will be settled at various periods in the future and is defined as a Level 3 asset, which is valued using the same forward price curve utilized to value the Partnership’s NGL fixed price swaps.  The product/location adjustment based upon the multiple regression analysis, which was included in the value of the linefill, was a reduction of $0.4 million and $0.4 million as of March 31, 2014 and December 31, 2013, respectively.  The Partnership’s NGL linefill held by other counterparties is adjusted on a monthly basis according to the volumes delivered to the counterparties each period and is valued on a first in first out (“FIFO”) basis.
The following table provides a summary of changes in fair value of the Partnership’s NGL linefill for the three months ended March 31, 2014 (in thousands):
	Linefill Valued at Market					Linefill Valued on FIFO					Total NGL Linefill
	Gallons		Amount			Gallons		Amount			Gallons	Amount
Balance – December 31, 2013	5,788		$	4,739		11,538		$	9,778		17,326	$	14,517
Deliveries into NGL linefill	1,050			1,013		25,600			16,875		26,650		17,888
NGL linefill sales	-			-		-20,622			-10,847		-20,622		-10,847
Net change in NGL linefill valuation(1)	-			143		-			-		-		143
Balance – March 31, 2014	6,838		$	5,895		16,516		$	15,806		23,354	$	21,701
_______________________
(1) Included within natural gas and liquids sales on the Partnership’s consolidated statements of operations.
Contingent Consideration
In February 2012, the Partnership acquired a gas gathering system and related assets for an initial net purchase price of $19.0 million.  The Partnership agreed to pay up to an additional $12.0 million in contingent payments, payable in two equal amounts, if certain volumes are achieved on the acquired gathering system within a specified time period.  Sufficient volumes were achieved in December 2012 and the Partnership paid the first contingent payment of $6.0 million in January 2013.  As of March 31, 2014, the fair value of the remaining contingent payment resulted in a $6.0 million long term liability, which was recorded within other long term liabilities on the Partnership’s consolidated balance sheets.  The range of the undiscounted amount the Partnership could pay related to the remaining contingent payment is between $0.0 and $6.0 million.
Other Financial Instruments
The estimated fair value of the Partnership’s other financial instruments has been determined based upon its assessment of available market information and valuation methodologies.  However, these estimates may not necessarily be indicative of the amounts the Partnership could realize upon the sale or refinancing of such financial instruments.
The Partnership’s current assets and liabilities on its consolidated balance sheets, other than the derivatives, NGL linefill and contingent consideration discussed above, are considered to be financial instruments for which the estimated fair values of these instruments approximate their carrying amounts due to their short-term nature and thus are categorized as Level 1 values.  The carrying value of outstanding borrowings under the revolving credit facility, which bear interest at a variable interest rate, approximates their estimated fair value and thus is categorized as a Level 1 value.  The estimated fair value of the Partnership’s Senior Notes (see Note 13) is based upon the market approach and calculated using the yield of the Senior Notes as provided by financial institutions and thus is categorized as a Level 3 value.  The estimated fair values of the Partnership’s total debt at March 31, 2014 and December 31, 2013, which consists principally of borrowings under the revolving credit facility and the Senior Notes, were $1,708.6 million and $1,663.6 million, respectively, compared with the carrying amounts of $1,704.9 million and $1,707.3 million, respectively.
Acquisitions
On May 7, 2013, the Partnership completed the TEAK Acquisition (see Note 3).  The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs.  These inputs require significant judgments and estimates at the time of the valuation.  The estimates of fair value of the TEAK assets as of the acquisition date, which are reflected in the Partnership’s consolidated balance sheet as of March 31, 2014, are subject to change as the final valuation has not yet been completed (see Note 3).

Accrued_Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2014
Accrued Liabilities	'
Accrued liabilities	'
	NOTE 12 – ACCRUED LIABILITIES
	The following is a summary of accrued liabilities (in thousands):
		March 31,		December 31,
		2014		2013
	Accrued capital expenditures	$	10,295	$	17,898
	Acquisition-related liabilities		8,914		8,933
	Accrued ad valorem and production taxes		8,795		3,551
	Other		14,455		17,067
		$	42,459	$	47,449

Debt

Debt	3 Months Ended
	Mar. 31, 2014
Debt	'
Debt	'
	NOTE 13 ─ DEBT
	Total debt consists of the following (in thousands):
		March 31,			December 31,
		2014			2013
	Revolving credit facility	$	150,000		$	152,000
	6.625% Senior notes – due 2020		504,387			504,556
	5.875% Senior notes – due 2023		650,000			650,000
	4.750% Senior notes – due 2021		400,000			400,000
	Capital lease obligations		556			754
	Total debt		1,704,943			1,707,310
	Less current maturities		-394			-524
	Total long term debt	$	1,704,549		$	1,706,786
	Cash payments for interest related to debt, net of capitalized interest, were $34.7 million and $22.1 million for the three months ended March 31, 2014 and 2013, respectively.
	Revolving Credit Facility
	At March 31, 2014, the Partnership had a $600.0 million senior secured revolving credit facility with a syndicate of banks that matures in May 2017.  The weighted average interest rate for borrowings on the revolving credit facility, at March 31, 2014, was 3.2%.  Up to $50.0 million of the revolving credit facility may be utilized for letters of credit, of which $0.1 million was outstanding at March 31, 2014.  These outstanding letters of credit amounts were not reflected as borrowings on the Partnership’s consolidated balance sheets.  At March 31, 2014, the Partnership had $449.9 million of remaining committed capacity under its revolving credit facility.
	The events that constitute an event of default for the revolving credit facility are also customary for loans of this size, including payment defaults, breaches of representations or covenants contained in the credit agreement, adverse judgments against the Partnership in excess of a specified amount, and a change of control of the General Partner.
	On March 11, 2014, the Partnership entered into an amendment to the credit agreement governing the revolving credit facility which, among other changes:
		·		adjusted the duration of, and maximum ratios allowed during, the Acquisition Period, as defined in the credit agreement, for the Consolidated Funded Debt Ratio, as defined in the credit agreement; and
		·		permitted the payment of cash distributions, if any, on the Class E Preferred Units so long as the Partnership has a pro forma Minimum Liquidity, as defined in the credit agreement, of greater than or equal to $50 million.
	As of March 31, 2014, the Partnership was in compliance with all covenants under the credit facility.
	Senior Notes
	At March 31, 2014, the Partnership had $500.0 million principal outstanding of 6.625% unsecured senior notes due October 1, 2020 (“6.625% Senior Notes”), $650.0 million principal outstanding of 5.875% unsecured senior notes due August 1, 2023 (“5.875% Senior Notes”), and $400.0 million of 4.75% unsecured senior notes due November 15, 2021 (“4.75% Senior Notes” and with the 6.625% Senior Notes and 5.875% Senior Notes, the “Senior Notes”).  The 6.625% Senior Notes are presented combined with a net $4.4 million unamortized premium as of March 31, 2014.
	Indentures governing the Senior Notes contain covenants, including limitations of the Partnership’s ability to: incur certain liens; engage in sale/leaseback transactions; incur additional indebtedness; declare or pay distributions if an event of default has occurred; redeem, repurchase or retire equity interests or subordinated indebtedness; make certain investments; or merge, consolidate or sell substantially all its assets.  The Partnership is in compliance with these covenants as of March 31, 2014.
	5.875% Senior Notes
	On February 11, 2013, the Partnership issued $650.0 million of the 5.875% Senior Notes in a private placement transaction.  The 5.875% Senior Notes were issued at par.  The Partnership received net proceeds of $637.3 million after underwriting commissions and other transactions costs and utilized the proceeds to redeem the 8.75% Senior Notes and repay a portion of the outstanding indebtedness under the credit facility.
	8.75% Senior Notes
	On January 28, 2013, the Partnership commenced a cash tender offer for any and all of its outstanding 8.75% Senior Notes and a solicitation of consents to eliminate most of the restrictive covenants and certain of the events of default contained in the indenture governing the 8.75% Senior Notes (“8.75% Senior Notes Indenture”).  Approximately $268.4 million aggregate principal amount of the 8.75% Senior Notes were validly tendered as of the expiration date of the consent solicitation.  In February 2013, the Partnership accepted for purchase all 8.75% Senior Notes validly tendered as of the expiration of the consent solicitation and paid $291.4 million to redeem the $268.4 million principal plus $11.2 million make-whole premium, $3.7 million accrued interest and $8.0 million consent payment.  The Partnership entered into a supplemental indenture amending and supplementing the 8.75% Senior Notes Indenture.
	On March 12, 2013, the Partnership paid $105.6 million to redeem the remaining $97.3 million 8.75% Senior Notes not purchased in connection with the tender offer, plus a $6.3 million make-whole premium and $2.0 million in accrued interest.  The Partnership funded the redemption with a portion of the net proceeds from the issuance of the 5.875% Senior Notes.
	Capital Leases
	The following is a summary of the leased property under capital leases as of March 31, 2014 and December 31, 2013, which are included within property, plant and equipment (see Note 6) (in thousands):
		March 31,			December 31,
		2014			2013
	Pipelines, processing and compression facilities	$	1,142		$	2,281
	Less – accumulated depreciation		-144			-330
		$	998		$	1,951
	In March 2014, the Partnership took ownership of $1.1 million of facilities in connection with the conclusion of a capital lease.  Depreciation expense for leased properties was $32 thousand and $211 thousand for the three months ended March 31, 2014 and 2013, respectively, which is included within depreciation and amortization expense on the Partnership’s consolidated statements of operations (see Note 6).

Commitments_And_Contingencies

Commitments And Contingencies	3 Months Ended
	Mar. 31, 2014
Commitments And Contingencies	'
Commitments And Contingencies	'
	NOTE 14 ─ COMMITMENTS AND CONTINGENCIES
	The Partnership has certain long-term unconditional purchase obligations and commitments, consisting primarily of transportation contracts.  These agreements provide for transportation services to be used in the ordinary course of the Partnership’s operations.   Transportation fees paid related to these contracts, including minimum shipment payments, were $7.3 million and $3.0 million for the three months ended March 31, 2014 and 2013, respectively.  The future fixed and determinable portion of the obligations as of March 31, 2014 was as follows: remainder of 2014 - $6.3 million; 2015 to 2017 - $3.5 million per year; and 2018 - $2.7 million.
	The Partnership had committed approximately $74.0  million for the purchase of property, plant and equipment at March 31, 2014.
	The Partnership is a party to various routine legal proceedings arising out of the ordinary course of its business. Management of the Partnership believes that the ultimate resolution of these actions, individually or in the aggregate, will not have a material adverse effect on its financial condition or results of operations.

Benefit_Plans

Benefit Plans	3 Months Ended
	Mar. 31, 2014
Benefit Plans	'
Benefit Plans	'
	NOTE 15 ─ BENEFIT PLANS
	Long-Term Incentive Plans
	The Partnership has a 2004 Long-Term Incentive Plan (“2004 LTIP”) and a 2010 Long-Term Incentive Plan (“2010 LTIP” and collectively with the 2004 LTIP, the “LTIPs”) in which officers, employees, non-employee managing board members of the General Partner, employees of the General Partner’s affiliates and consultants are eligible to participate.  The LTIPs are administered by the compensation committee appointed by the General Partner’s managing board (the “Compensation Committee”).  Under the LTIPs, the Compensation Committee may make awards of either phantom units or unit options for an aggregate of 3,435,000 common units.  At March 31, 2014, the Partnership had 1,664,642 phantom units outstanding under the Partnership’s LTIPs, with 608,369 phantom units and unit options available for grant.  The Partnership generally issues new common units for phantom units and unit options that have vested and have been exercised.
	Partnership Phantom Units
	Through March 31, 2014, phantom units granted to employees under the LTIPs generally had vesting periods of four years.  However, in February 2014, the Partnership granted 227,000 phantom units, which had a vesting period of three years.  Phantom units awarded to non-employee managing board members will vest over a four year period.  Awards to non-employee members of the board automatically vest upon a change of control, as defined in the LTIPs.  At March 31, 2014, there were 531,244 phantom units outstanding under the LTIPs that will vest within the following twelve months.
	All phantom units outstanding under the LTIPs at March 31, 2014 include distribution equivalent rights (“DERs”), which is the right to receive cash per phantom unit in an amount equal to and at the same time as the cash distributions the Partnership makes on a common unit during the period the phantom unit is outstanding.  The DERs were granted to the participants by the Compensation Committee.  The amounts paid with respect to LTIP DERs were $0.9 million and $0.6 million during the three months ended March 31, 2014 and 2013, respectively.  These amounts were recorded as reductions of equity on the Partnership’s consolidated balance sheets.
	The following table sets forth the Partnership’s LTIPs phantom unit activity for the periods indicated:
		Three Months Ended 31,
		2014			2013
		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)
	Outstanding, beginning of period	1,446,553	$	36.32	1,053,242	$	33.21
	Granted	234,701		31.03	6,804		33.06
	Forfeited	-2,200		39.51	-		-
	Matured and issued(2)(3)	-14,412		34.03	-2,963		28.94
	Outstanding, end of period(4)	1,664,642	$	35.59	1,057,083	$	33.22
	Non-cash compensation expense recognized (in thousands)		$	6,439		$	4,384
	__________________________________
	-1
	Fair value based upon weighted average grant date price.
	-2
	The intrinsic values for phantom unit awards exercised during the three months ended March 31, 2014 and 2013 were $0.5 million and $0.1 million, respectively.
	-3
	The aggregate intrinsic value for phantom unit awards outstanding at March 31, 2014 and December 31, 2013 was $53.5 million and $50.7 million, respectively.
	-4
	There were 25,228 and 22,539 outstanding phantom unit awards at March 31, 2014 and December 31, 2013, respectively, which were classified as liabilities due to a cash option available on the related phantom unit awards.
	At March 31, 2014, the Partnership had approximately $31.5 million of unrecognized compensation expense related to unvested phantom units outstanding under the LTIPs based upon the fair value of the awards, which is expected to be recognized over a weighted average period of 2.0 years.

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2014
Related Party Transactions	'
Related Party Transactions	'
	NOTE 16 ─ RELATED PARTY TRANSACTIONS
	The Partnership does not directly employ any persons to manage or operate its business.  These functions are provided by the General Partner and employees of ATLS.  The General Partner does not receive a management fee in connection with its management of the Partnership apart from its interest as general partner and its right to receive incentive distributions.  The Partnership reimburses the General Partner and its affiliates for compensation and benefits related to its employees who perform services for the Partnership based upon an estimate of the time spent by such persons on activities for the Partnership.  Other indirect costs, such as rent for offices, are allocated to the Partnership by ATLS based on the number of its employees who devote their time to activities on the Partnership’s behalf.
	The partnership agreement provides that the General Partner will determine the costs and expenses allocable to the Partnership in any reasonable manner determined by the General Partner at its sole discretion.  The Partnership reimbursed the General Partner and its affiliates $1.3 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively, for compensation and benefits related to its employees.  There were no reimbursements for direct expenses incurred by the General Partner and its affiliates for the three months ended March 31, 2014 and 2013.  The General Partner believes the method utilized in allocating costs to the Partnership is reasonable.
	The Partnership compresses and gathers gas for Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP”) on its gathering systems located in Tennessee.  ARP’s general partner is wholly-owned by ATLS, and two members of the General Partner’s managing board are members of ARP’s board of directors.  The Partnership entered into an agreement to provide these services, which extends for the life of ARP’s leases, in February 2008.  The Partnership charged ARP approximately $0.1 million and $0.1 million in compression and gathering fees for the three months ended March 31, 2014 and 2013, respectively.

Segment_Information

Segment Information	3 Months Ended
	Mar. 31, 2014
Segment Information	'
Segment Information	'
	NOTE 17 ─ SEGMENT INFORMATION
	The Partnership has two reportable segments:  Gathering and Processing; and Transportation, Treating and Other (“Transportation and Treating”).  These reportable segments reflect the way the Partnership manages its operations.
	The Gathering and Processing segment consists of (1) the SouthOK, SouthTX, WestOK and WestTX operations, which are comprised of natural gas gathering and processing assets servicing drilling activity in the Anadarko, Arkoma and Permian Basins and the Eagle Ford Shale play in south Texas; and (2) the natural gas gathering assets located in the Barnett Shale play in Texas and the Appalachian Basin in Tennessee.  Gathering and Processing revenues are primarily derived from the sale of residue gas and NGLs and the gathering, processing and treating of natural gas.
	The Transportation and Treating segment consists of (1) the gas treating operations, which own contract gas treating facilities located in various shale plays including the Avalon, Eagle Ford, Granite Wash, Haynesville, Fayetteville and Woodford; and (2) certain subsidiaries’ 20% interest in the equity income generated by WTLPG, which owns a common-carrier pipeline system that transports NGLs from New Mexico and Texas to Mont Belvieu, Texas for fractionation.  Gas treating revenues are primarily derived from monthly lease fees for use of the treating facilities.  Pipeline revenues are primarily derived from transportation fees.
	The following summarizes the Partnership’s reportable segment data for the periods indicated (in thousands):
		Gathering and Processing		Transportation and Treating		Corporate  and Other		Consolidated
	Three Months Ended March 31, 2014:
	Revenue:
	Revenues – third party(1)	$	707,774	$	1,201	$	-9,026	$	699,949
	Revenues – affiliates		55		-		-		55
	Total revenues		707,829		1,201		-9,026		700,004
	Costs and Expenses:
	Operating costs and expenses		600,227		369		-		600,596
	General and administrative(1)		-		-		17,940		17,940
	Other costs		-		-		37		37
	Depreciation and amortization		48,227		760		252		49,239
	Interest expense(1)		-		-		23,663		23,663
	Total costs and expenses		648,454		1,129		41,892		691,475
	Equity income (loss) in joint ventures		-3,605		1,727		-		-1,878
	Income (loss) before tax		55,770		1,799		-50,918		6,651
	Income tax benefit		-398		-		-		-398
	Net income (loss)	$	56,168	$	1,799	$	-50,918	$	7,049
		Gathering and Processing		Transportation and Treating		Corporate  and Other		Consolidated
	Three Months Ended March 31, 2013:
	Revenue:
	Revenues – third party(1)	$	418,607	$	1,433	$	-12,199	$	407,841
	Revenues – affiliates		71		-		-		71
	Total revenues		418,678		1,433		-12,199		407,912
	Costs and Expenses:
	Operating costs and expenses		347,055		344		-		347,399
	General and administrative(1)		-		-		13,798		13,798
	Other costs		-		-		530		530
	Depreciation and amortization		29,971		268		219		30,458
	Interest expense(1)		-		-		18,686		18,686
	Total costs and expenses		377,026		612		33,233		410,871
	Equity income in joint ventures		-		2,040		-		2,040
	Loss on early extinguishment of debt		-		-		-26,582		-26,582
	Income (loss) before tax		41,652		2,861		-72,014		-27,501
	Income tax benefit		-9		-		-		-9
	Net income (loss)	$	41,661	$	2,861	$	-72,014	$	-27,492
	___________________________________
	(1)  Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to its reportable segments as it would be unfeasible to reasonably do so for the periods presented.
		Three Months Ended March 31,
	Capital Expenditures:	2014		2013
	Gathering and processing	$	127,915	$	108,393
	Transportation and treating		-		123
	Corporate and other		416		-
		$	128,331	$	108,516
		March 31,		December 31,
	Balance Sheet	2014		2013
	Equity method investment in joint ventures:
	Gathering and processing	$	183,541	$	162,511
	Transportation and treating		85,517		85,790
		$	269,058	$	248,301
	Goodwill:
	Gathering and processing	$	370,396	$	368,572
	Total assets:
	Gathering and processing	$	4,266,976	$	4,146,314
	Transportation and treating		130,932		132,152
	Corporate and other		49,050		49,379
		$	4,446,958	$	4,327,845
	The following table summarizes the Partnership’s natural gas and liquids sales by product or service for the periods indicated (in thousands):
		Three Months Ended March 31,
	2014		2013
Natural gas and liquids sales:
Natural gas	$	271,052	$	141,484
NGLs		360,754		217,831
Condensate		31,181		24,565
Other		143		-32
Total	$	663,130	$	383,848

Supplemental_Condensed_Consoli

Supplemental Condensed Consolidating Financial Information	3 Months Ended
	Mar. 31, 2014
Supplemental Condensed Consolidating Financial Information Abstract	'
Supplemental Condensed Consolidating Financial Information	'
	NOTE 18 − SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
	The Partnership’s Senior Notes and revolving credit facility are guaranteed by its wholly-owned subsidiaries.  The guarantees are full, unconditional, joint and several.  The Partnership’s consolidated financial statements as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 include the financial statements of WestOK LLC, WestTX LLC and Centrahoma as well as the equity income received by two of the Partnership’s subsidiaries in WTLPG and the T2 Joint Ventures.  Under the terms of the Senior Notes and the revolving credit facility, WestOK LLC, WestTX LLC and Centrahoma, are non-guarantor subsidiaries as they are not wholly-owned by the Partnership.  The following supplemental condensed consolidating financial information reflects the Partnership’s stand-alone accounts, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the consolidating adjustments and eliminations and the Partnership’s consolidated accounts as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013.  For the purpose of the following financial information, the Partnership’s investments in its subsidiaries and the guarantor subsidiaries’ investments in their subsidiaries are presented in accordance with the equity method of accounting (in thousands):
	Balance Sheets			Guarantor		Non-Guarantor		Consolidating
	31-Mar-14	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Assets
	Cash and cash equivalents	$	-	$	168	$	9,588	$	-	$	9,756
	Accounts receivable − affiliates		-		95,903		-		-95,903		-
	Other current assets		204		44,469		225,365		-951		269,087
	Total current assets		204		140,540		234,953		-96,854		278,843
	Property, plant and equipment, net		-		760,038		2,065,275		-		2,825,313
	Intangible assets, net		-		568,491		86,293		-		654,784
	Goodwill		-		325,502		44,894		-		370,396
	Equity method investment in joint ventures		-		-		269,058		-		269,058
	Long term portion of derivative assets		-		3,209		-		-		3,209
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		3,962,561		996,504		-		-4,959,065		-
	Other assets, net		39,538		1,787		4,030		-		45,355
	Total assets	$	4,002,303	$	2,796,071	$	4,557,431	$	-6,908,847	$	4,446,958
	Liabilities and Equity
	Accounts payable – affiliates	$	26,732	$	-	$	76,260	$	-95,903	$	7,089
	Other current liabilities		14,084		83,182		252,574		-		349,840
	Total current liabilities		40,816		83,182		328,834		-95,903		356,929
	Long-term debt, less current portion		1,704,387		162		-		-		1,704,549
	Deferred income taxes, net		-		32,892		-		-		32,892
	Other long-term liability		144		1,033		6,000		-		7,177
	Equity		2,256,956		2,678,802		4,222,597		-6,812,944		2,345,411
	Total liabilities and equity	$	4,002,303	$	2,796,071	$	4,557,431	$	-6,908,847	$	4,446,958
	31-Dec-13			Guarantor		Non-Guarantor		Consolidating
	Assets	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Cash and cash equivalents	$	-	$	168	$	4,746	$	-	$	4,914
	Accounts receivable − affiliates		765,236		-		-		-765,236		-
	Other current assets		215		52,910		185,975		-2,236		236,864
	Total current assets		765,451		53,078		190,721		-767,472		241,778
	Property, plant and equipment, net		-		723,302		2,000,890		-		2,724,192
	Intangible assets, net		-		603,533		92,738		-		696,271
	Goodwill		-		323,678		44,894		-		368,572
	Equity method investment in joint venture		-		-		248,301		-		248,301
	Long term portion of derivative assets		-		2,270		-		-		2,270
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		3,186,938		1,487,358		-		-4,674,296		-
	Other assets, net		41,094		1,787		3,580		-		46,461
	Total assets	$	3,993,483	$	3,195,006	$	4,434,052	$	-7,294,696	$	4,327,845
	Liabilities and Equity
	Accounts payable – affiliates	$	-	$	423,078	$	345,070	$	-765,236	$	2,912
	Other current liabilities		26,819		75,031		215,464		-		317,314
	Total current liabilities		26,819		498,109		560,534		-765,236		320,226
	Long-term portion of derivative liabilities		-		320		-		-		320
	Long-term debt, less current portion		1,706,556		230		-		-		1,706,786
	Deferred income taxes, net		-		33,290		-		-		33,290
	Other long-term liability		203		1,115		6,000		-		7,318
	Equity		2,259,905		2,661,942		3,867,518		-6,529,460		2,259,905
	Total liabilities and equity	$	3,993,483	$	3,195,006	$	4,434,052	$	-7,294,696	$	4,327,845
	Statements of Operations			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Three Months Ended March 31, 2014
	Total revenues	$	-	$	146,836	$	556,538	$	-3,370	$	700,004
	Total costs and expenses		-23,805		-171,864		-499,176		3,370		-691,475
	Equity income (loss)		28,392		53,021		-1,878		-81,413		-1,878
	Income (loss), before tax		4,587		27,993		55,484		-81,413		6,651
	Income tax benefit		-		-398		-		-		-398
	Net income (loss)		4,587		28,391		55,484		-81,413		7,049
	Income attributable to non-controlling interest		-		-		-2,462		-		-2,462
	Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
Preferred unit dividends in kind		-9,719		-		-		-		-9,719
Preferred unit dividends		-406		-		-		-		-406
Net income (loss) attributable to common limited partners and the General Partner	$	-16,916	$	28,391	$	53,022	$	-81,413	$	-16,916
Three Months Ended March 31, 2013
Total revenues	$	-	$	91,841	$	335,372	$	-19,301	$	407,912
Total costs and expenses		-18,596		-114,227		-297,349		19,301		-410,871
Equity income (loss)		16,317		38,695		-		-52,972		2,040
Loss on early extinguishment of debt		-26,582		-		-		-		-26,582
Income (loss), before tax		-28,861		16,309		38,023		-52,972		-27,501
Income tax benefit		-		-9		-		-		-9
Net income (loss)		-28,861		16,318		38,023		-52,972		-27,492
Income attributable to non-controlling interest		-		-		-1,369		-		-1,369
Net income (loss) attributable to common limited partners and the General Partner	$	-28,861	$	16,318	$	36,654	$	-52,972	$	-28,861
Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Three Months Ended March 31, 2014
Net cash provided by (used in):
Operating activities	$	92,913	$	66,817	$	77,780	$	-171,342	$	66,168
Investing activities		-162,469		-149,327		-103,658		284,770		-130,684
Financing  activities		69,556		82,510		30,720		-113,428		69,358
Net change in cash and cash equivalents		-		-		4,842		-		4,842
Cash and cash equivalents, beginning of period		-		168		4,746		-		4,914
Cash and cash equivalents, end of period	$	-	$	168	$	9,588	$	-	$	9,756
Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Three Months Ended March 31, 2013
Net cash provided by (used in):
Operating activities	$	-58,592	$	33,933	$	62,426	$	3,489	$	41,256
Investing activities		-21,541		-2,534		-105,856		21,541		-108,390
Financing  activities		80,133		-31,399		48,293		-25,030		71,997
Net change in cash and cash equivalents		-		-		4,863		-		4,863
Cash and cash equivalents, beginning of period		-		157		3,241		-		3,398
Cash and cash equivalents, end of period	$	-	$	157	$	8,104	$	-	$	8,261

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2014
Subsequent Events	'
Subsequent Events	'
	NOTE 19 – SUBSEQUENT EVENTS
	On  April 22, 2014, the Partnership declared a cash distribution of $0.62 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended March 31, 2014.  The $56.1 million distribution, including $6.1 million to the General Partner for its general partner interest and incentive distribution rights, will be paid on May 15, 2014 to unitholders of record at the close of business on May 8, 2014 (see Note 5).  Based on this declaration, the Partnership will also issue approximately 317,000 Class D Preferred Units to the holders of the Class D Preferred Units as a preferred unit distribution in kind for the quarter ended March 31, 2014.
	On May 5, 2014, the Partnership announced that it had entered into a definitive agreement to sell its subsidiaries holding interests in WTLPG to a subsidiary of Martin Midstream Partners L.P. for $135.0 million in cash, subject to certain closing adjustments.  The proceeds will be used to pay down the revolving credit facility.

Summary_Of_Significant_Account1

Summary Of Significant Accounting Policies (Policy)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies	'
Principles of Consolidation and Non-Controlling Interest	'
	Principles of Consolidation and Non-Controlling Interest
	The consolidated financial statements include the accounts of the Partnership, the Operating Partnership, a variable interest entity of which the Partnership is the primary beneficiary, and the Operating Partnership’s wholly-owned and majority-owned subsidiaries.  The General Partner’s interest in the Operating Partnership is reported as part of its overall 2.0% general partner interest in the Partnership.  All material intercompany transactions have been eliminated.
Comprehensive Income (Loss)	'
	Comprehensive Income (Loss)
	Comprehensive income (loss) includes net income (loss) and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under GAAP, have not been recognized in the calculation of net income (loss).  These changes, other than net income (loss), are referred to as “other comprehensive income (loss).” The Partnership does not have any type of transaction, which would be included within other comprehensive income (loss), thus comprehensive income (loss) is equal to net income (loss).
Net Income (Loss) Per Common Unit	'
	Net Income (Loss) Per Common Unit
	Basic net income (loss) attributable to common limited partners per unit is computed by dividing net income (loss) attributable to common limited partners by the weighted average number of common limited partner units outstanding during the period.  Net income (loss) attributable to common limited partners is determined by deducting net income attributable to participating securities, if applicable, and net income (loss) attributable to the General Partner’s and the preferred unitholders' interests.  The General Partner’s interest in net income (loss) is calculated on a quarterly basis based upon its 2.0% general partner interest and incentive distributions to be distributed for the quarter (see Note 5), with a priority allocation of net income to the General Partner’s incentive distributions, if any, in accordance with the partnership agreement, and the remaining net income (loss) allocated with respect to the General Partner’s and limited partners’ ownership interests.
	The Partnership presents net income (loss) per unit under the two-class method for master limited partnerships,  which considers whether the incentive distributions of a master limited partnership represent a participating security when considered in the calculation of earnings per unit under the two-class method.  The two-class method considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period.  If distributions are contractually limited to the incentive distribution rights’ share of currently designated available cash for distributions as defined under the partnership agreement, undistributed earnings in excess of available cash should not be allocated to the incentive distribution rights.  Under the two-class method, management of the Partnership believes the partnership agreement contractually limits cash distributions to available cash; therefore, undistributed earnings are not allocated to the incentive distribution rights.
	Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per unit pursuant to the two-class method.  The Partnership’s phantom unit awards, which consist of common units issuable under the terms of its long-term incentive plans and incentive compensation agreements (see Note 16), contain non-forfeitable rights to distribution equivalents of the Partnership.  The participation rights result in a non-contingent transfer of value each time the Partnership declares a distribution or distribution equivalent right during the award’s vesting period.  However, unless the contractual terms of the participating securities require the holders to share in the losses of the entity, net loss is not allocated to the participating securities.  Therefore, the net income (loss) utilized in the calculation of net income (loss) per unit must be determined based upon the allocation of only net income to the phantom units on a pro-rata basis.
	Class D Preferred Units participate in distributions with the common limited partner units according to a predetermined formula (see Note 5), thus they are considered participating securities and are included in the computation of earnings per unit pursuant to the two-class method.  The participation rights result in a non-contingent transfer of value each time the Partnership declares a distribution.  However, the contractual terms of the Class D Preferred Units do not require the holders to share in the losses of the entity, therefore the net income (loss) utilized in the calculation of net income (loss) per unit must be determined based upon the allocation of only net income to the Class D Preferred Units on a pro-rata basis.
	Class E Preferred Units do not participate in distributions with the common limited partner units according to a predetermined formula, but rather receive distributions based upon a set percentage rate (see Note 5), thus they are not considered participating securities.  However, income available to common limited partners is reduced by the distributions accumulated for the period on the Class E Preferred Units, whether declared or not since the distributions on Class E Preferred Units are cumulative.
	The following is a reconciliation of net income (loss) allocated to the General Partner and common limited partners for purposes of calculating net income (loss) attributable to common limited partners per unit (in thousands):
		Three Months Ended
		March 31,
		2014			2013
	Net income (loss)	$	7,049		$	-27,492
	Income attributable to non-controlling interests		-2,462			-1,369
	Preferred unit imputed dividend effect		-11,378			-
	Preferred unit dividends in kind		-9,719			-
	Preferred unit dividends		-406			-
	Net loss attributable to common limited partners and the General Partner		-16,916			-28,861
	General Partner’s cash incentive distributions		4,968			2,986
	General Partner’s ownership interest		-440			-641
	Net income attributable to the General Partner’s ownership interests		4,528			2,345
	Net loss attributable to common limited partners		-21,444			-31,206
	Net income attributable to participating securities – phantom units(1)		-			-
	Net income attributable to participating securities – Class D Preferred Units(2)		-			-
	Net loss utilized in the calculation of net loss attributable to common limited partners per unit	$	-21,444		$	-31,206
	-1	Net loss attributable to common limited partners’ ownership interest is allocated to the phantom units on a pro-rata basis (weighted average phantom units outstanding as a percentage of the sum of the weighted average phantom units and common limited partner units outstanding).  For the three months ended March 31, 2014 and 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity.
	-2	Net loss attributable to common limited partners’ ownership interest is allocated to the Class D Preferred Units on a pro-rata basis (weighted average Class D Preferred Units outstanding as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three months ended March 31, 2014, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,964,000 weighted average Class D Preferred Units because the contractual terms of the Class D Preferred Units as participating securities do not require the holders to share in the losses of the entity.
	Diluted net income (loss) attributable to common limited partners per unit is calculated by dividing net income (loss) attributable to common limited partners, plus income allocable to participating securities, by the sum of the weighted average number of common limited partner units outstanding plus the dilutive effect of outstanding participating securities and the effects of outstanding convertible securities.  The phantom units and Class D Preferred Units are participating securities included in the calculation of diluted net income (loss) attributable to common units, due to their participation rights and due to their dilution if converted.  The Class E Preferred Units are not participating securities and are not convertible and thus are not included in the units outstanding for calculation of diluted net income (loss) attributable to common limited partners per unit.
	The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net income (loss) attributable to common limited partners per unit with those used to compute diluted net income (loss) attributable to common limited partners per unit (in thousands):
		Three Months Ended
		March 31,
		2014		2013
	Weighted average number of common limited  partner units – basic	80,595		64,646
	Add effect of dilutive securities – phantom  units(1)	-		-
	Add effect of convertible preferred limited partner units(2)	-		-
	Weighted average common limited partner units – diluted	80,595		64,646
	-1	For the three months ended March 31, 2014 and 2013, approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three months ended March 31, 2014, approximately 13,964,000 weighted average Class D Preferred Units were excluded from the computation of diluted net income (loss) attributable to common limited partners as the impact of the conversion would have been anti-dilutive.
Revenue Recognition	'
	Revenue Recognition
	The Partnership accrues unbilled revenue and the related purchase costs due to timing differences between the delivery of natural gas, NGLs, and condensate and the receipt of a delivery statement.  This revenue is recorded based upon volumetric data from the Partnership’s records and management estimates of the related gathering and compression fees, which are, in turn, based upon applicable product prices.  The Partnership had unbilled revenues at March 31, 2014 and December 31, 2013 of $182.4 million and $134.9 million, respectively, which are included in accounts receivable within its consolidated balance sheets.
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	The Partnership considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.  These cash equivalents consist principally of temporary investments of cash in short-term money market instruments.  Checks outstanding at the end of a period that exceed available cash balances held at the bank are considered to be book overdrafts and are reclassified to accounts payable.  At March 31, 2014 and December 31, 2013, the Partnership reclassified the balances related to book overdrafts of $17.6 million and $28.8 million, respectively, from cash and cash equivalents to accounts payable on the Partnership’s consolidated balance sheets.
Recently Adopted Accounting Standards	'
	Recently Adopted Accounting Standards
	In July 2013, the FASB issued Accounting Standard Update (“ASU”) 2013-11, “Income Taxes (Topic 740) –Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which, among other changes, requires an entity to present an unrecognized tax benefit as a liability and not net with deferred tax assets when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes under the tax law of the applicable jurisdiction that would result from the disallowance of a tax position or when the tax law of the applicable tax jurisdiction does not require, and the entity does not intend to, use the deferred tax asset for such purpose. These requirements are effective for interim and annual reporting periods beginning after December 15, 2013.  Early adoption is permitted.  These amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date.  Retrospective application is permitted.  The Partnership applied these requirements upon the adoption of the ASU on January 1, 2014.  The adoption had no material impact on the Partnership’s financial position or results of operations.

Summary_Of_Significant_Account2

Summary Of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies	'
Schedule Of Net Income (Loss) Allocated To The General Partner And Common Limited Partners	'
		Three Months Ended
		March 31,
		2014			2013
	Net income (loss)	$	7,049		$	-27,492
	Income attributable to non-controlling interests		-2,462			-1,369
	Preferred unit imputed dividend effect		-11,378			-
	Preferred unit dividends in kind		-9,719			-
	Preferred unit dividends		-406			-
	Net loss attributable to common limited partners and the General Partner		-16,916			-28,861
	General Partner’s cash incentive distributions		4,968			2,986
	General Partner’s ownership interest		-440			-641
	Net income attributable to the General Partner’s ownership interests		4,528			2,345
	Net loss attributable to common limited partners		-21,444			-31,206
	Net income attributable to participating securities – phantom units(1)		-			-
	Net income attributable to participating securities – Class D Preferred Units(2)		-			-
	Net loss utilized in the calculation of net loss attributable to common limited partners per unit	$	-21,444		$	-31,206
	-1	Net loss attributable to common limited partners’ ownership interest is allocated to the phantom units on a pro-rata basis (weighted average phantom units outstanding as a percentage of the sum of the weighted average phantom units and common limited partner units outstanding).  For the three months ended March 31, 2014 and 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity.
	-2	Net loss attributable to common limited partners’ ownership interest is allocated to the Class D Preferred Units on a pro-rata basis (weighted average Class D Preferred Units outstanding as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three months ended March 31, 2014, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,964,000 weighted average Class D Preferred Units because the contractual terms of the Class D Preferred Units as participating securities do not require the holders to share in the losses of the entity.
Schedule Of Weighted Average Number Of Units	'
		Three Months Ended
		March 31,
		2014		2013
	Weighted average number of common limited  partner units – basic	80,595		64,646
	Add effect of dilutive securities – phantom  units(1)	-		-
	Add effect of convertible preferred limited partner units(2)	-		-
	Weighted average common limited partner units – diluted	80,595		64,646
	-1	For the three months ended March 31, 2014 and 2013, approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three months ended March 31, 2014, approximately 13,964,000 weighted average Class D Preferred Units were excluded from the computation of diluted net income (loss) attributable to common limited partners as the impact of the conversion would have been anti-dilutive.

Acquisitions_Tables

Acquisitions (Tables) (TEAK Midstream LLC [Member])	3 Months Ended
	Mar. 31, 2014
TEAK Midstream LLC [Member]	'
Preliminary Values Assigned To Assets Acquired And Liabilities Assumed	'
	Cash	$	8,074
	Accounts receivable		11,055
	Prepaid expenses and other		1,626
	Property, plant and equipment		193,877
	Intangible assets		430,000
	Goodwill		190,683
	Equity method investment in joint ventures		183,801
	Total assets acquired		1,019,116
	Accounts payable and accrued liabilities		-35,296
	Other long term liabilities		-1,075
	Total liabilities acquired		-36,371
	Net assets acquired		982,745
	Less cash received		-8,074
	Net cash paid for acquisition	$	974,671

Equity_Method_Investments_Tabl

Equity Method Investments (Tables)	3 Months Ended
	Mar. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
Schedule of equity method investments in joint ventures	'
			March 31,			December 31,
			2014			2013
	WTLPG		$	85,517		$	85,790
	T2 LaSalle			58,731			50,534
	T2 Eagle Ford			110,091			97,437
	T2 EF Co-Gen			14,719			14,540
	Equity method investment in joint ventures		$	269,058		$	248,301
Schedule of earnings from equity method investments	'
		Three Months Ended
		March 31,
		2014			2013
	WTLPG	$	1,727		$	2,040
	T2 LaSalle		-1,113			-
	T2 Eagle Ford		-2,045			-
	T2 EF Co-Gen		-447			-
	Equity income (loss) in joint ventures	$	-1,878		$	2,040

Equity_Tables

Equity (Tables)	3 Months Ended
	Mar. 31, 2014
Equity	'
Schedule Of Distributions Made To Limited Partners And The General Partner	'
					Total Cash		Total Cash
			Cash		Distribution		Distribution
			Distribution		to Common		to the
		Date Cash	Per Common		Limited		General
	For Quarter	Distribution	Limited		Partners		Partner
	Ended	Paid	Partner Unit		(in thousands)		(in thousands)
	31-Mar-13	15-May-13		0.59		45,382		3,980
	30-Jun-13	14-Aug-13		0.62		48,165		5,875
	30-Sep-13	14-Nov-13		0.62		49,298		6,013
	31-Dec-13	14-Feb-14		0.62		49,969		6,095

Property_Plant_And_Equipment_T

Property, Plant And Equipment (Tables)	3 Months Ended
	Mar. 31, 2014
Property, Plant And Equipment	'
Property, Plant And Equipment	'
						Estimated
		March 31,		December 31,		Useful Lives
		2014		2013		in Years
	Pipelines, processing and compression facilities	$	3,022,701	$	2,885,303	2 – 40
	Rights of way		194,689		203,136	20 – 40
	Buildings		10,291		10,291	40
	Furniture and equipment		13,798		13,800	3 – 7
	Other		15,559		15,805	3 – 10
			3,257,038		3,128,335
	Less – accumulated depreciation		-431,725		-404,143
		$	2,825,313	$	2,724,192

Goodwill_And_Intangible_Assets1

Goodwill And Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2014
Goodwill and Intangible Assets	'
Schedule of Goodwill	'
		March 31,		December 31,
		2014		2013
	Carrying amount of goodwill by reporting unit:
	Barnett system	$	951	$	951
	SouthOK system		170,381		170,381
	SouthTX system		190,683		188,859
	WestOK system		8,381		8,381
		$	370,396	$	368,572
Schedule Of Intangible Assets	'
						Estimated
		March 31,		December 31,		Useful Lives
		2014		2013		In Years
	Gross carrying amount:
	Customer contracts	$	3,419	$	3,419	2–10
	Customer relationships		867,653		887,653	7–15
			871,072		891,072
	Accumulated amortization:
	Customer contracts		-904		-779
	Customer relationships		-215,384		-194,022
			-216,288		-194,801
	Net carrying amount:
	Customer contracts		2,515		2,640
	Customer relationships		652,269		693,631
	Net carrying amount	$	654,784	$	696,271

Other_Assets_Tables

Other Assets (Tables)	3 Months Ended
	Mar. 31, 2014
Other Assets	'
Schedule Of Other Assets	'
		March 31,		December 31,
		2014		2013
	Deferred finance costs, net of accumulated amortization of $23,890 and $22,034 at March 31, 2014 and December 31 2013, respectively	$	39,538	$	41,094
	Security deposits		5,817		5,367
		$	45,355	$	46,461

Income_Taxes_Tables

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2014
Income Taxes	'
Schedule Of Components Of Income Tax Expense (Benefit)	'
		Three Months Ended March 31,
		2014			2013
	Income tax benefit:
	Federal	$	-357		$	-8
	State		-41			-1
	Total income tax benefit	$	-398		$	-9
Schedule Of Deferred Tax Assets And Liabilities	'
			March 31,			December 31,
			2014			2013
	Deferred tax assets:
	Net operating loss tax carryforwards and alternative minimum tax credits		$	15,499		$	14,900
	Deferred tax liabilities:
	Excess of asset carrying value over tax basis			-48,391			-48,190
	Net deferred tax liabilities		$	-32,892		$	-33,290

Derivative_Instruments_Tables

Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2014
Derivative Instruments	'
Schedule of Derivative Assets at Fair Value	'
	Offsetting of Derivative Assets
		Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts of Assets Presented in the Consolidated Balance Sheets
	As of March 31, 2014:
	Long-term portion of derivative assets	$	5,336	$	-2,127		$	3,209
	Current portion of derivative liabilities		2,082		-2,082			-
	Total derivative assets, net	$	7,418	$	-4,209		$	3,209
	As of December 31, 2013:
	Current portion of derivative assets	$	1,310	$	-1,136		$	174
	Long-term portion of derivative assets		5,082		-2,812			2,270
	Current portion of derivative liabilities		1,612		-1,612			-
	Long-term portion of derivative liabilities		949		-949			-
	Total derivative assets, net	$	8,953	$	-6,509		$	2,444
Schedule of Derivative Liabilities at Fair Value	'
	Offsetting of Derivative Liabilities
		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets			Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
	As of March 31, 2014:
	Long-term portion of derivative assets	$	-2,127	$	2,127		$	-
	Current portion of derivative liabilities		-15,869		2,082			-13,787
	Total derivative liabilities, net	$	-17,996	$	4,209		$	-13,787
	As of December 31, 2013:
	Current portion of derivative assets	$	-1,136	$	1,136		$	-
	Long-term portion of derivative assets		-2,812		2,812			-
	Current portion of derivative liabilities		-12,856		1,612			-11,244
	Long-term portion of derivative liabilities		-1,269		949			-320
	Total derivative liabilities, net	$	-18,073	$	6,509		$	-11,564
Schedule of Derivative Instruments	'
	Production					Average Fixed Price			Fair Value(2) Asset/
	Period		Commodity	Volumes(1)		($/Volume)			(Liability)
	Sold fixed price swaps
	2014		Natural gas	12,690		$	4.03		$	-5,555
	2015		Natural gas	18,610			4.24			592
	2016		Natural gas	7,950			4.28			779
	2017		Natural gas	600			4.46			23
	2014		NGLs	60,354			1.20			-5,123
	2015		NGLs	41,076			1.08			-1,993
	2016		NGLs	6,300			1.03			-85
	2014		Crude oil	219			91.06			-1,672
	2015		Crude oil	60			85.13			-298
	Total fixed price swaps									-13,332
	Purchased put options
	2014		Natural gas	500			4.13			60
	2014		NGLs	6,930			0.96			135
	2015		NGLs	3,150			0.94			155
	2014		Crude oil	267			90.41			657
	2015		Crude oil	270			89.18			1,820
	Sold call options
	2014		NGLs	3,780			1.32			-27
	2015		NGLs	1,260			1.28			-46
	Total options									2,754
	Total derivatives								$	-10,578
	(1) NGL volumes are stated in gallons.  Crude oil volumes are stated in barrels.  Natural gas volumes are stated in MMBTUs.
	(2) See Note 11 for discussion on fair value methodology.
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance	'
		For the Three Months Ended
		March 31,
		2014		2013
	Derivatives not designated as hedges
	Gain (loss) recognized in derivative loss, net:
	Commodity contract - realized(1)	$	-9,835	$	1,636
	Commodity contract - unrealized(2)		1,164		-13,719
	Derivative loss, net	$	-8,671	$	-12,083
	(1) Realized gain (loss) represents the gain or loss incurred when the derivative contract expires and/or is cash settled.
	(2) Unrealized gain (loss) represents the mark-to-market gain or loss recognized on open derivative contracts, which have not yet settled.

Fair_Value_Of_Financial_Instru1

Fair Value Of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2014
Fair Value Of Financial Instruments	'
Schedule Of Fair Value, Derivative Assets And Liabilities	'
		Level 1			Level 2			Level 3			Total
	31-Mar-14
	Assets
	Commodity swaps	$	-		$	3,189		$	1,402		$	4,591
	Commodity options		-			2,537			290			2,827
	Total assets		-			5,726			1,692			7,418
	Liabilities
	Commodity swaps		-			-9,320			-8,603			-17,923
	Commodity options		-			-			-73			-73
	Total liabilities		-			-9,320			-8,676			-17,996
	Total derivatives	$	-		$	-3,594		$	-6,984		$	-10,578
	31-Dec-13
	Assets
	Commodity swaps	$	-		$	2,994		$	1,412		$	4,406
	Commodity options		-			4,337			210			4,547
	Total assets		-			7,331			1,622			8,953
	Liabilities
	Commodity swaps		-			-4,695			-13,378			-18,073
	Total liabilities		-			-4,695			-13,378			-18,073
	Total derivatives	$	-		$	2,636		$	-11,756		$	-9,120
Schedule Of Change In Fair Value Of Level 3 Derivative Instruments	'
		NGL Fixed Price Swaps					NGL Put Options					NGL Call Options			Total
		Gallons		Amount			Gallons		Amount			Gallons	Amount		Amount
	Balance – December 31, 2013	130,158		$	-11,966		6,300		$	210		-	$	-	$	-11,756
	New contracts(1)	-			-		5,040			200		5,040		-200		-
	Cash settlements from unrealized gain (loss)(2)(3)	-22,428			5,873		-1,260			137		-		-		6,010
	Net change in unrealized gain (loss)(2)	-			-1,108		-			-120		-		127		-1,101
	Deferred option premium recognition(3)	-			-		-			-137		-		-		-137
	Balance – March 31, 2014	107,730		$	-7,201		10,080		$	290		5,040	$	-73	$	-6,984
	________________________
	-1
	Swaps are entered into with no value on the date of trade.  Options include premiums paid, which are included in the value of the derivatives on the date of trade.
	-2
	Included within derivative gain (loss), net on the Partnership’s consolidated statements of operations.
	-3
	Includes option premium cost reclassified from unrealized gain (loss) to realized gain (loss) at time of option expiration.
Schedule Of Unobservable Inputs Used In Fair Value Measurement	'
		Gallons		Third Party Quotes(1)			Adjustments(2)			Total Amount
	As of March 31, 2014
	Propane swaps	83,538		$	-6,059		$	-		$	-6,059
	Isobutane swaps	5,040			-1,405			651			-754
	Normal butane swaps	5,040			483			192			675
	Natural gasoline swaps	14,112			-276			-787			-1,063
	Total NGL swaps – March 31, 2014	107,730		$	-7,257		$	56		$	-7,201
	As of December 31, 2013
	Propane swaps	100,296		$	-10,260		$	-		$	-10,260
	Isobutane swaps	6,300			-2,342			955			-1,387
	Normal butane swaps	7,560			40			322			362
	Natural gasoline swaps	16,002			132			-813			-681
	Total NGL swaps – December 31, 2013	130,158		$	-12,430		$	464		$	-11,966
	_______________________
	-1
	Based upon the difference between the quoted market price provided by the third party and the fixed price of the swap.
	-2
	Product and location basis differentials calculated through the use of a regression model, which compares the difference between the settlement prices for the products and locations quoted by the third party and the settlement prices for the actual products and locations underlying the derivatives, using a three year historical period.
Schedule Of Regression Coefficients Utilized In Unobservable Input Adjustments	'
		Level 3 NGL Swap Fair			Adjustment based upon Regression Coefficient
		Value Adjustments			Lower 95%		Upper 95%		Average
	As of March 31, 2014:
	Isobutane	$	651		1.1168		1.1271		1.1219
	Normal butane		192		1.0341		1.0382		1.0361
	Natural gasoline		-787		0.9685		0.9716		0.9701
	Total Level 3 adjustments – March 31, 2014	$	56
	As of December 31, 2013:
	Isobutane	$	955		1.1184		1.1284		1.1234
	Normal butane		322		1.0341		1.0386		1.0364
	Natural gasoline		-813		0.9727		0.9751		0.9739
	Total Level 3 adjustments – December 31, 2013	$	464
Schedule Of Change In Fair Value Of NGL Linefill	'
		Linefill Valued at Market					Linefill Valued on FIFO					Total NGL Linefill
		Gallons		Amount			Gallons		Amount			Gallons	Amount
	Balance – December 31, 2013	5,788		$	4,739		11,538		$	9,778		17,326	$	14,517
	Deliveries into NGL linefill	1,050			1,013		25,600			16,875		26,650		17,888
	NGL linefill sales	-			-		-20,622			-10,847		-20,622		-10,847
	Net change in NGL linefill valuation(1)	-			143		-			-		-		143
	Balance – March 31, 2014	6,838		$	5,895		16,516		$	15,806		23,354	$	21,701
	_______________________
	(1) Included within natural gas and liquids sales on the Partnership’s consolidated statements of operations.

Accrued_liabilities_Tables

Accrued liabilities (Tables)	3 Months Ended
	Mar. 31, 2014
Accrued Liabilities	'
Schedule Of Accrued Liabilities	'
		March 31,		December 31,
		2014		2013
	Accrued capital expenditures	$	10,295	$	17,898
	Acquisition-related liabilities		8,914		8,933
	Accrued ad valorem and production taxes		8,795		3,551
	Other		14,455		17,067
		$	42,459	$	47,449

Debt_Tables

Debt (Tables)	3 Months Ended
	Mar. 31, 2014
Debt	'
Schedule of Total Debt	'
		March 31,		December 31,
		2014		2013
	Revolving credit facility	$	150,000	$	152,000
	6.625% Senior notes – due 2020		504,387		504,556
	5.875% Senior notes – due 2023		650,000		650,000
	4.750% Senior notes – due 2021		400,000		400,000
	Capital lease obligations		556		754
	Total debt		1,704,943		1,707,310
	Less current maturities		-394		-524
	Total long term debt	$	1,704,549	$	1,706,786
Schedule of Capital Leased Assets	'
		March 31,		December 31,
		2014		2013
	Pipelines, processing and compression facilities	$	1,142	$	2,281
	Less – accumulated depreciation		-144		-330
		$	998	$	1,951

Benefit_Plans_Tables

Benefit Plans (Tables)	3 Months Ended
	Mar. 31, 2014
Benefit Plans	'
Schedule of Phantom Unit Activity	'
		Three Months Ended 31,
		2014			2013
		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)
	Outstanding, beginning of period	1,446,553	$	36.32	1,053,242	$	33.21
	Granted	234,701		31.03	6,804		33.06
	Forfeited	-2,200		39.51	-		-
	Matured and issued(2)(3)	-14,412		34.03	-2,963		28.94
	Outstanding, end of period(4)	1,664,642	$	35.59	1,057,083	$	33.22
	Non-cash compensation expense recognized (in thousands)		$	6,439		$	4,384
	__________________________________
	-1
	Fair value based upon weighted average grant date price.
	-2
	The intrinsic values for phantom unit awards exercised during the three months ended March 31, 2014 and 2013 were $0.5 million and $0.1 million, respectively.
	-3
	The aggregate intrinsic value for phantom unit awards outstanding at March 31, 2014 and December 31, 2013 was $53.5 million and $50.7 million, respectively.
	-4
	There were 25,228 and 22,539 outstanding phantom unit awards at March 31, 2014 and December 31, 2013, respectively, which were classified as liabilities due to a cash option available on the related phantom unit awards.

Segment_Information_Tables

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2014
Segment Information	'
Schedule of Segment Reporting Information, by Segment	'
		Gathering and Processing		Transportation and Treating		Corporate  and Other		Consolidated
	Three Months Ended March 31, 2014:
	Revenue:
	Revenues – third party(1)	$	707,774	$	1,201	$	-9,026	$	699,949
	Revenues – affiliates		55		-		-		55
	Total revenues		707,829		1,201		-9,026		700,004
	Costs and Expenses:
	Operating costs and expenses		600,227		369		-		600,596
	General and administrative(1)		-		-		17,940		17,940
	Other costs		-		-		37		37
	Depreciation and amortization		48,227		760		252		49,239
	Interest expense(1)		-		-		23,663		23,663
	Total costs and expenses		648,454		1,129		41,892		691,475
	Equity income (loss) in joint ventures		-3,605		1,727		-		-1,878
	Income (loss) before tax		55,770		1,799		-50,918		6,651
	Income tax benefit		-398		-		-		-398
	Net income (loss)	$	56,168	$	1,799	$	-50,918	$	7,049
		Gathering and Processing		Transportation and Treating		Corporate  and Other		Consolidated
	Three Months Ended March 31, 2013:
	Revenue:
	Revenues – third party(1)	$	418,607	$	1,433	$	-12,199	$	407,841
	Revenues – affiliates		71		-		-		71
	Total revenues		418,678		1,433		-12,199		407,912
	Costs and Expenses:
	Operating costs and expenses		347,055		344		-		347,399
	General and administrative(1)		-		-		13,798		13,798
	Other costs		-		-		530		530
	Depreciation and amortization		29,971		268		219		30,458
	Interest expense(1)		-		-		18,686		18,686
	Total costs and expenses		377,026		612		33,233		410,871
	Equity income in joint ventures		-		2,040		-		2,040
	Loss on early extinguishment of debt		-		-		-26,582		-26,582
	Income (loss) before tax		41,652		2,861		-72,014		-27,501
	Income tax benefit		-9		-		-		-9
	Net income (loss)	$	41,661	$	2,861	$	-72,014	$	-27,492
	___________________________________
	(1)  Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to its reportable segments as it would be unfeasible to reasonably do so for the periods presented.
		Three Months Ended March 31,
	Capital Expenditures:	2014		2013
	Gathering and processing	$	127,915	$	108,393
	Transportation and treating		-		123
	Corporate and other		416		-
		$	128,331	$	108,516
		March 31,		December 31,
	Balance Sheet	2014		2013
	Equity method investment in joint ventures:
	Gathering and processing	$	183,541	$	162,511
	Transportation and treating		85,517		85,790
		$	269,058	$	248,301
	Goodwill:
	Gathering and processing	$	370,396	$	368,572
	Total assets:
	Gathering and processing	$	4,266,976	$	4,146,314
	Transportation and treating		130,932		132,152
	Corporate and other		49,050		49,379
		$	4,446,958	$	4,327,845
Schedule Of Natural Gas And Liquids Sales, by Products	'
		Three Months Ended March 31,
		2014		2013
	Natural gas and liquids sales:
	Natural gas	$	271,052	$	141,484
	NGLs		360,754		217,831
	Condensate		31,181		24,565
	Other		143		-32
	Total	$	663,130	$	383,848

Supplemental_Condensed_Consoli1

Supplemental Condensed Consolidating Financial Information (Tables)	3 Months Ended
	Mar. 31, 2014
Supplemental Condensed Consolidating Financial Information Abstract	'
Schedule Of Condensed Consolidating Balance Sheets	'
	Balance Sheets			Guarantor		Non-Guarantor		Consolidating
	31-Mar-14	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Assets
	Cash and cash equivalents	$	-	$	168	$	9,588	$	-	$	9,756
	Accounts receivable − affiliates		-		95,903		-		-95,903		-
	Other current assets		204		44,469		225,365		-951		269,087
	Total current assets		204		140,540		234,953		-96,854		278,843
	Property, plant and equipment, net		-		760,038		2,065,275		-		2,825,313
	Intangible assets, net		-		568,491		86,293		-		654,784
	Goodwill		-		325,502		44,894		-		370,396
	Equity method investment in joint ventures		-		-		269,058		-		269,058
	Long term portion of derivative assets		-		3,209		-		-		3,209
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		3,962,561		996,504		-		-4,959,065		-
	Other assets, net		39,538		1,787		4,030		-		45,355
	Total assets	$	4,002,303	$	2,796,071	$	4,557,431	$	-6,908,847	$	4,446,958
	Liabilities and Equity
	Accounts payable – affiliates	$	26,732	$	-	$	76,260	$	-95,903	$	7,089
	Other current liabilities		14,084		83,182		252,574		-		349,840
	Total current liabilities		40,816		83,182		328,834		-95,903		356,929
	Long-term debt, less current portion		1,704,387		162		-		-		1,704,549
	Deferred income taxes, net		-		32,892		-		-		32,892
	Other long-term liability		144		1,033		6,000		-		7,177
	Equity		2,256,956		2,678,802		4,222,597		-6,812,944		2,345,411
	Total liabilities and equity	$	4,002,303	$	2,796,071	$	4,557,431	$	-6,908,847	$	4,446,958
	31-Dec-13			Guarantor		Non-Guarantor		Consolidating
	Assets	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Cash and cash equivalents	$	-	$	168	$	4,746	$	-	$	4,914
	Accounts receivable − affiliates		765,236		-		-		-765,236		-
	Other current assets		215		52,910		185,975		-2,236		236,864
	Total current assets		765,451		53,078		190,721		-767,472		241,778
	Property, plant and equipment, net		-		723,302		2,000,890		-		2,724,192
	Intangible assets, net		-		603,533		92,738		-		696,271
	Goodwill		-		323,678		44,894		-		368,572
	Equity method investment in joint venture		-		-		248,301		-		248,301
	Long term portion of derivative assets		-		2,270		-		-		2,270
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		3,186,938		1,487,358		-		-4,674,296		-
	Other assets, net		41,094		1,787		3,580		-		46,461
	Total assets	$	3,993,483	$	3,195,006	$	4,434,052	$	-7,294,696	$	4,327,845
	Liabilities and Equity
	Accounts payable – affiliates	$	-	$	423,078	$	345,070	$	-765,236	$	2,912
	Other current liabilities		26,819		75,031		215,464		-		317,314
	Total current liabilities		26,819		498,109		560,534		-765,236		320,226
	Long-term portion of derivative liabilities		-		320		-		-		320
	Long-term debt, less current portion		1,706,556		230		-		-		1,706,786
	Deferred income taxes, net		-		33,290		-		-		33,290
	Other long-term liability		203		1,115		6,000		-		7,318
	Equity		2,259,905		2,661,942		3,867,518		-6,529,460		2,259,905
	Total liabilities and equity	$	3,993,483	$	3,195,006	$	4,434,052	$	-7,294,696	$	4,327,845
Schedule Of Condensed Consolidating Statements of Operations and Comprehensive Income	'
	Statements of Operations			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Three Months Ended March 31, 2014
	Total revenues	$	-	$	146,836	$	556,538	$	-3,370	$	700,004
	Total costs and expenses		-23,805		-171,864		-499,176		3,370		-691,475
	Equity income (loss)		28,392		53,021		-1,878		-81,413		-1,878
	Income (loss), before tax		4,587		27,993		55,484		-81,413		6,651
	Income tax benefit		-		-398		-		-		-398
	Net income (loss)		4,587		28,391		55,484		-81,413		7,049
	Income attributable to non-controlling interest		-		-		-2,462		-		-2,462
	Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
	Preferred unit dividends in kind		-9,719		-		-		-		-9,719
	Preferred unit dividends		-406		-		-		-		-406
	Net income (loss) attributable to common limited partners and the General Partner	$	-16,916	$	28,391	$	53,022	$	-81,413	$	-16,916
	Three Months Ended March 31, 2013
	Total revenues	$	-	$	91,841	$	335,372	$	-19,301	$	407,912
	Total costs and expenses		-18,596		-114,227		-297,349		19,301		-410,871
	Equity income (loss)		16,317		38,695		-		-52,972		2,040
	Loss on early extinguishment of debt		-26,582		-		-		-		-26,582
	Income (loss), before tax		-28,861		16,309		38,023		-52,972		-27,501
	Income tax benefit		-		-9		-		-		-9
	Net income (loss)		-28,861		16,318		38,023		-52,972		-27,492
	Income attributable to non-controlling interest		-		-		-1,369		-		-1,369
	Net income (loss) attributable to common limited partners and the General Partner	$	-28,861	$	16,318	$	36,654	$	-52,972	$	-28,861
Schedule Of Condensed Consolidating Statements of Cash Flows	'
	Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Three Months Ended March 31, 2014
	Net cash provided by (used in):
	Operating activities	$	92,913	$	66,817	$	77,780	$	-171,342	$	66,168
	Investing activities		-162,469		-149,327		-103,658		284,770		-130,684
	Financing  activities		69,556		82,510		30,720		-113,428		69,358
	Net change in cash and cash equivalents		-		-		4,842		-		4,842
	Cash and cash equivalents, beginning of period		-		168		4,746		-		4,914
	Cash and cash equivalents, end of period	$	-	$	168	$	9,588	$	-	$	9,756
	Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Three Months Ended March 31, 2013
	Net cash provided by (used in):
	Operating activities	$	-58,592	$	33,933	$	62,426	$	3,489	$	41,256
	Investing activities		-21,541		-2,534		-105,856		21,541		-108,390
	Financing  activities		80,133		-31,399		48,293		-25,030		71,997
	Net change in cash and cash equivalents		-		-		4,863		-		4,863
	Cash and cash equivalents, beginning of period		-		157		3,241		-		3,398
	Cash and cash equivalents, end of period	$	-	$	157	$	8,104	$	-	$	8,261

Basis_Of_Presentation_Details

Basis Of Presentation (Details)	3 Months Ended						3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
		Common Limited Partners [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]	Class D convertible preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]
				General Partner [Member]	Atlas Energy, L.P.[Member]
General Partner, ownership interest	2.00%	'	'	'	'	'	'
Limited partners, ownership interest	98.00%	'	'	'	'	'	'
Partners' capital account, units	'	80,597,981	80,585,148	1,641,026	4,113,227	14,098,654	5,060,000
Preferred unit distribution rate	'	'	'	'	'	'	8.25%

Summary_Of_Significant_Account3

Summary Of Significant Accounting Policies (Narrative-Ownership) (Details)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies	'
General Partner, ownership interest	2.00%

Summary_Of_Significant_Account4

Summary Of Significant Accounting Policies (Narrative-Other) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Millions, unless otherwise specified
Summary Of Significant Accounting Policies	'	'
Book overdrafts	$17.60	$28.80
Unbilled receivables, not billed at balance sheet date	$182.40	$134.90

Summary_Of_Significant_Account5

Summary Of Significant Accounting Policies (Schedule Of Net Income (Loss) Allocated To General Partner And Common Limited Partners) (Details) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013
Net income (loss)	$7,049		($27,492)
Income attributable to non-controlling interests	-2,462		-1,369
Preferred unit imputed dividend effect	-11,378		0
Preferred unit dividends in kind	-9,719		0
Preferred unit dividends	-406		0
Net loss attributable to common limited partners and the General Partner	-16,916		-28,861
General Partner [Member]	'		'
Net income (loss)	4,528		'
Net loss attributable to common limited partners and the General Partner	4,528		2,345
General Partner's cash incentive distributions paid	4,968		2,986
General Partner's ownership interest	-440		-641
Common Limited Partners [Member]	'		'
Net income (loss)	-21,444		'
Net loss attributable to common limited partners and the General Partner	-21,444		-31,206
Net loss utilized in the calculation of net income from continuing operations attributable to common limited partners per unit	-21,444		-31,206
Common Limited Partners [Member] | Phantom Unit Awards [Member]	'		'
Net income attributable to participating securities	0	[1]	0	[1]
Antidilutive securities excluded from computation of earnings per unit	1,543,000		1,055,000
Common Limited Partners [Member] | Class D Preferred Units [Member]	'		'
Net income attributable to participating securities	$0	[2]	$0	[2]
Antidilutive securities excluded from computation of earnings per unit	13,964,000		'
[1]	Net loss attributable to common limited partnersb ownership interest is allocated to the phantom units on a pro-rata basis (weighted average phantom units outstanding as a percentage of the sum of the weighted average phantom units and common limited partner units outstanding). For the three months ended March 31, 2014 and 2013, net loss attributable to common limited partnersb ownership interest is not allocated to approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity.
[2]	Net loss attributable to common limited partnersb ownership interest is allocated to the Class D Preferred Units on a pro-rata basis (weighted average Class D Preferred Units outstanding as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding). For the three months ended March 31, 2014, net loss attributable to common limited partnersb ownership interest is not allocated to approximately 13,964,000 weighted average Class D Preferred Units because the contractual terms of the Class D Preferred Units as participating securities do not require the holders to share in the losses of the entity.

Summary_Of_Significant_Account6

Summary Of Significant Accounting Policies (Schedule Of Weighted Average Number Of Units) (Details) (Common Limited Partners [Member])	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Weighted average common limited partner units (basic)	80,595,000		64,646,000
Add effect of participating securities, phantom units	0	[1]	0	[1]
Add effect of participating securities, convertible preferred units	0	[2]	0	[2]
Weighted average common limited partner units (diluted)	80,595,000		64,646,000
Phantom Unit Awards [Member]	'		'
Antidilutive securities excluded from computation of earnings per unit	1,543,000		1,055,000
Class D Preferred Units [Member]	'		'
Antidilutive securities excluded from computation of earnings per unit	13,964,000		'
[1]	For the three months ended March 31, 2014 and 2013, approximately 1,543,000 weighted average phantom units and 1,055,000 weighted average phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
[2]	For the three months ended March 31, 2014, approximately 13,964,000 weighted average Class D Preferred Units were excluded from the computation of diluted net income (loss) attributable to common limited partners as the impact of the conversion would have been anti-dilutive.

Acquisitions_Narrative_Details

Acquisitions (Narrative) (Details) (USD $)	1 Months Ended	0 Months Ended
In Millions, unless otherwise specified	Jan. 31, 2013	7-May-13	7-May-13	7-May-13	7-May-13
		TEAK Midstream LLC [Member]	T2 LaSalle (Member)	T2 Eagle Ford (Member)	T2 EF Co Gen (Member)
Percentage of voting interests acquired	'	100.00%	'	'	'
Acquisitions	$6	$974.70	'	'	'
Equity method investment, ownership percentage	'	'	75.00%	50.00%	50.00%
Closing date of business combination	'	7-May-13	'	'	'

Acquisitions_Preliminary_Value

Acquisitions (Preliminary Values Assigned To Assets Acquired And Liabilities Assumed) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	7-May-13
In Thousands, unless otherwise specified			TEAK Midstream LLC [Member]
Cash	'	'	$8,074
Accounts receivable	'	'	11,055
Prepaid expenses and other	'	'	1,626
Property, plant and equipment	'	'	193,877
Intangible assets	'	'	430,000
Goodwill	370,396	368,572	190,683
Equity method investment in joint ventures	'	'	183,801
Total assets acquired	'	'	1,019,116
Accounts payable and accrued liabilities	'	'	-35,296
Other long term liabilities	'	'	-1,075
Total liabilities acquired	'	'	-36,371
Net assets acquired	'	'	982,745
Less cash received	'	'	-8,074
Net cash paid for acquisition	'	'	$974,671

Equity_Method_Investments_Narr

Equity Method Investments (Narrative) (Details) (USD $)	Mar. 31, 2014	7-May-13	7-May-13	7-May-13	5-May-14
In Millions, unless otherwise specified	West Texas LPG Pipeline Limited Partnership [Member]	T2 LaSalle (Member)	T2 Eagle Ford (Member)	T2 EF Co Gen (Member)	Subsequent Event [Member]
					West Texas LPG Pipeline Limited Partnership [Member]
Equity method investment, ownership percentage	20.00%	75.00%	50.00%	50.00%	'
Controlling interest ownership percentage by controlling owners	80.00%	'	'	'	'
Agreed upon sales price of investment	'	'	'	'	$135

Equity_Method_Investments_Sche

Equity Method Investments (Schedule Of Equity Method Investment In Joint Ventures) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Equity method investment in joint ventures	$269,058	$248,301
West Texas LPG Pipeline Limited Partnership [Member]	'	'
Equity method investment in joint ventures	85,517	85,790
T2 LaSalle (Member)	'	'
Equity method investment in joint ventures	58,731	50,534
T2 Eagle Ford (Member)	'	'
Equity method investment in joint ventures	110,091	97,437
T2 EF Co Gen (Member)	'	'
Equity method investment in joint ventures	$14,719	$14,540

Equity_Method_Investments_Sche1

Equity Method Investments (Schedule Of Earnings From Equity Method Investments) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Equity income (loss) in joint ventures	($1,878)	$2,040
West Texas LPG Pipeline Limited Partnership [Member]	'	'
Equity income (loss) in joint ventures	1,727	2,040
T2 LaSalle (Member)	'	'
Equity income (loss) in joint ventures	-1,113	0
T2 Eagle Ford (Member)	'	'
Equity income (loss) in joint ventures	-2,045	0
T2 EF Co Gen (Member)	'	'
Equity income (loss) in joint ventures	($447)	$0

Equity_Narrative_Common_Units_

Equity (Narrative) (Common Units) (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Equity	'	'	'
Issuance of units in public offering, units	'	447,785	'
Equity Distribution Agreement Maximum Aggregate Value Of Common Units	'	'	$150,000,000
Net proceeds from issuance of common limited partner units	'	14,100,000	'
General Partners' capital contributions	0	302,000	'
Commissions paid	'	$300,000	'
General Partner, ownership interest	2.00%	'	'

Equity_Tables_Details

Equity (Tables) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013
Number of days after quarter end to distribute available cash	'45 days	'	'	'	'
Common Limited Partners [Member]	'	'	'	'	'
Date of distribution	'	14-Feb-14	14-Nov-13	14-Aug-13	15-May-13
Cash distribution declared per unit	'	$0.62	$0.62	$0.62	$0.59
Cash distribution declared	'	$49,969,000	$49,298,000	$48,165,000	$45,382,000
General Partner [Member]	'	'	'	'	'
Incentive distribution percentage range	'15% and 50%	'	'	'	'
Incentive distributions General Partner may allocate back to the Partnership	3,750,000	'	'	'	'
Incentive distribution target amount per quarter required for allocation to the Partnership	7,000,000	'	'	'	'
Cash distribution declared	'	6,095,000	6,013,000	5,875,000	3,980,000
Subsequent Event [Member]	'	'	'	'	'
Total cash distribution	56,100,000	'	'	'	'
Subsequent Event [Member] | Common Limited Partners [Member]	'	'	'	'	'
Date of distribution	15-May-14	'	'	'	'
Cash distribution declared per unit	$0.62	'	'	'	'
Date of declaration	22-Apr-14	'	'	'	'
Date of record	8-May-14	'	'	'	'
Subsequent Event [Member] | General Partner [Member]	'	'	'	'	'
Cash distribution declared	$6,100,000	'	'	'	'

Equity_Narrative_Preferred_Uni

Equity (Narrative) (Preferred Units) (Details) (USD $)	3 Months Ended		0 Months Ended		3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Jul. 15, 2014	Mar. 17, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
			Class E preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Preferred Class D [Member]	Subsequent Event [Member]
							Preferred Class D [Member]
Preferred unit value per share	'	'	'	$25	'	'	'
Preferred unit dividends	$406,000	$0	'	'	'	'	'
Net proceeds from issuance of preferred limited partner units	'	'	'	'	122,400,000	'	'
Preferred unit imputed dividend effect	-11,378,000	0	'	'	'	'	'
Preferred unit discount	'	'	'	'	'	50,200,000	'
Preferred unit dividends in kind	-9,719,000	0	'	'	'	'	'
Cash distribution declared per unit	'	'	'	'	'	'	$0.62
Distributions paid in kind units	'	'	'	'	'	274,785	317,000
Date of declaration	'	'	'	'	'	'	22-Apr-14
Date of distribution	'	'	'	'	'	'	15-May-14
Date of record	'	'	'	'	'	'	8-May-14
Issuance of units, units	'	'	'	5,060,000	5,060,000	'	'
Preferred unit distribution rate	'	'	'	'	8.25%	'	'
Preferred unit distribution payment terms	'	'	'	'	'The Partnership will make cumulative cash distributions on the Class E Preferred Units from the date of original issue. The cash distributions will be payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, when, and if, declared by the board of directors.	'	'
Preferred unit distribution amount, per unit	'	'	'	'	$0.52	'	'
Preferred unit initial distribution, per unit	'	'	$0.68	'	'	'	'
Preferred unit initial distribution, amount	'	'	$3,400,000	'	'	'	'
Preferred unit redemption price	'	'	'	'	$25	'	'

Property_Plant_And_Equipment_N

Property, Plant And Equipment (Narrative) (Details) (USD $)	3 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Property, Plant And Equipment	'	'
Weighted Average Interest Rate Used to Calculate Capitalized Interest	5.50%	6.10%
Interest Costs, Capitalized During Period	$2.80	$2.50

Property_Plant_And_Equipment_P

Property, Plant And Equipment (Property, Plant And Equipment) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property, plant and equipment, gross	$3,257,038,000	'	$3,128,335,000
Less - accumulated depreciation	-431,725,000	'	-404,143,000
Property, plant and equipment, net	2,825,313,000	'	2,724,192,000
Depreciation expense	27,800,000	22,300,000	'
Pipelines Processing And Compression Facilities [Member]	'	'	'
Property, plant and equipment, gross	3,022,701,000	'	2,885,303,000
Rights Of Way [Member]	'	'	'
Property, plant and equipment, gross	194,689,000	'	203,136,000
Buildings [Member]	'	'	'
Property, plant and equipment, gross	10,291,000	'	10,291,000
Furniture And Equipment [Member]	'	'	'
Property, plant and equipment, gross	13,798,000	'	13,800,000
Other Capitalized Property Plant and Equipment [Member]	'	'	'
Property, plant and equipment, gross	$15,559,000	'	$15,805,000
Minimum [Member] | Pipelines Processing And Compression Facilities [Member]	'	'	'
Estimated useful lives	'2 years	'	'
Minimum [Member] | Rights Of Way [Member]	'	'	'
Estimated useful lives	'20 years	'	'
Minimum [Member] | Buildings [Member]	'	'	'
Estimated useful lives	'40 years	'	'
Minimum [Member] | Furniture And Equipment [Member]	'	'	'
Estimated useful lives	'3 years	'	'
Minimum [Member] | Other Capitalized Property Plant and Equipment [Member]	'	'	'
Estimated useful lives	'3 years	'	'
Maximum [Member] | Pipelines Processing And Compression Facilities [Member]	'	'	'
Estimated useful lives	'40 years	'	'
Maximum [Member] | Rights Of Way [Member]	'	'	'
Estimated useful lives	'40 years	'	'
Maximum [Member] | Buildings [Member]	'	'	'
Estimated useful lives	'40 years	'	'
Maximum [Member] | Furniture And Equipment [Member]	'	'	'
Estimated useful lives	'7 years	'	'
Maximum [Member] | Other Capitalized Property Plant and Equipment [Member]	'	'	'
Estimated useful lives	'10 years	'	'

Goodwill_And_Intangible_Assets2

Goodwill And Intangible Assets (Narrative) (Details) (USD $)	3 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Finite-lived intangible assets, amortization expense	$21.50	$8.10
Future amortization expense, 2014	58.5	'
Future amortization expense, 2015	74	'
Future amortization expense, 2016	74	'
Future amortization expense, 2017	68	'
Future amortization expense, 2018	$59.50	'
Customer Contracts [Member]	'	'
Acquired finite-lived intangible assets, weighted average useful life	'9 years 6 months	'
Customer Relationships [Member]	'	'
Acquired finite-lived intangible assets, weighted average useful life	'11 years 6 months	'

Goodwill_And_Intangible_Assets3

Goodwill And Intangible Assets (Schedule Of Goodwill) (Details) (USD $)

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

7-May-13

Barnett system [Member]

Barnett system [Member]

SouthOK system [Member]

SouthOK system [Member]

SouthTX system [Member]

SouthTX system [Member]

WestOK system [Member]

WestOK system [Member]

TEAK Midstream LLC [Member]

TEAK Midstream LLC [Member]

Goodwill

$370,396,000

$368,572,000

$951,000

$951,000

$170,381,000

$170,381,000

$190,683,000

$188,859,000

$8,381,000

$8,381,000

'

$190,683,000

Purchase accounting adjustments to goodwill

'

'

'

'

'

'

'

'

'

'

$1,800,000

'

Goodwill_And_Intangible_Assets4

Goodwill And Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
In Thousands, unless otherwise specified			Customer Contracts [Member]	Customer Contracts [Member]	Customer Relationships [Member]	Customer Relationships [Member]	Minimum [Member]	Minimum [Member]	Maximum [Member]	Maximum [Member]
							Customer Contracts [Member]	Customer Relationships [Member]	Customer Contracts [Member]	Customer Relationships [Member]
Gross carrying amount	$871,072	$891,072	$3,419	$3,419	$867,653	$887,653	'	'	'	'
Accumulated amortization	-216,288	-194,801	-904	-779	-215,384	-194,022	'	'	'	'
Net carrying amount	$654,784	$696,271	$2,515	$2,640	$652,269	$693,631	'	'	'	'
Finite-lived intangible asset, useful life	'	'	'	'	'	'	'2 years	'7 years	'10 years	'15 years

Other_Assets_Details

Other Assets (Details) (USD $)	3 Months Ended			0 Months Ended	1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 12, 2013	Feb. 28, 2013	Mar. 31, 2013
				8.750% Senior notes - due 2018 [Member]	8.750% Senior notes - due 2018 [Member]	8.750% Senior notes - due 2018 [Member]
Deferred finance costs, noncurrent, net	$39,538,000	'	$41,094,000	'	'	'
Security deposits	5,817,000	'	5,367,000	'	'	'
Other assets, noncurrent, total	45,355,000	'	46,461,000	'	'	'
Accumulated amortization of deferred finance costs	23,890,000	'	22,034,000	'	'	'
Payments of deferred financing costs	300,000	13,000,000	'	'	'	'
Write off of deferred finance costs	0	5,300,000	'	'	'	'
Amortization of deferred finance costs	1,856,000	1,544,000	'	'	'	'
Extinguishment of debt	'	'	'	$97,300,000	$268,400,000	$365,800,000
Senior notes, interest rate	'	'	'	'	'	8.75%

Income_Taxes_Tables_Details

Income Taxes (Tables) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Deferred expense (benefit):	'	'	'
Federal	($357,000)	($8,000)	'
State	-41,000	-1,000	'
Total income tax expense (benefit)	-398,000	-9,000	'
Deferred tax assets:	'	'	'
Net operating loss carryforwards and alternative minimum tax credits	15,499,000	'	14,900,000
Deferred tax liabilities:	'	'	'
Excess of asset carrying value over tax basis	-48,391,000	'	-48,190,000
Net deferred tax liabilities	-32,892,000	'	-33,290,000
Net operating loss carryforwards subject to expiration	$40,100,000	'	'
Minimum [Member]	'	'	'
Deferred tax liabilities:	'	'	'
Net operating loss carryforward expiration dates	1-Jan-29	'	'
Maximum [Member]	'	'	'
Deferred tax liabilities:	'	'	'
Net operating loss carryforward expiration dates	31-Dec-34	'	'

Derivative_Instruments_Schedul

Derivative Instruments (Schedule Of Derivative Assets At Fair Value) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Offsetting of Derivative Assets	'	'
Derivative assets, gross	$7,418	$8,953
Offsetting derivative liabilities, gross	-4,209	-6,509
Total derivative assets, net	3,209	2,444
Current Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	'	1,310
Offsetting derivative liabilities, gross	'	-1,136
Total derivative assets, net	'	174
Long-Term Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	5,336	5,082
Offsetting derivative liabilities, gross	-2,127	-2,812
Total derivative assets, net	3,209	2,270
Current Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	2,082	1,612
Offsetting derivative liabilities, gross	-2,082	-1,612
Total derivative assets, net	0	0
Long-Term Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	'	949
Offsetting derivative liabilities, gross	'	-949
Total derivative assets, net	'	$0

Derivative_Instruments_Schedul1

Derivative Instruments (Schedule Of Derivative Liabilities At Fair Value) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	($17,996)	($18,073)
Offsetting derivative assets, gross	4,209	6,509
Total derivative liabilities, net	-13,787	-11,564
Current Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	'	-1,136
Offsetting derivative assets, gross	'	1,136
Total derivative liabilities, net	'	0
Long-Term Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	-2,127	-2,812
Offsetting derivative assets, gross	2,127	2,812
Total derivative liabilities, net	0	0
Current Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	-15,869	-12,856
Offsetting derivative assets, gross	2,082	1,612
Total derivative liabilities, net	-13,787	-11,244
Long-Term Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	'	-1,269
Offsetting derivative assets, gross	'	949
Total derivative liabilities, net	'	($320)

Derivative_Instruments_Schedul2

Derivative Instruments (Schedule Of Derivative Instruments) (Details) (USD $)	Mar. 31, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified
Derivative, fair value asset (liability)	($10,578)		($9,120)
Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-13,332		'
Sold Commodity Swap | Natural Gas | Production Period 2014	'		'
Volumes	12,690,000	[1]	'
Swap average fixed price	4.03		'
Derivative, fair value asset (liability)	-5,555	[2]	'
Sold Commodity Swap | Natural Gas | Production Period 2015	'		'
Volumes	18,610,000	[1]	'
Swap average fixed price	4.24		'
Derivative, fair value asset (liability)	592	[2]	'
Sold Commodity Swap | Natural Gas | Production Period 2016	'		'
Volumes	7,950,000	[1]	'
Swap average fixed price	4.28		'
Derivative, fair value asset (liability)	779	[2]	'
Sold Commodity Swap | Natural Gas | Production Period 2017	'		'
Volumes	600,000	[1]	'
Swap average fixed price	4.46		'
Derivative, fair value asset (liability)	23	[2]	'
Sold Commodity Swap | Natural Gas Liquids | Production Period 2014	'		'
Volumes	60,354,000	[1]	'
Swap average fixed price	1.2		'
Derivative, fair value asset (liability)	-5,123	[2]	'
Sold Commodity Swap | Natural Gas Liquids | Production Period 2015	'		'
Volumes	41,076,000	[1]	'
Swap average fixed price	1.08		'
Derivative, fair value asset (liability)	-1,993	[2]	'
Sold Commodity Swap | Natural Gas Liquids | Production Period 2016	'		'
Volumes	6,300,000	[1]	'
Swap average fixed price	1.03		'
Derivative, fair value asset (liability)	-85	[2]	'
Sold Commodity Swap | Crude Oil | Production Period 2014	'		'
Volumes	219,000	[1]	'
Swap average fixed price	91.06		'
Derivative, fair value asset (liability)	-1,672	[2]	'
Sold Commodity Swap | Crude Oil | Production Period 2015	'		'
Volumes	60,000	[1]	'
Swap average fixed price	85.13		'
Derivative, fair value asset (liability)	-298	[2]	'
Commodity Options [Member]	'		'
Derivative, fair value asset (liability)	2,754		'
Purchased Put Options [Member] | Natural Gas | Production Period 2014	'		'
Volumes	500,000	[1]	'
Option average strike price	4.13		'
Derivative, fair value asset (liability)	60	[2]	'
Purchased Put Options [Member] | Natural Gas Liquids | Production Period 2014	'		'
Volumes	6,930,000	[1]	'
Option average strike price	0.96		'
Derivative, fair value asset (liability)	135	[2]	'
Purchased Put Options [Member] | Natural Gas Liquids | Production Period 2015	'		'
Volumes	3,150,000	[1]	'
Option average strike price	0.94		'
Derivative, fair value asset (liability)	155	[2]	'
Purchased Put Options [Member] | Crude Oil | Production Period 2014	'		'
Volumes	267,000	[1]	'
Option average strike price	90.41		'
Derivative, fair value asset (liability)	657	[2]	'
Purchased Put Options [Member] | Crude Oil | Production Period 2015	'		'
Volumes	270,000	[1]	'
Option average strike price	89.18		'
Derivative, fair value asset (liability)	1,820	[2]	'
Sold Call Options [Member] | Natural Gas Liquids | Production Period 2014	'		'
Volumes	3,780,000	[1]	'
Option average strike price	1.32		'
Derivative, fair value asset (liability)	-27	[2]	'
Sold Call Options [Member] | Natural Gas Liquids | Production Period 2015	'		'
Volumes	1,260,000	[1]	'
Option average strike price	1.28		'
Derivative, fair value asset (liability)	($46)	[2]	'
[1]	NGL volumes are stated in gallons. Crude oil volumes are stated in barrels. Natural gas volumes are stated in MMBTUs.
[2]	See Note 11 for discussion on fair value methodology.

Derivative_Instruments_Schedul3

Derivative Instruments (Schedule Of Derivative Instruments, Gain (Loss) In Statement Of Financial Performance) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013
Derivative gain (loss), net	($8,671)		($12,083)
Derivative Gain (Member) | Commodity Contracts [Member]	'		'
Commodity contract - realized	-9,835	[1]	1,636	[1]
Commodity contract - unrealized	$1,164	[2]	($13,719)	[2]
[1]	Realized gain (loss) represents the gain or loss incurred when the derivative contract expires and/or is cash settled.
[2]	Unrealized gain (loss) represents the mark-to-market gain or loss recognized on open derivative contracts, which have not yet settled.

Fair_Value_Of_Financial_Instru2

Fair Value Of Financial Instruments (Schedules Of Fair Value, Derivative Assets And Liabilities) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Derivative assets, gross	$7,418	$8,953
Derivative liabilities, gross	-17,996	-18,073
Total derivatives, fair value, net	-10,578	-9,120
Commodity Swaps [Member]	'	'
Derivative assets, gross	4,591	4,406
Derivative liabilities, gross	-17,923	-18,073
Total derivatives, fair value, net	-13,332	'
Commodity Options [Member]	'	'
Derivative assets, gross	2,827	4,547
Derivative liabilities, gross	-73	'
Total derivatives, fair value, net	2,754	'
Derivative Financial Instruments, Assets [Member] | Level 1 [Member]	'	'
Derivative assets, gross	0	0
Derivative liabilities, gross	0	0
Total derivatives, fair value, net	0	0
Derivative Financial Instruments, Assets [Member] | Level 1 [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	0	0
Derivative liabilities, gross	0	0
Derivative Financial Instruments, Assets [Member] | Level 1 [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	0	0
Derivative liabilities, gross	0	'
Derivative Financial Instruments, Assets [Member] | Level 2 [Member]	'	'
Derivative assets, gross	5,726	7,331
Derivative liabilities, gross	-9,320	-4,695
Total derivatives, fair value, net	-3,594	2,636
Derivative Financial Instruments, Assets [Member] | Level 2 [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	3,189	2,994
Derivative liabilities, gross	-9,320	-4,695
Derivative Financial Instruments, Assets [Member] | Level 2 [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	2,537	4,337
Derivative liabilities, gross	0	'
Derivative Financial Instruments, Assets [Member] | Level 3 [Member]	'	'
Derivative assets, gross	1,692	1,622
Derivative liabilities, gross	-8,676	-13,378
Total derivatives, fair value, net	-6,984	-11,756
Derivative Financial Instruments, Assets [Member] | Level 3 [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	1,402	1,412
Derivative liabilities, gross	-8,603	-13,378
Derivative Financial Instruments, Assets [Member] | Level 3 [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	290	210
Derivative liabilities, gross	($73)	'

Fair_Value_Of_Financial_Instru3

Fair Value Of Financial Instruments (Schedule Of Change In Fair Value Of Level 3 Derivative Instruments) (Details) (Derivative Financial Instruments, Assets [Member], Level 3 [Member], USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014
Beginning balance, fair value	($11,756)
New contracts	0	[1]
Cash settlements from unrealized gain (loss)	6,010	[2],[3]
Net change in unrealized gain (loss)	-1,101	[2]
Deferred option premium recognition	-137	[3]
Ending balance, fair value	-6,984
Swap Gallons [Member]	'
Beginning balance, volume	130,158,000
New contracts, volume	0	[1]
Settled contracts, volume	-22,428,000	[2],[3]
Net change in unrealized gain (loss)	0	[2]
Deferred option premium recognition	0	[3]
Ending balance, volume	107,730,000
Commodity Swaps [Member]	'
Beginning balance, fair value	-11,966
New contracts	0	[1]
Cash settlements from unrealized gain (loss)	5,873	[2],[3]
Net change in unrealized gain (loss)	-1,108	[2]
Deferred option premium recognition	0	[3]
Ending balance, fair value	-7,201
Purchased Put Option Gallons [Member]	'
Beginning balance, volume	6,300,000
New contracts, volume	5,040,000	[1]
Settled contracts, volume	-1,260,000	[2],[3]
Net change in unrealized gain (loss)	0	[2]
Deferred option premium recognition	0	[3]
Ending balance, volume	10,080,000
Purchased Put Options [Member]	'
Beginning balance, fair value	210
New contracts	200	[1]
Cash settlements from unrealized gain (loss)	137	[2],[3]
Net change in unrealized gain (loss)	-120	[2]
Deferred option premium recognition	-137	[3]
Ending balance, fair value	290
Sold Call Option Gallons [Member]	'
Beginning balance, volume	0
New contracts, volume	5,040,000	[1]
Settled contracts, volume	0	[2],[3]
Net change in unrealized gain (loss)	0	[2]
Deferred option premium recognition	0	[3]
Ending balance, volume	5,040,000
Sold Call Options [Member]	'
Beginning balance, fair value	0
New contracts	-200	[1]
Cash settlements from unrealized gain (loss)	0	[2],[3]
Net change in unrealized gain (loss)	127	[2]
Deferred option premium recognition	0	[3]
Ending balance, fair value	($73)
[1]	Swaps are entered into with no value on the date of trade. Options include premiums paid, which are included in the value of the derivatives on the date of trade.
[2]	Included within derivative gain (loss), net on the Partnershipbs consolidated statements of operations.
[3]	Includes option premium cost reclassified from unrealized gain (loss) to realized gain (loss) at time of option expiration.

Fair_Value_Of_Financial_Instru4

Fair Value Of Financial Instruments (Schedule Of Unobservable Inputs Used In Fair Value Measurement) (Details) (Derivative Financial Instruments, Assets [Member], USD $)	Mar. 31, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified
Level 3 [Member]	'		'
Derivative, fair value asset (liability)	($6,984)		($11,756)
Level 3 [Member] | Swap Gallons [Member]	'		'
Volumes	107,730,000		130,158,000
Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-7,201		-11,966
Third Party Quotes [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-7,257	[1]	-12,430	[1]
Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	56	[2]	464	[2]
Propane | Level 3 [Member] | Swap Gallons [Member]	'		'
Volumes	83,538,000		100,296,000
Propane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-6,059		-10,260
Propane | Third Party Quotes [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-6,059	[1]	-10,260	[1]
Isobutane | Level 3 [Member] | Swap Gallons [Member]	'		'
Volumes	5,040,000		6,300,000
Isobutane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-754		-1,387
Isobutane | Third Party Quotes [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-1,405	[1]	-2,342	[1]
Isobutane | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	651	[2]	955	[2]
Normal butane [Member] | Level 3 [Member] | Swap Gallons [Member]	'		'
Volumes	5,040,000		7,560,000
Normal butane [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	675		362
Normal butane [Member] | Third Party Quotes [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	483	[1]	40	[1]
Normal butane [Member] | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	192	[2]	322	[2]
Natural Gasoline [Member] | Level 3 [Member] | Swap Gallons [Member]	'		'
Volumes	14,112,000		16,002,000
Natural Gasoline [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-1,063		-681
Natural Gasoline [Member] | Third Party Quotes [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-276	[1]	132	[1]
Natural Gasoline [Member] | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	($787)	[2]	($813)	[2]
[1]	Based upon the difference between the quoted market price provided by the third party and the fixed price of the swap.
[2]	Product and location basis differentials calculated through the use of a regression model, which compares the difference between the settlement prices for the products and locations quoted by the third party and the settlement prices for the actual products and locations underlying the derivatives, using a three year historical period.

Fair_Value_Of_Financial_Instru5

Fair Value Of Financial Instruments (Schedule Of Regression Coefficients Utilized In Unobservable Input Adjustments) (Details) (Derivative Financial Instruments, Assets [Member], USD $)	3 Months Ended		12 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Level 3 [Member]	'		'
Derivative, fair value asset (liability)	-6,984		-11,756
Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-7,201		-11,966
Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	56	[1]	464	[1]
Propane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-6,059		-10,260
Isobutane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-754		-1,387
Isobutane | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	651	[1]	955	[1]
Normal butane [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	675		362
Normal butane [Member] | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	192	[1]	322	[1]
Natural Gasoline [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-1,063		-681
Natural Gasoline [Member] | Adjustments [Member] | Commodity Swaps [Member]	'		'
Derivative, fair value asset (liability)	-787	[1]	-813	[1]
Minimum [Member] | Isobutane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.1168		1.1184
Minimum [Member] | Normal butane [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.0341		1.0341
Minimum [Member] | Natural Gasoline [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	0.9685		0.9727
Maximum [Member] | Isobutane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.1271		1.1284
Maximum [Member] | Normal butane [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.0382		1.0386
Maximum [Member] | Natural Gasoline [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	0.9716		0.9751
Weighted Average [Member] | Isobutane | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.1219		1.1234
Weighted Average [Member] | Normal butane [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	1.0361		1.0364
Weighted Average [Member] | Natural Gasoline [Member] | Level 3 [Member] | Commodity Swaps [Member]	'		'
Regression coefficient	0.9701		0.9739
[1]	Product and location basis differentials calculated through the use of a regression model, which compares the difference between the settlement prices for the products and locations quoted by the third party and the settlement prices for the actual products and locations underlying the derivatives, using a three year historical period.

Fair_Value_Of_Financial_Instru6

Fair Value Of Financial Instruments (Schedule Of Change In Fair Value Of NGL Linefill) (Details) (USD $)	3 Months Ended				3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014		Mar. 31, 2014	Mar. 31, 2014
	NGL Linefill [Member]		NGL Linefill [Member]	NGL Linefill [Member]	NGL Linefill Volume [Member]	Linefill Volumes Valued at Market [Member]	Linefill Valued at Market [Member]		Linefill Volumes Valued at FIFO [Member]	Linefill Valued on FIFO [Member]
			Adjustments [Member]	Adjustments [Member]	gal	gal			gal
Beginning balance, volume	'		'	'	17,326,000	5,788,000	'		11,538,000	'
Beginning balance, fair value	$14,517		$400	$400	'	'	$4,739		'	$9,778
Deliveries into NGL linefill, volume	'		'	'	26,650,000	1,050,000	'		25,600,000	'
Deliveries into NGL linefill, value	17,888		'	'	'	'	1,013		'	16,875
NGL linefill sales, value	-10,847		'	'	'	'	'		'	-10,847
NGL linefill sales, volume	'		'	'	-20,622,000	'	'		-20,622,000	'
Net change in NGL linefill valuation	143	[1]	'	'	'	'	143	[1]	'	'
Ending balance, volume	'		'	'	23,354,000	6,838,000	'		16,516,000	'
Ending balance, fair value	$21,701		$400	$400	'	'	$5,895		'	$15,806
[1]	Included within natural gas and liquids sales on the Partnershipbs consolidated statements of operations.

Fair_Value_Of_Financial_Instru7

Fair Value Of Financial Instruments (Narrative) (Details) (USD $)	1 Months Ended
	Jan. 31, 2013	Feb. 28, 2012	Mar. 31, 2014	Dec. 31, 2013
Contingent considerations	'	'	'	'
Net purchase price of acquisition	'	$19,000,000	'	'
Acquisitions	6,000,000	'	'	'
Potential cash payments	'	12,000,000	'	'
Contingent consideration, noncurrent	'	'	6,000,000	'
Contingent cash payment potential, low range	'	'	0	'
Contingent cash payment potential, high range	'	'	6,000,000	'
Debt	'	'	'	'
Debt instrument, fair value	'	'	1,708,600,000	1,663,600,000
Debt instrument, carrying amount	'	'	$1,704,943,000	$1,707,310,000

Accrued_Liabilites_Schedule_Of

Accrued Liabilites (Schedule Of Accrued Liabilities) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Accrued Liabilities	'	'
Accrued capital expenditures	$10,295	$17,898
Acquisition-based liabilities	8,914	8,933
Accrued ad valorem and production taxes	8,795	3,551
Other	14,455	17,067
Accrued liabilities	$42,459	$47,449

Debt_Schedule_Of_Total_Debt_De

Debt (Schedule Of Total Debt) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Total debt	$1,704,943,000	'	$1,707,310,000
Less current maturities	-394,000	'	-524,000
Total long term debt	1,704,549,000	'	1,706,786,000
Cash paid for interest, net of capitalized interest	34,700,000	22,100,000	'
Revolving Credit Facility [Member]	'	'	'
Total debt	150,000,000	'	152,000,000
6.625% Senior notes - due 2020 [Member]	'	'	'
Total debt	504,387,000	'	504,556,000
5.875% Senior notes - due 2023 [Member]	'	'	'
Total debt	650,000,000	'	650,000,000
4.750% Senior notes - due 2021 [Member]	'	'	'
Total debt	400,000,000	'	400,000,000
Capital Lease Obligations [Member]	'	'	'
Total debt	$556,000	'	$754,000

Debt_Narrative_Revolving_Credi

Debt (Narrative) (Revolving Credit Facility) (Details) (USD $)	0 Months Ended	3 Months Ended
In Millions, unless otherwise specified	Mar. 11, 2014	Mar. 31, 2014
Changes in revolving credit facility terms	'adjusted the duration of, and maximum ratios allowed during, the Acquisition Period, as defined in the credit agreement, for the Consolidated Funded Debt Ratio, as defined in the credit agreement; and permitted the payment of cash distributions, if any, on the Class E Preferred Units so long as the Partnership has a pro forma Minimum Liquidity, as defined in the credit agreement, of greater than or equal to $50 million.	'
Revolving credit facility compliance statement	'	'As of March 31, 2014, the Partnership was in compliance with all covenants under the credit facility.
Revolving Credit Facility [Member]	'	'
Line of credit facility, maximum borrowing capacity	'	600
Original stated maturity date	'	31-May-17
Weighted average interest rate	'	3.20%
Line of credit facility, available borrowing capacity	'	449.9
Letter of Credit [Member]	'	'
Line of credit facility, maximum borrowing capacity	'	50
Letters of credit outstanding	'	0.1

Debt_Narrative_Senior_Notes_De

Debt (Narrative) (Senior Notes) (Details) (USD $)	3 Months Ended		0 Months Ended	1 Months Ended	3 Months Ended		0 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 12, 2013	Feb. 28, 2013	Mar. 31, 2013	Mar. 31, 2014	Feb. 11, 2013	Mar. 31, 2014	Mar. 31, 2014
			8.750% Senior notes - due 2018 [Member]	8.750% Senior notes - due 2018 [Member]	8.750% Senior notes - due 2018 [Member]	6.625% Senior notes - due 2020 [Member]	5.875% Senior notes - due 2023 [Member]	5.875% Senior notes - due 2023 [Member]	4.750% Senior notes - due 2021 [Member]
Senior notes, carrying value	'	'	'	'	'	$500,000,000	'	$650,000,000	$400,000,000
Senior notes, interest rate	'	'	'	'	8.75%	6.63%	'	5.88%	4.75%
Debt instrument, unamortized premium	'	'	'	'	'	4,400,000	'	'	'
Original stated maturity date	'	'	'	'	'	1-Oct-20	'	1-Aug-23	15-Nov-21
Early repayment of senior debt	'	'	105,600,000	291,400,000	'	'	'	'	'
Extinguishment of debt	'	'	97,300,000	268,400,000	365,800,000	'	'	'	'
Redemption premium	'	'	6,300,000	11,200,000	'	'	'	'	'
Interest paid	'	'	2,000,000	3,700,000	'	'	'	'	'
Solicited Consent Costs Expensed	'	'	'	8,000,000	'	'	'	'	'
Gross proceeds from issuance	'	'	'	'	'	'	650,000,000	'	'
Net proceeds from issuance of long term debt	$0	$637,090,000	'	'	'	'	$637,300,000	'	'

Debt_Schedule_Of_Capital_Lease

Debt (Schedule Of Capital Leased Assets) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Capital leased assets, net	$998,000	'	$1,951,000
Pipelines Processing And Compression Facilities [Member]	'	'	'
Pipelines, processing and compression facilities	1,142,000	'	2,281,000
Less - accumulated depreciation	-144,000	'	-330,000
Transfer of ownership of assets under capital lease	1,100,000	'	'
Depreciation expense	$32,000	$211,000	'

Commitments_And_Contingencies_

Commitments And Contingencies (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Commitments And Contingencies	'	'
Throughput obligation- amount paid	$7,300,000	$3,000,000
Throughput obligation - Due 2014	6,300,000	'
Throughput obligation - Due 2015	3,500,000	'
Throughput obligation - Due 2016	3,500,000	'
Throughput obligation - Due 2017	3,500,000	'
Throughput obligation - Due 2018	2,700,000	'
Purchase commitments	$74,000,000	'

Benefit_Plans_Narrative_Detail

Benefit Plans (Narrative) (Details)	Mar. 31, 2014
Benefit Plans	'
Number of phantom units or option units authorized	3,435,000
Number of units outstanding	1,664,642
Number of units available for grant	608,369

Benefit_Plans_Schedule_Of_Phan

Benefit Plans (Schedule Of Phantom Unit Activity) (Details) (USD $)	1 Months Ended	3 Months Ended
	Feb. 28, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Outstanding, end of period	'	1,664,642	'	'
Phantom Unit Awards [Member]	'	'	'	'
Outstanding, beginning of period	'	1,446,553	1,053,242	'
Outstanding, beginning of period, fair value per unit	'	$36.32	$33.21	'
Granted	227,000	234,701	6,804	'
Granted, fair value per unit	'	$31.03	$33.06	'
Forfeited units	'	-2,200	0	'
Forfeited, value per unit	'	$39.51	$0	'
Matured and issued	'	-14,412	-2,963	'
Matured, fair value per unit	'	$34.03	$28.94	'
Outstanding, end of period	'	1,664,642	1,057,083	'
Outstanding, end of period, fair value per unit	'	$35.59	$33.22	'
Non-cash compensation expense recognized	'	$6,439,000	$4,384,000	'
Intrinsic value for phantom unit awards exercised	'	500,000	100,000	'
Aggregate intrinsic value for phantom unit awards outstanding	'	53,500,000	'	50,700,000
Number of phantom unit awards classified as liabilities	'	25,228	'	22,539
Vesting period (in years)	'3 years	'4 years	'	'
Units vesting within twelve months	'	531,244	'	'
Dividend equivalent rights paid	'	900,000	600,000	'
Unrecognized compensation expense	'	$31,500,000	'	'
Unrecognized compensation expense, weighted average period for recognition (in years)	'	'2 years	'	'

Related_Party_Transactions_Nar

Related Party Transactions (Narrative) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Indirect costs and compensation reimbursed	$1,250	$1,250
Revenues - affiliates	55	71
Atlas Resource Partners, L.P. [Member]	'	'
Revenues - affiliates	100	100
General Partner [Member]	'	'
Indirect costs and compensation reimbursed	1,300	1,300
Direct costs reimbursed	$0	$0

Segment_Information_Narrative_

Segment Information (Narrative) (Details) (Transportation And Treating Segment [Member], West Texas LPG [Member])	Mar. 31, 2014
Transportation And Treating Segment [Member] | West Texas LPG [Member]	'
Equity method investment, ownership percentage	20.00%

Segment_Information_Schedule_O

Segment Information (Schedule Of Segment Reporting Information, By Segment) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
Revenue:	'		'		'
Revenues - third party	$699,949		$407,841		'
Revenues - affiliates	55		71		'
Total revenues	700,004		407,912		'
Costs and expenses:	'		'		'
Operating costs and expenses	600,596		347,399		'
General and administrative	17,940		13,798		'
Other costs	37		530		'
Depreciation and amortization	49,239		30,458		'
Interest expense	23,663		18,686		'
Total costs and expenses	691,475		410,871		'
Equity income (loss) in joint ventures	-1,878		2,040		'
Loss on early extinguishment of debt	0		-26,582		'
Income (loss) before tax	6,651		-27,501		'
Income tax benefit	-398		-9		'
Net income (loss)	7,049		-27,492		'
Capital expenditures	128,331		108,516		'
Schedule of Assets, by Segment	'		'		'
Equity method investment in joint ventures	269,058		'		248,301
Goodwill	370,396		'		368,572
Total assets	4,446,958		'		4,327,845
Gathering and Processing [Member]	'		'		'
Revenue:	'		'		'
Revenues - third party	707,774	[1]	418,607	[1]	'
Revenues - affiliates	55		71		'
Total revenues	707,829		418,678		'
Costs and expenses:	'		'		'
Operating costs and expenses	600,227		347,055		'
General and administrative	0	[1]	0	[1]	'
Other costs	0		0		'
Depreciation and amortization	48,227		29,971		'
Interest expense	0	[1]	0	[1]	'
Total costs and expenses	648,454		377,026		'
Equity income (loss) in joint ventures	-3,605		0		'
Income (loss) before tax	55,770		41,652		'
Income tax benefit	-398		-9		'
Net income (loss)	56,168		41,661		'
Capital expenditures	127,915		108,393		'
Schedule of Assets, by Segment	'		'		'
Equity method investment in joint ventures	183,541		'		162,511
Goodwill	370,396		'		368,572
Total assets	4,266,976		'		4,146,314
Transportation And Treating Segment [Member]	'		'		'
Revenue:	'		'		'
Revenues - third party	1,201	[1]	1,433	[1]	'
Revenues - affiliates	0		0		'
Total revenues	1,201		1,433		'
Costs and expenses:	'		'		'
Operating costs and expenses	369		344		'
General and administrative	0	[1]	0	[1]	'
Other costs	0		0		'
Depreciation and amortization	760		268		'
Interest expense	0	[1]	0	[1]	'
Total costs and expenses	1,129		612		'
Equity income (loss) in joint ventures	1,727		2,040		'
Income (loss) before tax	1,799		2,861		'
Income tax benefit	0		0		'
Net income (loss)	1,799		2,861		'
Capital expenditures	0		123		'
Schedule of Assets, by Segment	'		'		'
Equity method investment in joint ventures	85,517		'		85,790
Total assets	130,932		'		132,152
Corporate and Other [Member]	'		'		'
Revenue:	'		'		'
Revenues - third party	-9,026	[1]	-12,199	[1]	'
Revenues - affiliates	0		0		'
Total revenues	-9,026		-12,199		'
Costs and expenses:	'		'		'
Operating costs and expenses	'		0		'
General and administrative	17,940	[1]	13,798	[1]	'
Other costs	37		530		'
Depreciation and amortization	252		219		'
Interest expense	23,663	[1]	18,686	[1]	'
Total costs and expenses	41,892		33,233		'
Equity income (loss) in joint ventures	0		0		'
Loss on early extinguishment of debt	'		-26,582		'
Income (loss) before tax	-50,918		-72,014		'
Income tax benefit	0		0		'
Net income (loss)	-50,918		-72,014		'
Capital expenditures	416		0		'
Schedule of Assets, by Segment	'		'		'
Total assets	$49,050		'		$49,379
[1]	Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to its reportable segments as it would be unfeasible to reasonably do so for the periods presented.

Segment_Information_Schedule_O1

Segment Information (Schedule Of Natural Gas And Liquids Sales, By Products) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Natural gas and liquids sales	$663,130	$383,848
Natural Gas	'	'
Natural gas and liquids sales	271,052	141,484
NGLs	'	'
Natural gas and liquids sales	360,754	217,831
Condensate	'	'
Natural gas and liquids sales	31,181	24,565
Other Revenues	'	'
Natural gas and liquids sales	$143	($32)

Supplemental_Condensed_Consoli2

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Balance Sheets) (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
ASSETS	'	'	'	'
Cash and cash equivalents	$9,756	$4,914	$8,261	$3,398
Other current assets	269,087	236,864	'	'
Total current assets	278,843	241,778	'	'
Property, plant and equipment, net	2,825,313	2,724,192	'	'
Intangible assets, net	654,784	696,271	'	'
Goodwill	370,396	368,572	'	'
Equity method investment in joint ventures	269,058	248,301	'	'
Long-term portion of derivative assets	3,209	2,270	'	'
Other assets, net	45,355	46,461	'	'
Total assets	4,446,958	4,327,845	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	7,089	2,912	'	'
Other current liabilities	349,840	317,314	'	'
Total current liabilities	356,929	320,226	'	'
Long-term portion of derivative liabilities	0	320	'	'
Long-term debt, less current portion	1,704,549	1,706,786	'	'
Deferred income taxes, net	32,892	33,290	'	'
Other long-term liabilities	7,177	7,318	'	'
Equity	2,345,411	2,259,905	'	'
Total liabilities and equity	4,446,958	4,327,845	'	'
Parent Company [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	0	0	0	0
Accounts receivable - affiliates	'	765,236	'	'
Other current assets	204	215	'	'
Total current assets	204	765,451	'	'
Property, plant and equipment, net	0	0	'	'
Intangible assets, net	0	0	'	'
Equity method investment in joint ventures	0	0	'	'
Long-term portion of derivative assets	0	0	'	'
Equity investments	3,962,561	3,186,938	'	'
Other assets, net	39,538	41,094	'	'
Total assets	4,002,303	3,993,483	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	26,732	0	'	'
Other current liabilities	14,084	26,819	'	'
Total current liabilities	40,816	26,819	'	'
Long-term debt, less current portion	1,704,387	1,706,556	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	144	203	'	'
Equity	2,256,956	2,259,905	'	'
Total liabilities and equity	4,002,303	3,993,483	'	'
Guarantor Subsidiaries [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	168	168	157	157
Accounts receivable - affiliates	95,903	'	'	'
Other current assets	44,469	52,910	'	'
Total current assets	140,540	53,078	'	'
Property, plant and equipment, net	760,038	723,302	'	'
Intangible assets, net	568,491	603,533	'	'
Goodwill	325,502	323,678	'	'
Equity method investment in joint ventures	0	0	'	'
Long-term portion of derivative assets	3,209	2,270	'	'
Equity investments	996,504	1,487,358	'	'
Other assets, net	1,787	1,787	'	'
Total assets	2,796,071	3,195,006	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	0	423,078	'	'
Other current liabilities	83,182	75,031	'	'
Total current liabilities	83,182	498,109	'	'
Long-term portion of derivative liabilities	'	320	'	'
Long-term debt, less current portion	162	230	'	'
Deferred income taxes, net	32,892	33,290	'	'
Other long-term liabilities	1,033	1,115	'	'
Equity	2,678,802	2,661,942	'	'
Total liabilities and equity	2,796,071	3,195,006	'	'
Non-Guarantor Subsidiaries [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	9,588	4,746	8,104	3,241
Other current assets	225,365	185,975	'	'
Total current assets	234,953	190,721	'	'
Property, plant and equipment, net	2,065,275	2,000,890	'	'
Intangible assets, net	86,293	92,738	'	'
Goodwill	44,894	44,894	'	'
Equity method investment in joint ventures	269,058	248,301	'	'
Long-term portion of derivative assets	0	0	'	'
Long term notes receivable	1,852,928	1,852,928	'	'
Other assets, net	4,030	3,580	'	'
Total assets	4,557,431	4,434,052	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	76,260	345,070	'	'
Other current liabilities	252,574	215,464	'	'
Total current liabilities	328,834	560,534	'	'
Long-term debt, less current portion	0	0	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	6,000	6,000	'	'
Equity	4,222,597	3,867,518	'	'
Total liabilities and equity	4,557,431	4,434,052	'	'
Consolidating Adjustments [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	0	0	0	0
Accounts receivable - affiliates	-95,903	-765,236	'	'
Other current assets	-951	-2,236	'	'
Total current assets	-96,854	-767,472	'	'
Property, plant and equipment, net	0	0	'	'
Intangible assets, net	0	0	'	'
Equity method investment in joint ventures	0	0	'	'
Long-term portion of derivative assets	0	0	'	'
Long term notes receivable	-1,852,928	-1,852,928	'	'
Equity investments	-4,959,065	-4,674,296	'	'
Other assets, net	0	0	'	'
Total assets	-6,908,847	-7,294,696	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	-95,903	-765,236	'	'
Other current liabilities	0	0	'	'
Total current liabilities	-95,903	-765,236	'	'
Long-term debt, less current portion	0	0	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	0	0	'	'
Equity	-6,812,944	-6,529,460	'	'
Total liabilities and equity	($6,908,847)	($7,294,696)	'	'

Supplemental_Condensed_Consoli3

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Statements Of Operations) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Total revenues	$700,004	$407,912
Total costs and expenses	-691,475	-410,871
Equity income	-1,878	2,040
Loss on early extinguishment of debt	0	-26,582
Income (loss) before tax	6,651	-27,501
Income tax benefit	-398	-9
Net income (loss)	7,049	-27,492
Income attributable to non-controlling interests	-2,462	-1,369
Preferred unit imputed dividend effect	-11,378	0
Preferred unit dividends in kind	-9,719	0
Preferred unit dividends	-406	0
Net loss attributable to common limited partners and the General Partner	-16,916	-28,861
Parent Company [Member]	'	'
Total revenues	0	0
Total costs and expenses	-23,805	-18,596
Equity income	28,392	16,317
Loss on early extinguishment of debt	'	-26,582
Income (loss) before tax	4,587	-28,861
Income tax benefit	0	'
Net income (loss)	4,587	-28,861
Preferred unit imputed dividend effect	-11,378	'
Preferred unit dividends in kind	-9,719	'
Preferred unit dividends	-406	'
Net loss attributable to common limited partners and the General Partner	-16,916	-28,861
Guarantor Subsidiaries [Member]	'	'
Total revenues	146,836	91,841
Total costs and expenses	-171,864	-114,227
Equity income	53,021	38,695
Income (loss) before tax	27,993	16,309
Income tax benefit	-398	-9
Net income (loss)	28,391	16,318
Net loss attributable to common limited partners and the General Partner	28,391	16,318
Non-Guarantor Subsidiaries [Member]	'	'
Total revenues	556,538	335,372
Total costs and expenses	-499,176	-297,349
Equity income	-1,878	'
Income (loss) before tax	55,484	38,023
Income tax benefit	0	'
Net income (loss)	55,484	38,023
Income attributable to non-controlling interests	-2,462	-1,369
Net loss attributable to common limited partners and the General Partner	53,022	36,654
Consolidating Adjustments [Member]	'	'
Total revenues	-3,370	-19,301
Total costs and expenses	3,370	19,301
Equity income	-81,413	-52,972
Income (loss) before tax	-81,413	-52,972
Income tax benefit	0	'
Net income (loss)	-81,413	-52,972
Net loss attributable to common limited partners and the General Partner	($81,413)	($52,972)

Supplemental_Condensed_Consoli4

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Statements Of Cash Flows) (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Net cash provided by (used in):	'	'
Operating activities	$66,168	$41,256
Investing activities	-130,684	-108,390
Financing activities	69,358	71,997
Net change in cash and cash equivalents	4,842	4,863
Cash and cash equivalents, beginning of period	4,914	3,398
Cash and cash equivalents, end of period	9,756	8,261
Parent Company [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	92,913	-58,592
Investing activities	-162,469	-21,541
Financing activities	69,556	80,133
Net change in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Guarantor Subsidiaries [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	66,817	33,933
Investing activities	-149,327	-2,534
Financing activities	82,510	-31,399
Net change in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	168	157
Cash and cash equivalents, end of period	168	157
Non-Guarantor Subsidiaries [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	77,780	62,426
Investing activities	-103,658	-105,856
Financing activities	30,720	48,293
Net change in cash and cash equivalents	4,842	4,863
Cash and cash equivalents, beginning of period	4,746	3,241
Cash and cash equivalents, end of period	9,588	8,104
Consolidating Adjustments [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	-171,342	3,489
Investing activities	284,770	21,541
Financing activities	-113,428	-25,030
Net change in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$0	$0

Subsequent_Events_Narrative_De

Subsequent Events (Narrative) (Details) (Subsequent Event [Member], USD $)	3 Months Ended					0 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	5-May-14
		Distribution Paid [Member]	Common Limited Partners [Member]	General Partner [Member]	Preferred Class D [Member]	West Texas LPG Pipeline Limited Partnership [Member]
Subsequent Event [Line Items]	'	'	'	'	'	'
Date of declaration	'	22-Apr-14	'	'	'	'
Cash distribution declared per unit	'	'	$0.62	'	'	'
Total cash distribution	$56,100,000	$56,100,000	'	'	'	'
Cash distribution declared	'	'	'	6,100,000	'	'
Date of distribution	'	15-May-14	'	'	'	'
Date of record	'	8-May-14	'	'	'	'
Distributions paid in kind units	'	'	'	'	317,000	'
Agreed upon sales price of investment	'	'	'	'	'	$135,000,000