Atlas Pipeline Partners 10-Q 7 Nov 14 2014 Q3 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 04, 2014
Document And Entity Information [Abstract]	'	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	30-Sep-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'
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	'	84,499,824

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
ASSETS	'	'
Cash and cash equivalents	$6,736	$4,914
Accounts receivable	253,830	219,297
Current portion of derivative assets	8,017	174
Prepaid expenses and other	24,428	17,393
Total current assets	293,011	241,778
Property, plant and equipment, net	3,132,810	2,724,192
Goodwill	365,763	368,572
Intangible assets, net	614,817	696,271
Equity method investment in joint ventures	180,602	248,301
Long-term portion of derivative assets	6,138	2,270
Other assets, net	45,271	46,461
Total assets	4,638,412	4,327,845
LIABILITIES AND EQUITY	'	'
Current portion of long-term debt	274	524
Accounts payable - affiliates	5,473	2,912
Accounts payable	101,659	79,051
Accrued liabilities	68,653	47,449
Accrued interest payable	13,604	26,737
Current portion of derivative liabilities	0	11,244
Accrued producer liabilities	188,994	152,309
Total current liabilities	378,657	320,226
Long-term portion of derivative liabilities	0	320
Long-term debt, less current portion	1,754,093	1,706,786
Deferred income taxes, net	31,771	33,290
Other long-term liabilities	6,960	7,318
Commitments and contingencies	'	'
Equity:	'	'
Class D convertible preferred limited partners' interests	516,416	450,749
Class E preferred limited partners' interests	121,852	0
Common limited partners' interests	1,704,949	1,703,778
General Partner's interest	47,451	46,118
Total partners' capital	2,390,668	2,200,645
Non-controlling interest	76,263	59,260
Total equity	2,466,931	2,259,905
Total liabilities and equity	$4,638,412	$4,327,845

Consolidated_Statements_Of_Ope

Consolidated Statements Of Operations (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenue:	'	'	'	'
Natural gas and liquids sales	$673,888	$535,719	$2,004,567	$1,410,797
Transportation, processing and other fees - third parties	49,513	43,651	142,847	116,534
Transportation, processing and other fees - affiliates	65	74	211	222
Derivative gain (loss), net	24,155	-24,517	9,117	-9,493
Other income, net	13,561	2,943	18,400	8,661
Total revenues	761,182	557,870	2,175,142	1,526,721
Costs and expenses:	'	'	'	'
Natural gas and liquids cost of sales	586,448	463,564	1,742,801	1,213,320
Operating expenses	29,837	24,806	81,948	71,435
General and administrative	16,824	16,637	50,680	40,481
Compensation reimbursement - affiliates	1,250	1,250	3,750	3,750
Other expenses	-1	685	16	19,585
Depreciation and amortization	50,173	51,080	148,632	127,921
Interest	22,553	24,347	69,275	65,614
Total costs and expenses	707,084	582,369	2,097,102	1,542,106
Equity loss in joint ventures	-4,711	-1,882	-10,464	-314
Gain (loss) on asset dispositions	-636	0	47,829	-1,519
Loss on early extinguishment of debt	0	0	0	-26,601
Income (loss) before tax	48,751	-26,381	115,405	-43,819
Income tax benefit	-623	-817	-1,519	-854
Net income (loss)	49,374	-25,564	116,924	-42,965
Income attributable to non-controlling interests	-4,029	-1,514	-10,456	-4,693
Preferred unit imputed dividend effect	-11,378	-11,378	-34,134	-18,107
Preferred unit dividends in kind	-11,408	-9,072	-31,533	-14,413
Preferred unit dividends	-2,609	0	-5,624	0
Net income (loss) attributable to common limited partners and the General Partner	19,950	-47,528	35,177	-80,178
Allocation of net income (loss) attributable to:	'	'	'	'
Common limited partner interest	12,822	-51,376	17,118	-90,990
General Partner interest	7,128	3,848	18,059	10,812
Net income (loss) attributable to common limited partners and the General Partner	$19,950	($47,528)	$35,177	($80,178)
Net income (loss) attributable to common limited partners per unit:	'	'	'	'
Basic	$0.13	($0.66)	$0.18	($1.25)
Weighted average common limited partner units (basic)	82,892	78,398	81,497	72,512
Diluted:	'	'	'	'
Diluted	$0.13	($0.66)	$0.18	($1.25)
Weighted average common limited partner units (diluted)	99,368	78,398	97,465	72,512

Consolidated_Statement_Of_Equi

Consolidated Statement Of Equity (USD $)	Class D convertible preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Parent [Member]	Parent [Member]	Non-controlling Interest [Member]	Total
In Thousands, except Share data	Parent [Member]	Parent [Member]		Common Limited Partners [Member]	General Partner [Member]	USD ($)	USD ($)
	USD ($)	USD ($)		USD ($)	USD ($)
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 and General Partner capital contribution, units	'	5,060,000	'	3,558,005	'	'	'
Issuance of units and General Partner capital contributions, value	'	122,258	'	121,599	2,523	'	246,380
Equity compensation under incentive plans, units	'	'	'	405,018	'	'	'
Equity compensation under incentive plans, value	'	'	'	19,076	'	'	19,076
Purchase and retirement of treasury units, units	'	'	'	-52,741	'	'	52,741
Purchase and retirement of treasury units, value	'	'	'	-1,733	'	'	-1,733
Distributions paid in kind units	875,207	'	'	'	'	'	'
Distributions paid	'	-3,421	'	-154,889	-19,249	'	-177,559
Distributions Payable	'	-2,609	'	'	'	'	-2,609
Contributions from non-controlling interests	'	'	'	'	'	10,680	10,680
Distributions to non-controlling interests	'	'	'	'	'	-4,133	-4,133
Net income (loss)	65,667	5,624	'	17,118	18,059	10,456	116,924
Ending Balance, value at Sep. 30, 2014	516,416	121,852	'	1,704,949	47,451	76,263	2,466,931
Ending Balance, units at Sep. 30, 2014	14,699,076	5,060,000	'	84,495,430	'	'	'
Beginning Balance, value at Jun. 30, 2014	'	'	'	'	'	'	'
Purchase and retirement of treasury units, units	'	'	'	'	'	'	52,741
Distributions paid in kind units	294,439	'	'	'	'	'	'
Net income (loss)	'	'	'	'	'	'	49,374
Ending Balance, value at Sep. 30, 2014	$516,416	'	'	'	'	'	$2,466,931
Ending Balance, units at Sep. 30, 2014	14,699,076	'	'	'	'	'	'

Consolidated_Statements_Of_Cas

Consolidated Statements Of Cash Flows (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net income (loss)	$116,924	($42,965)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	'	'
Depreciation and amortization	148,632	127,921
Equity loss in joint ventures	10,464	314
Distributions received from equity method joint ventures	5,264	5,400
Non-cash compensation expense	19,258	13,818
Amortization of deferred finance costs	5,502	5,119
Loss on early extinguishment of debt	0	26,601
Loss (gain) on asset dispositions	-47,829	1,519
Income tax benefit	-1,519	-854
Change in operating assets and liabilities:	'	'
Accounts receivable, prepaid expenses and other	-42,643	-88,225
Accounts payable and accrued liabilities	40,822	83,841
Accounts payable and accounts receivable - affiliates	2,561	-895
Derivative accounts payable and receivable	-23,275	19,527
Net cash provided by operating activities	234,161	151,121
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Capital expenditures	-473,147	-327,861
Cash paid for business combinations, net of cash received	0	-1,000,785
Net proceeds from asset disposition	130,966	0
Capital contributions to joint ventures	-7,908	-9,813
Other	'	310
Net cash used in investing activities	-350,089	-1,338,149
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Borrowings under credit facility	838,500	979,000
Repayments under credit facility	-790,500	-1,172,000
Net proceeds from issuance of long term debt	0	1,028,369
Repayment of long-term debt	0	-365,822
Payment of premium on retirement of debt	0	-25,581
Payment of deferred financing costs	-2,942	-917
Payment for acquisition-based contingent consideration	0	-6,000
Principal payments on capital lease	-436	-10,577
Net proceeds from issuance of common and preferred limited partner units	243,857	888,887
Purchase and retirement of treasury units	-1,733	0
General Partner capital contributions	2,523	18,614
Contributions from non-controlling interest holders	10,680	8,277
Distributions to non-controlling interest holders	-4,133	-1,432
Distributions paid to common limited partners, preferred limited partners and the General Partner	-177,559	-146,132
Other	-507	-617
Net cash provided by financing activities	117,750	1,194,069
Net change in cash and cash equivalents	1,822	7,041
Cash and cash equivalents, beginning of period	4,914	3,398
Cash and cash equivalents, end of period	$6,736	$10,439

Basis_Of_Presentation

Basis Of Presentation	9 Months Ended
	Sep. 30, 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 and natural gas gathering services in the Appalachian Basin in the northeastern 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 September 30, 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 of the Partnership consists of limited partner interests.  At September 30, 2014, the Partnership had 84,495,430 common units outstanding, including 1,641,026 common units held by the General Partner and 4,113,227 common units held by ATLS; 14,699,076 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 nine month period ended September 30, 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	9 Months Ended
	Sep. 30, 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 (“VIE”) 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 that 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 15), 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					Nine Months Ended
		September 30,					September 30,
		2014			2013		2014		2013
	Net income (loss)	$	49,374		$	-25,564	$	116,924	$	-42,965
	Income attributable to non-controlling interests		-4,029			-1,514		-10,456		-4,693
	Preferred unit imputed dividend effect		-11,378			-11,378		-34,134		-18,107
	Preferred unit dividends in kind		-11,408			-9,072		-31,533		-14,413
	Preferred unit dividends		-2,609			-		-5,624		-
	Net income (loss) attributable to common limited partners and the General Partner		19,950			-47,528		35,177		-80,178
	General Partner’s cash incentive distributions		6,865			4,901		17,708		12,678
	General Partner’s ownership interest		263			-1,053		351		-1,866
	Net income attributable to the General Partner’s ownership interests		7,128			3,848		18,059		10,812
	Net income (loss) attributable to common limited partners		12,822			-51,376		17,118		-90,990
	Net income attributable to participating securities – phantom units(1)		248			-		300		-
	Net income attributable to participating securities – Class D Preferred Units(2)		1,907			-		2,542		-
	Net income attributable to participating securities		2,155			-		2,842		-
	Net income (loss) utilized in the calculation of net income (loss) attributable to common limited partners per unit	$	10,667		$	-51,376	$	14,276	$	-90,990
	-1	Net income 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 and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,455,000 and 1,160,000 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 income 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, plus a contractual yield premium of 1.5%, as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014	2013
	Weighted average number of common limited  partner units – basic	82,892		78,398		81,497	72,512
	Add effect of dilutive securities – phantom  units(1)	1,918		-		1,706	-
	Add effect of convertible preferred limited partner units(2)	14,558		-		14,262	-
	Weighted average common limited partner units – diluted	99,368		78,398		97,465	72,512
	-1	For the three and nine months ended September 30, 2013, approximately 1,455,000 and 1,160,000 weighted average phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three and nine months ended September 30, 2013, approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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 and applicable product prices.  The Partnership had unbilled revenues at September 30, 2014 and December 31, 2013 of $181.3 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 September 30, 2014 and December 31, 2013, the Partnership reclassified the balances related to book overdrafts of $11.1 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.  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 ASU 2013-11 on January 1, 2014.  The application had no material impact on the Partnership’s financial position or results of operations.
	Recently Issued Accounting Standards
	In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  ASU 2014-09 will supersede the revenue recognition requirements in Topic 605 “Revenue Recognition”, and most industry-specific guidance.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
	The amendments in ASU 2014-09 are effective for interim and annual reporting periods beginning after December 15, 2016.  Early application is not permitted.  An entity should apply the amendments in this ASU using one of the following methods: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application.
	These requirements will be applied upon the application of ASU 2014-09 on January 1, 2017.  The Partnership is currently in the process of evaluating which method to use for application of ASU 2014-09 and is still determining the impacts of ASU 2014-09 on its financial position, results of operations and disclosures.
	In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.  The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early application is permitted.  The Partnership plans on applying the new standard for the annual period ending December 31, 2016.  The Partnership does not expect the new standard to have an impact on its disclosures.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 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 included 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 following table presents the values assigned to the assets acquired and liabilities assumed in the TEAK Acquisition, based on their final 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		197,683
	Intangible assets		430,000
	Goodwill		186,050
	Equity method investment in joint ventures		184,327
	Total assets acquired		1,018,815
	Accounts payable and accrued liabilities		-34,995
	Other long term liabilities		-1,075
	Total liabilities acquired		-36,070
	Net assets acquired		982,745
	Less cash received		-8,074
	Net cash paid for acquisition	$	974,671

Equity_Method_Investments

Equity Method Investments	9 Months Ended
	Sep. 30, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
Equity Method Investments	'
	NOTE 4 – EQUITY METHOD INVESTMENTS
	West Texas LPG Pipeline Limited Partnership
	On May 14, 2014, the Partnership completed the sale of two indirect subsidiaries, which held an aggregate 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”), to a subsidiary of Martin Midstream Partners LP (NYSE: MMLP).  The Partnership received $131.0 million in proceeds, net of selling costs and final working capital adjustments, which were used to pay down the Partnership’s revolving credit facility (see Note 13).  As a result of the sale, the Partnership recorded a $0.6 million loss and a $47.8 million gain on asset dispositions on its consolidated statements of operations for the three and nine months ended September 30, 2014, respectively.
	WTLPG 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.  Prior to the sale of WTLPG, the Partnership accounted for its subsidiaries’ ownership interest in WTLPG under the equity method of accounting, with recognition of income of WTLPG as equity income in joint ventures on its consolidated statements of operations.
	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 a subsidiary of Southcross Holdings, L.P. (“Southcross”), 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 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 Southcross, and Southcross 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 September 30, 2014 and December 31, 2013 (in thousands):
			September 30,			December 31,
			2014			2013
	WTLPG		$	-		$	85,790
	T2 LaSalle			56,449			50,534
	T2 Eagle Ford			110,845			97,437
	T2 EF Co-Gen			13,308			14,540
	Equity method investment in joint ventures		$	180,602		$	248,301
	The following table presents the Partnership’s equity loss in joint ventures for the three and nine months ended September 30, 2014 and 2013 (in thousands):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014		2013
	WTLPG	$	-		$	1,389		$	2,611	$	5,116
	T2 LaSalle		-1,246			-1,263			-3,724		-2,162
	T2 Eagle Ford		-2,611			-1,120			-7,349		-2,198
	T2 EF Co-Gen		-854			-888			-2,002		-1,070
	Equity loss in joint ventures	$	-4,711		$	-1,882		$	-10,464	$	-314

Equity

Equity	9 Months Ended
	Sep. 30, 2014
Equity	'
Equity	'
	NOTE 5 – EQUITY
	Common Units
	On May 12, 2014, the Partnership entered into an Equity Distribution Agreement (the “2014 EDA”) with Citigroup Global Markets Inc. (“Citigroup”), Wells Fargo Securities, LLC and MLV & Co. LLC, as sales agents.  Pursuant to the 2014 EDA, the Partnership may offer and sell from time to time through its sales agents, common units having an aggregate value up to $250.0 million.  Sales are at market prices prevailing at the time of the sale.
	In November 2012, the Partnership entered into an Equity Distribution Agreement (the “2012 EDA” and together, with the 2014 EDA, the “EDAs”) with Citigroup.  Pursuant to this program, the Partnership offered and sold through Citigroup, as its sales agent, common units for $150.0 million.  The Partnership used the full capacity under the 2012 EDA during the year ended 2013.
	During the three months ended September 30, 2014 and 2013, the Partnership issued 2,095,818 and 1,772,800 common units, respectively, under the EDAs for net proceeds of $74.2 million and $63.7 million, respectively, net of $0.8 million and $1.3 million, respectively, in commissions paid to the sales agents.  During the nine months ended September 30, 2014 and 2013, the Partnership issued 3,558,005 and 2,863,080 common units, respectively, under the EDAs for net proceeds of $121.6 million and $102.7 million, respectively, net of $1.2 million and $2.1 million, respectively, in commissions paid to the sales agents.  The Partnership also received capital contributions from the General Partner of $1.5 million and $1.3 million, respectively, during the three months ended September 30, 2014 and 2013, and $2.5 million and $2.1 million, respectively, during the nine months ended September 30, 2014 and 2013, to maintain its 2.0% general partner interest in the Partnership.  The net proceeds from the common unit offerings and General Partner contributions were utilized for general partnership purposes.
	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 an initial $7.0 million per quarter pursuant to its incentive distribution rights.
	Common unit and General Partner distributions declared by the Partnership for quarters ending from March 31, 2013 through June 30, 2014 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
	31-Mar-14	15-May-14		0.62		49,998		6,099
	30-Jun-14	14-Aug-14		0.63		51,781		7,055
	On October 28, 2014, the Partnership declared a cash distribution of $0.64 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended September 30, 2014.  The $62.2 million distribution, including $8.1 million to the General Partner for its general partner interest and incentive distribution rights, will be paid on November 14, 2014 to unitholders of record at the close of business on November 10, 2014.
	Class D Preferred Units
	The Partnership’s Class D Preferred Units are presented combined with a net $27.4  million unaccreted beneficial conversion discount on the Partnership’s consolidated balance sheets as of September 30, 2014.  The Partnership recorded $11.4 million in each of the three months ended September 30, 2014 and 2013, and $34.1 million and $18.1 million for the nine months ended September 30, 2014 and 2013, respectively, 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 received distributions of additional Class D Preferred Units for the first four full quarterly periods following their issuance in May 2013, and, thereafter, will continue to receive distributions in Class D Preferred Units, cash or a combination of Class D Preferred Units and cash, at the discretion of the General Partner.  The Partnership recorded Class D Preferred Unit distributions in kind of $11.4 million and $9.1 million for the three months ended September 30, 2014 and 2013, respectively, and $31.5 million and $14.4 million for the nine months ended September 30, 2014 and 2013, respectively, as preferred unit dividends in kind on the Partnership’s consolidated statements of operations.  The Partnership distributed 294,439 and 138,598 Class D Preferred Units during the three months ended September 30, 2014 and 2013, respectively, and 875,207 and 138,598 Class D Preferred Units during the nine months ended September 30, 2014 and 2013, respectively, 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 October 28, 2014, the Partnership declared a cash distribution of $0.64 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended September 30, 2014. In addition, distributions for the Class D Preferred Units will be paid in kind for the quarter ended September 30, 2014.  Accordingly, on November 14, 2014, the Partnership will issue approximately 321,000 Class D Preferred Units as a preferred unit distribution in kind for the quarter ended September 30, 2014 to the preferred unitholders of record at the close of business on November 10, 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 $122.3 million in net proceeds.  The proceeds were used to pay down the Partnership’s 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 are 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 was paid on July 15, 2014 in an amount equal to $0.67604 per unit, or approximately $3.4 million, representing the distribution for the period March 17, 2014 through July 14, 2014.  Going forward, 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.  On October 15, 2014, the Partnership paid a cash distribution of $2.6 million on its outstanding Class E Preferred Units, representing the cash distribution for the period from July 15, 2014 through October 14, 2014.  For the three and nine months ended September 30, 2014, the Partnership allocated net income of $2.6 million and $5.6 million, respectively, 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	9 Months Ended
	Sep. 30, 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
		September 30,		December 31,		Useful Lives
		2014		2013		in Years
	Pipelines, processing and compression facilities	$	3,377,946	$	2,885,303	2 – 40
	Rights of way		205,914		203,136	40
	Buildings		10,447		10,291	40
	Furniture and equipment		13,884		13,800	3 – 7
	Other		15,165		15,805	3 – 10
			3,623,356		3,128,335
	Less – accumulated depreciation		-490,546		-404,143
		$	3,132,810	$	2,724,192
	The Partnership recorded depreciation expense on property, plant and equipment, including capital lease arrangements (see Note 13), of $30.9 million and $27.2 million for the three months ended September 30, 2014 and 2013, respectively, and $87.2 million and $73.7 million for the nine months ended September 30, 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 5.6% and 5.7% for the three months ended September 30, 2014 and 2013, respectively, and 5.6% and 5.9% for the nine months ended September 30, 2014 and 2013, respectively.  The amount of interest capitalized was $3.8 million and $1.5 million for the three months ended September 30, 2014 and 2013, respectively, and $9.9 million and $5.3 million for the nine months ended September 30, 2014 and 2013, respectively.

Goodwill_And_Intangible_Assets

Goodwill And Intangible Assets	9 Months Ended
	Sep. 30, 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).  The Partnership evaluates goodwill for impairment annually, on December 31, for all reporting units, except SouthTX, which is evaluated on April 30.  The Partnership tested the SouthTX reporting unit goodwill for impairment as of April 30, 2014.  The results indicated the fair value of the SouthTX reporting unit was higher than its carrying value, and thus, goodwill recorded on the SouthTX reporting unit was not impaired as of April 30, 2014.  The following table reflects the carrying amounts of goodwill by reporting unit at September 30, 2014 and December 31, 2013 (in thousands):
		September 30,		December 31,
		2014		2013
	Carrying amount of goodwill by reporting unit:
	Barnett system	$	951	$	951
	SouthOK system		170,381		170,381
	SouthTX system		186,050		188,859
	WestOK system		8,381		8,381
		$	365,763	$	368,572
	The change in goodwill is related to a $2.8 million decrease in goodwill related to an adjustment of the fair value of assets acquired and liabilities assumed from the TEAK Acquisition (See Note 3). The fair values assigned to the assets acquired in the TEAK Acquisition were finalized during the second quarter 2014. 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 September 30, 2014 and December 31, 2013 (in thousands):
						Estimated
		September 30,		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		-1,155		-779
	Customer relationships		-255,100		-194,022
			-256,255		-194,801
	Net carrying amount:
	Customer contracts		2,264		2,640
	Customer relationships		612,553		693,631
	Net carrying amount	$	614,817	$	696,271
	The weighted-average amortization period for customer contracts and customer relationships, as of September 30, 2014, is 9.8 years and 11.5 years, respectively.  The Partnership recorded amortization expense on intangible assets of $19.3 million and $23.9 million for the three months ended September 30, 2014 and 2013, respectively, and $61.5 million and $54.2 million for the nine months ended September 30, 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 - $18.6 million; 2015 through 2016 - $74.0 million per year; 2017 - $68.0 million; 2018 - $59.5 million.

Other_Assets

Other Assets	9 Months Ended
	Sep. 30, 2014
Other Assets	'
Other Assets	'
	NOTE 8 – OTHER ASSETS
	The following is a summary of other assets (in thousands):
		September 30,		December 31,
		2014		2013
	Deferred finance costs, net of accumulated amortization of $27,536 and $22,034 at September 30, 2014 and December 31 2013, respectively	$	38,535	$	41,094
	Security deposits		2,236		5,367
	Other long-term receivable		4,500		-
		$	45,271	$	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 $2.6 million and $0.1 million of deferred finance costs during the three months ended September 30, 2014 and 2013, respectively, and $2.9 million and $22.5 million deferred finance costs during the nine months ended September 30, 2014 and 2013, respectively, related to various financing activities (see Note 13).
	During the nine months ended September 30, 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 nine months ended September 30, 2014.  Amortization expense of deferred finance costs, excluding accelerated amortization expense, was $1.8 million for each of the three months ended September 30, 2014 and 2013, and $5.5 million and $5.1 million for the nine months ended September 30, 2014 and 2013, respectively, which is recorded within interest expense on the Partnership’s consolidated statements of operations.

Income_Taxes

Income Taxes	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 2014 and 2013 are summarized as follows (in thousands):
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
	Income tax benefit:
	Federal	$	-558	$	-732	$	-1,360	$	-765
	State		-65		-85		-159		-89
	Total income tax benefit	$	-623	$	-817	$	-1,519	$	-854
	The components of net deferred tax liabilities as of September 30, 2014 and December 31, 2013 consist of the following (in thousands):
		September 30,		December 31,
		2014		2013
	Deferred tax assets:
	Net operating loss tax carryforwards and alternative minimum tax credits	$	16,211	$	14,900
	Deferred tax liabilities:
	Excess of asset carrying value over tax basis		-47,982		-48,190
	Net deferred tax liabilities	$	-31,771	$	-33,290
	As of September 30, 2014, the Partnership had net operating loss carry forwards for federal income tax purposes of approximately $41.9 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	9 Months Ended
	Sep. 30, 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 September 30, 2014:
	Current portion of derivative assets		$	10,960		$	-2,943		$	8,017
	Long-term portion of derivative assets			6,647			-509			6,138
	Total derivative assets, net		$	17,607		$	-3,452		$	14,155
	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 September 30, 2014:
	Current portion of derivative assets		$	-2,943		$	2,943		$	-
	Long-term portion of derivative assets			-509			509			-
	Total derivative liabilities, net		$	-3,452		$	3,452		$	-
	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 September 30, 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		5,350		$	4.15		$	298
	2015			Natural gas		19,810			4.26			4,877
	2016			Natural gas		9,300			4.26			1,356
	2017			Natural gas		1,800			4.43			106
	2014			NGLs		19,278			1.25			-110
	2015			NGLs		71,442			1.22			2,642
	2016			NGLs		34,650			1.03			1,476
	2017			NGLs		10,080			1.04			565
	2014			Crude oil		69			91.71			90
	2015			Crude oil		210			90.26			444
	2016			Crude oil		30			90.00			110
	Total fixed price swaps											11,854
	Purchased put options
	2014			NGLs		2,520			0.96			26
	2015			NGLs		3,150			0.94			111
	2014			Crude oil		117			91.57			463
	2015			Crude oil		270			89.18			1,712
	Sold call options
	2014			NGLs		1,260			1.34			-
	2015			NGLs		1,260			1.28			-11
	Total options											2,301
	Total derivatives										$	14,155
	(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 table summarizes 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						For the Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Derivatives not designated as hedges
	Gain (loss) recognized in derivative gain (loss), net:
	Commodity contract - realized(1)	$	-2,529		$	-907		$	-18,983		$	3,573
	Commodity contract - unrealized(2)		26,684			-23,610			28,100			-13,066
Derivative gain (loss), net	$	24,155		$	-24,517		$	9,117		$	-9,493
(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 (loss) recognized on open derivative contracts, which have not yet settled.

Fair_Value_Of_Financial_Instru

Fair Value Of Financial Instruments	9 Months Ended
	Sep. 30, 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 September 30, 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 valued based upon observable market data related to the change in price of the underlying commodity.  The value for 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 assets and liabilities.  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 considered to be 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 September 30, 2014 and December 31, 2013 (in thousands):
		Level 1			Level 2			Level 3			Total
	30-Sep-14
	Assets
	Commodity swaps	$	-		$	8,166		$	7,129		$	15,295
	Commodity options		-			2,175			137			2,312
	Total assets		-			10,341			7,266			17,607
	Liabilities
	Commodity swaps		-			-885			-2,556			-3,441
	Commodity options		-			-			-11			-11
	Total liabilities		-			-885			-2,567			-3,452
	Total derivatives	$	-		$	9,456		$	4,699		$	14,155
	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 nine months ended September 30, 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)	70,560			-		5,040			200		5,040		-200		-
	Cash settlements from unrealized (gain) loss(2)(3)	-65,268			9,326		-5,670			402		-2,520		-63		9,665
	Net change in unrealized gain (loss)(2)	-			7,213		-			-273		-		189		7,129
	Deferred option premium recognition(3)	-			-		-			-402		-		63		-339
	Balance – September 30, 2014	135,450		$	4,573		5,670		$	137		2,520	$	-11	$	4,699
	________________________
	-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 September 30, 2014 and December 31, 2013 (in thousands):
		Gallons		Third Party Quotes(1)			Adjustments(2)			Total Amount
	As of September 30, 2014
	Propane swaps	114,408		$	1,403		$	-		$	1,403
	Isobutane swaps	1,260			-174			109			-65
	Normal butane swaps	1,260			321			31			352
	Natural gasoline swaps	18,522			3,787			-904			2,883
	Total NGL swaps – September 30, 2014	135,450		$	5,337		$	-764		$	4,573
	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 September 30, 2014:
Isobutane	$	109		1.1011		1.1117		1.1064
Normal butane		31		1.0292		1.0329		1.0311
Natural gasoline		-904		0.9704		0.9738		0.9721
Total Level 3 adjustments – September 30, 2014	$	-764
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 $20.5 million and $14.5 million of NGL linefill at September 30, 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 at fair value 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 an increase of $0.1 million and a decrease of $0.4 million as of September 30, 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.  During the quarter ended September 30, 2014, the contracts related to this linefill on the WestTX system were revised and the settlement and valuation was converted from a FIFO method to a fair value method.
The following table provides a summary of changes in fair value of the Partnership’s NGL linefill for the nine months ended September 30, 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		$	4,738		11,538		$	9,778		17,326	$	14,516
Deliveries into NGL linefill	1,050			1,013		55,432			35,936		56,482		36,949
NGL linefill sales	-			-		-49,165			-30,256		-49,165		-30,256
Adjustments for linefill contract revision	10,791			9,134		-10,791			-9,134		-		-
Net change in NGL linefill valuation(1)	-			-717		-			-		-		-717
Balance – September 30, 2014	17,629		$	14,168		7,014		$	6,324		24,643	$	20,492
_______________________
(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 September 30, 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 September 30, 2014 and December 31, 2013, which consists principally of borrowings under the revolving credit facility and the Senior Notes, were $1,705.2 million and $1,663.6 million, respectively, compared with the carrying amounts of $1,754.4 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 fair values assigned to the assets acquired and liabilities assumed in the TEAK acquisition were finalized during the second quarter 2014.

Accrued_Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2014
Accrued Liabilities	'
Accrued liabilities	'
	NOTE 12 – ACCRUED LIABILITIES
	The following is a summary of accrued liabilities (in thousands):
		September 30,		December 31,
		2014		2013
	Accrued capital expenditures	$	22,418	$	17,898
	Acquisition-related liabilities		5,543		8,933
	Accrued ad valorem and production taxes		17,808		3,551
	Distributions payable		2,609		-
	Unconditional purchase obligations		2,647		-
	Other		17,628		17,067
		$	68,653	$	47,449

Debt

Debt	9 Months Ended
	Sep. 30, 2014
Debt	'
Debt and Capital Leases	'
	NOTE 13 ─ DEBT
	Total debt consists of the following (in thousands):
		September 30,			December 31,
		2014			2013
	Revolving credit facility	$	200,000		$	152,000
	6.625% Senior notes – due 2020		504,050			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		317			754
	Total debt		1,754,367			1,707,310
	Less current maturities		-274			-524
	Total long term debt	$	1,754,093		$	1,706,786
	Cash payments for interest related to debt, net of capitalized interest, were $17.4 million and $17.8 million for the three months ended September 30, 2014 and 2013, respectively, and $60.3 million and $40.3 million for the nine months ended September 30, 2014 and 2013, respectively.
	Revolving Credit Facility
	At September 30, 2014, the Partnership had an $800.0 million senior secured revolving credit facility with a syndicate of banks that matures in August 2019.  The weighted average interest rate for borrowings on the revolving credit facility, at September 30, 2014, was 2.7%.  Up to $50.0 million of the revolving credit facility may be utilized for letters of credit, of which $3.4 million was outstanding at September 30, 2014.  These outstanding letters of credit amounts were not reflected as borrowings on the Partnership’s consolidated balance sheets.  At September 30, 2014, the Partnership had $596.6 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 August 28, 2014, the Partnership entered into a Second Amended and Restated Credit Agreement (the “Revised Credit Agreement”) which, among other changes:
		·		extended the maturity date to August 28, 2019;
		·		increased the revolving credit commitment from $600 million to $800 million and the incremental revolving credit amount from $200 million to $250 million;
		·		reduced by 0.25% the applicable margin used to determine interest rates for LIBOR Rate Loans, as defined in the Revised Credit Agreement, and for Base Rate Loans, as defined in the Revised Credit Agreement, depending on the Partnership’s Consolidated Funded Debt Ratio, as defined in the Revised Credit Agreement;
		·		allows the Partnership to request incremental term loans, provided the sum of any revolving credit commitments and incremental term loans may not exceed $1.05 billion; and
		·		changed the per annum interest rate on borrowings to (i) the higher of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) three-month LIBOR plus 1.0%, or (ii) the LIBOR rate for the applicable period (each plus the applicable margin).  Previously, part (c) was stated as: one-month LIBOR plus 1.0%.
	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 September 30, 2014, the Partnership was in compliance with all covenants under the credit facility.
	Senior Notes
	At September 30, 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 $4.1 million unamortized premium as of September 30, 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 September 30, 2014.
	4.75% Senior Notes
	On May 10, 2013, the Partnership issued $400.0 million of the 4.75% Senior Notes in a private placement transaction. The 4.75% Senior Notes were issued at par. The Partnership received net proceeds of $391.2 million after underwriting commissions and other transactions costs and utilized the proceeds to repay a portion of the outstanding indebtedness under the revolving credit agreement as part of the TEAK Acquisition (see Note 3).
	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 January 28, 2013 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 September 30, 2014 and December 31, 2013, which are included within property, plant and equipment (see Note 6) (in thousands):
		September 30,			December 31,
		2014			2013
	Pipelines, processing and compression facilities	$	946		$	2,281
	Less – accumulated depreciation		-175			-330
		$	771		$	1,951
	During the three and nine months ended September 30, 2014, the Partnership took ownership of $0.2 million and $1.3 million, respectively, of facilities in connection with the conclusion of capital leases.  Depreciation expense for leased properties was $27 thousand and $44 thousand for the three months ended September 30, 2014 and 2013, respectively, and $91 thousand and $293 thousand for the nine months ended September 30, 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	9 Months Ended
	Sep. 30, 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 $7.2 million during each of the three month periods ended September 30, 2014 and 2013, and $22.4 million and $24.8 million for the nine months ended September 30, 2014 and 2013, respectively.  The unrecorded future fixed and determinable portion of the obligations as of September 30, 2014 was as follows: remainder of 2014 - $4.7 million; 2015 - $21.3 million; 2016 to 2017 - $23.9 million per year; and 2018 - $21.8 million.
	The Partnership had committed approximately $165.8 million for the purchase of property, plant and equipment at September 30, 2014.
	The Partnership is involved in class action lawsuits arising from events occurring subsequent to September 30, 2014 (see Note 19 and “Part II. Other Information – Item 1. Legal Proceedings” for more information regarding these lawsuits).
	The Partnership is also party to various routine legal proceedings arising out of the ordinary course of its business.  Management of the Partnership believes 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	9 Months Ended
	Sep. 30, 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 September 30, 2014, the Partnership had 1,755,028 phantom units outstanding under the Partnership’s LTIPs, with 122,968 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
	Phantom units granted to employees under the LTIPs generally have vesting periods of four years.  However, in February 2014, the Partnership granted 227,000 phantom units with 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 September 30, 2014, there were 619,378 phantom units outstanding under the LTIPs that will vest within twelve months.
	The Partnership is authorized to withhold common units from employees to cover employee tax obligations when certain phantom units have vested.  During the three and nine months ended September 30, 2014, the Partnership withheld and retired 52,741 common units, for a cost of $1.7 million.  The withheld and retired units were recorded as a reduction of equity on the Partnership’s consolidated balance sheet.  There were no common units withheld and retired during the three and nine months ended September 30, 2013.
	All phantom units outstanding under the LTIPs at September 30, 2014 include distribution equivalent rights (“DERs”), which are rights 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 $1.2 million and $1.0 million during the three months ended September 30, 2014 and 2013, respectively, and $3.1 million and $2.2 million during the nine months ended September 30, 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 September 30,						Nine Months Ended September 30,
		2014			2013			2014			2013
		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)
	Outstanding, beginning of period	2,046,819	$	35.45	909,012	$	33.54	1,446,553	$	36.32	1,053,242	$	33.21
	Granted	16,153		35.27	697,122		39.07	738,727		33.03	740,897		38.97
	Forfeited	-17,175		36.81	-24,200		36.74	-20,825		37.06	-26,300		36.44
	Vested and issued(2)(3)	-290,769		36.21	-59,112		27.81	-409,427		34.68	-245,017	`	31.44
	Outstanding, end of period(4)(5)	1,755,028	$	35.31	1,522,822	$	36.24	1,755,028	$	35.31	1,522,822	$	36.24
	Vested and not issued(6)	12,774	$	34.22	2,450	$	32.95	12,774	$	34.22	2,450	$	32.95
	Non-cash compensation expense recognized (in thousands)		$	6,376		$	5,998		$	19,258		$	13,818
	__________________________________
	-1
	Fair value based upon weighted average grant date price.
	-2
	The intrinsic values for phantom unit awards exercised during the three months ended September 30, 2014 and 2013 were $9.7 million and $2.2 million, respectively, and $13.5 million and $8.9 million during the nine months ended September 30, 2014 and 2013, respectively.
	-3
	During the three months ended September 30, 2014, there were 1,383 vested phantom units, which were settled for $49 thousand cash.  There were no vested phantom units settled in cash during the three months ended September 30, 2013.  During the nine months ended September 30, 2014 and 2013, there were 4,409 and 1,677 vested phantom units, respectively, which were settled for $145 thousand and $58 thousand cash, respectively.
	-4
	The aggregate intrinsic value for phantom unit awards outstanding at September 30, 2014 and December 31, 2013 was $64.0 million and $50.7 million, respectively.
	-5
	There were 26,812 and 22,539 outstanding phantom unit awards at September 30, 2014 and December 31, 2013, respectively, which were classified as liabilities due to a cash option available on the related phantom unit awards.
	-6
	The aggregate intrinsic value for phantom unit awards vested but not issued at September 30, 2014 was $0.4 million. There were no vested but not issued phantom unit awards at December 31, 2013.
	At September 30, 2014, the Partnership had approximately $35.0 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	9 Months Ended
	Sep. 30, 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 during each of the three month periods ended September 30, 2014 and 2013, and $3.8 million during each of the  nine month periods ended September 30, 2014 and 2013, 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 nine months ended September 30, 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 in compression and gathering fees for each of the three months ended September 30, 2014 and 2013, and $0.2 million in compression and gathering fees for each of the nine months ended September 30, 2014 and 2013.

Segment_Information

Segment Information	9 Months Ended
	Sep. 30, 2014
Segment Information	'
Segment Information	'
	NOTE 17 ─ SEGMENT INFORMATION
	As a result of the sale of the Partnership’s subsidiaries that owned an interest in WTLPG on May 14, 2014 (see Note 4), the Partnership assessed its reportable segments and realigned its reportable segments into two new segments: Oklahoma Gathering and Processing (“Oklahoma”) and Texas Gathering and Processing (“Texas”).  These reportable segments reflect the way the Partnership will manage its operations going forward.  The Partnership has adjusted its segment presentation from the amounts previously presented to reflect the realignment of the segments.
	The Oklahoma segment consists of the SouthOK and WestOK operations, which are comprised of natural gas gathering, processing and treating assets servicing drilling activity in the Anadarko and Arkoma Basins and which were formerly included within the previous Gathering and Processing segment.  Oklahoma revenues are primarily derived from the sale of residue gas and NGLs and the gathering, processing and treating of natural gas within the state of Oklahoma.
	The Texas segment consists of (1) the SouthTX and WestTX operations, which are comprised of natural gas gathering and processing assets servicing drilling activity in the Permian Basin and the Eagle Ford Shale play in south Texas; and (2) the natural gas gathering assets located in the Barnett Shale play in Texas.  These assets were formerly included within the previous Gathering and Processing segment.  Texas revenues are primarily derived from the sale of residue gas and NGLs and the gathering and processing of natural gas within the state of Texas.
	The previous Transportation and Treating segment, which consisted of (1) the gas treating operations, which own contract gas treating facilities located in various shale plays; and (2) the former subsidiaries’ interest in WTLPG, has been eliminated and the financial information is now included within Corporate and Other.  The natural gas gathering assets located in the Appalachian Basin in Tennessee, which were formerly included in the previous Gathering and Processing Segment, are now included within Corporate and Other.
	The following summarizes the Partnership’s reportable segment data for the periods indicated (in thousands):
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Three Months Ended September 30, 2014:
	Revenue:
	Revenues – third party(1)	$	439,078	$	296,656	$	25,383	$	761,117
	Revenues – affiliates		-		-		65		65
	Total revenues		439,078		296,656		25,448		761,182
	Costs and Expenses:
	Natural gas and liquids cost of sales		352,960		233,488		-		586,448
	Operating expenses		16,701		12,538		598		29,837
	General and administrative(1)		-		-		18,074		18,074
	Other expenses		-		-		-1		-1
	Depreciation and amortization		25,181		23,851		1,141		50,173
	Interest expense(1)		-		-		22,553		22,553
	Total costs and expenses		394,842		269,877		42,365		707,084
	Equity loss in joint ventures		-		-4,711		-		-4,711
	Loss on asset disposition		-		-		-636		-636
	Income (loss) before tax		44,236		22,068		-17,553		48,751
	Income tax benefit		-623		-		-		-623
	Net income (loss)	$	44,859	$	22,068	$	-17,553	$	49,374
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Three Months Ended September 30, 2013:
	Revenue:
	Revenues – third party(1)	$	354,039	$	226,364	$	-22,607	$	557,796
	Revenues – affiliates		-		-		74		74
	Total revenues		354,039		226,364		-22,533		557,870
	Costs and Expenses:
	Natural gas and liquids cost of sales		279,846		183,718		-		463,564
	Operating expenses		14,373		9,891		542		24,806
	General and administrative(1)		-		-		17,887		17,887
	Other expenses		-		-		685		685
	Depreciation and amortization		26,103		23,391		1,586		51,080
	Interest expense(1)		-		-		24,347		24,347
	Total costs and expenses		320,322		217,000		45,047		582,369
	Equity income (loss) in joint ventures		-		-3,271		1,389		-1,882
	Income (loss) before tax		33,717		6,093		-66,191		-26,381
	Income tax benefit		-817		-		-		-817
	Net income (loss)	$	34,534	$	6,093	$	-66,191	$	-25,564
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Nine Months Ended September 30, 2014:
	Revenue:
	Revenues – third party(1)	$	1,305,448	$	856,436	$	13,047	$	2,174,931
	Revenues – affiliates		-		-		211		211
	Total revenues		1,305,448		856,436		13,258		2,175,142
	Costs and Expenses:
	Natural gas and liquids cost of sales		1,045,315		697,486		-		1,742,801
	Operating expenses		45,844		34,452		1,652		81,948
	General and administrative(1)		-		-		54,430		54,430
	Other expenses		-		-		16		16
	Depreciation and amortization		76,832		68,346		3,454		148,632
	Interest expense(1)		-		-		69,275		69,275
	Total costs and expenses		1,167,991		800,284		128,827		2,097,102
	Equity income (loss) in joint ventures		-		-13,076		2,612		-10,464
	Gain on asset disposition		-		-		47,829		47,829
	Income (loss) before tax		137,457		43,076		-65,128		115,405
	Income tax benefit		-1,519		-		-		-1,519
	Net income (loss)	$	138,976	$	43,076	$	-65,128	$	116,924
		Oklahoma		Texas		Corporate  and Other		Consolidated
Nine Months Ended September 30, 2013:
Revenue:
Revenues – third party(1)	$	1,011,669	$	519,493	$	-4,663	$	1,526,499
Revenues – affiliates		-		-		222		222
Total revenues		1,011,669		519,493		-4,441		1,526,721
Costs and Expenses:
Natural gas and liquids cost of sales		789,746		423,574		-		1,213,320
Operating expenses		46,361		23,575		1,499		71,435
General and administrative(1)		-		-		44,231		44,231
Other expenses		-		-		19,585		19,585
Depreciation and amortization		77,605		45,562		4,754		127,921
Interest expense(1)		-		-		65,614		65,614
Total costs and expenses		913,712		492,711		135,683		1,542,106
Equity income (loss) in joint ventures		-		-5,430		5,116		-314
Loss on asset disposition		-1,519		-		-		-1,519
Loss on early extinguishment of debt		-		-		-26,601		-26,601
Income (loss) before tax		96,438		21,352		-161,609		-43,819
Income tax benefit		-854		-		-		-854
Net income (loss)	$	97,292	$	21,352	$	-161,609	$	-42,965
_____________________________
(1)  Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to the reportable segments as it would be unfeasible to reasonably do so.
	Three Months Ended September 30,				Nine Months Ended September 30,
Capital Expenditures:	2014		2013		2014		2013
Oklahoma	$	111,261	$	48,612	$	237,813	$	167,415
Texas		80,865		62,779		234,177		157,552
Corporate and other		442		761		1,157		2,894
	$	192,568	$	112,152	$	473,147	$	327,861
	September 30,		December 31,
Balance Sheet	2014		2013
Equity method investment in joint ventures:
Texas	$	180,602	$	162,511
Corporate and other		-		85,790
	$	180,602	$	248,301
Goodwill:
Oklahoma	$	178,762	$	178,762
Texas		187,001		189,810
	$	365,763	$	368,572
Total assets:
Oklahoma	$	2,487,585	$	2,265,231
Texas		2,039,900		1,872,165
Corporate and other		110,927		190,449
	$	4,638,412	$	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				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
Natural gas and liquids sales:
Natural gas	$	280,598	$	181,345	$	836,847	$	514,715
NGLs		353,294		315,824		1,055,744		803,894
Condensate		40,806		37,511		112,694		92,520
Other		-810		1,039		-718		-332
Total	$	673,888	$	535,719	$	2,004,567	$	1,410,797

Supplemental_Condensed_Consoli

Supplemental Condensed Consolidating Financial Information	9 Months Ended
	Sep. 30, 2014
Disclosure Text Block Supplement [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 September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013 include the financial statements of Atlas Pipeline Mid-Continent WestOK, LLC (“WestOK, LLC”), Atlas Pipeline Mid-Continent WestTex, LLC (“WestTex, LLC”) and Centrahoma Processing, LLC (“Centrahoma”), as well as the equity interests in WTLPG held by two of the Partnership’s subsidiaries, prior to their sale on May 14, 2014 (see Note 4), and the equity interests in the T2 Joint Ventures.  Under the terms of the Senior Notes and the revolving credit facility, WestOK, LLC, WestTex, LLC, Centrahoma and the T2 Joint Ventures 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 September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 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
	30-Sep-14	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Assets
	Cash and cash equivalents	$	-	$	172	$	6,564	$	-	$	6,736
	Accounts receivable − affiliates		-		238,278		-		-238,278		-
	Other current assets		65		50,764		236,463		-1,017		286,275
	Total current assets		65		289,214		243,027		-239,295		293,011
	Property, plant and equipment, net		-		887,502		2,245,308		-		3,132,810
	Intangible assets, net		-		539,984		74,833		-		614,817
	Goodwill		-		320,869		44,894		-		365,763
	Equity method investment in joint ventures		-		-		180,602		-		180,602
	Long term portion of derivative assets		-		6,138		-		-		6,138
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		4,207,593		939,310		-		-5,146,903		-
	Other assets, net		38,535		6,286		450		-		45,271
	Total assets	$	4,246,193	$	2,989,303	$	4,642,042	$	-7,239,126	$	4,638,412
	Liabilities and Equity
	Accounts payable – affiliates	$	10,949	$	-	$	232,802	$	-238,278	$	5,473
	Other current liabilities		14,072		57,142		301,970		-		373,184
	Total current liabilities		25,021		57,142		534,772		-238,278		378,657
	Long-term debt, less current portion		1,754,050		43		-		-		1,754,093
	Deferred income taxes, net		-		31,771		-		-		31,771
	Other long-term liabilities		191		769		6,000		-		6,960
	Equity		2,466,931		2,899,578		4,101,270		-7,000,848		2,466,931
	Total liabilities and equity	$	4,246,193	$	2,989,303	$	4,642,042	$	-7,239,126	$	4,638,412
	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 liabilities		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 September 30, 2014
	Total revenues	$	-	$	165,650	$	596,193	$	-661	$	761,182
	Total costs and expenses		-22,708		-148,128		-536,909		661		-707,084
	Equity income (loss)		68,053		50,544		-4,711		-118,597		-4,711
	Gain on asset disposition		-		-636		-		-		-636
	Income (loss), before tax		45,345		67,430		54,573		-118,597		48,751
	Income tax benefit		-		-623		-		-		-623
	Net income (loss)		45,345		68,053		54,573		-118,597		49,374
	Income attributable to non-controlling interest		-		-		-4,029		-		-4,029
Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
Preferred unit dividends in kind		-11,408		-		-		-		-11,408
Preferred unit dividends		-2,609		-		-		-		-2,609
Net income (loss) attributable to common limited partners and the General Partner	$	19,950	$	68,053	$	50,544	$	-118,597	$	19,950
Three Months Ended September 30, 2013
Total revenues	$	-	$	123,858	$	453,862	$	-19,850	$	557,870
Total costs and expenses		-23,510		-172,901		-405,503		19,545		-582,369
Equity income (loss)		-3,568		43,081		-1,882		-39,513		-1,882
Income (loss), before tax		-27,078		-5,962		46,477		-39,818		-26,381
Income tax benefit		-		-817		-		-		-817
Net income (loss)		-27,078		-5,145		46,477		-39,818		-25,564
Income attributable to non-controlling interest		-		-		-1,514		-		-1,514
Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
Preferred unit dividends in kind		-9,072		-		-		-		-9,072
Net income (loss) attributable to common limited partners and the General Partner	$	-47,528	$	-5,145	$	44,963	$	-39,818	$	-47,528
Statements of Operations			Guarantor		Non-Guarantor		Consolidating
	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Nine Months Ended September 30, 2014
Total revenues	$	-	$	441,990	$	1,740,979	$	-7,827	$	2,175,142
Total costs and expenses		-69,728		-473,344		-1,561,857		7,827		-2,097,102
Equity income (loss)		176,196		158,201		-10,464		-334,397		-10,464
Gain on asset disposition		-		47,829		-		-		47,829
Income (loss), before tax		106,468		174,676		168,658		-334,397		115,405
Income tax benefit		-		-1,519		-		-		-1,519
Net income (loss)		106,468		176,195		168,658		-334,397		116,924
Income attributable to non-controlling interest		-		-		-10,456		-		-10,456
Preferred unit imputed dividend effect		-34,134		-		-		-		-34,134
Preferred unit dividends in kind		-31,533		-		-		-		-31,533
Preferred unit dividends		-5,624		-		-		-		-5,624
Net income (loss) attributable to common limited partners and the General Partner	$	35,177	$	176,195	$	158,202	$	-334,397	$	35,177
Nine Months Ended September 30, 2013
Total revenues	$	-	$	373,713	$	1,214,750	$	-61,742	$	1,526,721
Total costs and expenses		-63,441		-452,077		-1,087,432		60,844		-1,542,106
Equity income (loss)		42,384		121,997		-314		-164,381		-314
Loss on early extinguishment of debt		-26,601		-		-		-		-26,601
Loss on asset disposition		-		-1,519		-		-		-1,519
Income (loss), before tax		-47,658		42,114		127,004		-165,279		-43,819
Income tax benefit		-		-854		-		-		-854
Net income (loss)		-47,658		42,968		127,004		-165,279		-42,965
Income attributable to non-controlling interest		-		-		-4,693		-		-4,693
Preferred unit imputed dividend effect		-18,107		-		-		-		-18,107
Preferred unit dividends in kind		-14,413		-		-		-		-14,413
Net income (loss) attributable to common limited partners and the General Partner	$	-80,178	$	42,968	$	122,311	$	-165,279	$	-80,178
Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Nine Months Ended September 30, 2014
Net cash provided by (used in):
Operating activities	$	158,349	$	224,688	$	226,701	$	-375,577	$	234,161
Investing activities		-276,535		-237,278		-177,918		341,642		-350,089
Financing  activities		118,186		12,594		-46,965		33,935		117,750
Net change in cash and cash equivalents		-		4		1,818		-		1,822
Cash and cash equivalents, beginning of period		-		168		4,746		-		4,914
Cash and cash equivalents, end of period	$	-	$	172	$	6,564	$	-	$	6,736
Nine Months Ended September 30, 2013
Net cash provided by (used in):
Operating activities	$	-392,444	$	100,288	$	197,958	$	245,319	$	151,121
Investing activities		-818,206		-822,467		-455,359		757,883		-1,338,149
Financing  activities		1,210,650		722,188		264,433		-1,003,202		1,194,069
Net change in cash and cash equivalents		-		9		7,032		-		7,041
Cash and cash equivalents, beginning of period		-		157		3,241		-		3,398
Cash and cash equivalents, end of period	$	-	$	166	$	10,273	$	-	$	10,439

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2014
Subsequent Events	'
Subsequent Events	'
	NOTE 19 – SUBSEQUENT EVENTS
	On October 13, 2014, the Partnership, ATLS and the General Partner entered into a definitive merger agreement with Targa Resources Corp. (“TRC”), Targa Resources Partners LP (“TRP”) and certain other parties (the “Merger Agreement”), pursuant to which TRP agreed to acquire the Partnership through a merger of a newly formed wholly-owned subsidiary of TRP with and into the Partnership (the “Merger”).  Upon completion of the Merger, holders of the Partnership’s common units will have the right to receive (i) 0.5846 TRP common units and (ii) $1.26 in cash for each Partnership common unit.    Subject to the terms and conditions of the Merger Agreement, the Partnership has agreed to exercise its right under the certificate of designation of the Class D Preferred Units to convert all outstanding Class D Preferred Units into common units and to exercise its right under the certificate of designation of the Class E Preferred Units to redeem the Class E Preferred Units, and TRP has agreed to deposit the funds for such redemption with the paying agent.
	Concurrently with the Merger Agreement, ATLS announced that it entered into a definitive merger agreement with TRC (the “ATLS Merger Agreement”), pursuant to which TRC agreed to acquire ATLS through a merger of a newly formed wholly-owned subsidiary of TRC with and into ATLS (the “ATLS Merger”).
	Concurrently with the Merger Agreement and the ATLS Merger Agreement, ATLS agreed to (i) transfer its assets and liabilities, other than those related to the Partnership, to Atlas Energy Group, LLC (“Atlas Energy Group”), which is currently a subsidiary of ATLS and (ii) immediately prior to the ATLS Merger, effect a pro rata distribution to the ATLS unitholders of common units of Atlas Energy Group representing a 100% interest in Atlas Energy Group (the “Spin-Off”).
	The closing of the Merger is subject to approval by the Partnership’s unitholders and other closing conditions, including the completion of the ATLS Merger and the Spin-Off. Completion of each of the ATLS Merger and Spin-Off are also conditioned on the parties standing ready to complete the Merger.
	Following the announcement on October 13, 2014 of the Merger, the Partnership, the General Partner, ATLS, TRC, TRP, Targa Resources GP LLC, Trident MLP Merger Sub LLC and the members of the managing board of the General Partner have been named as defendants in three putative unitholder class action lawsuits challenging the Merger.  In addition, ATLS, Atlas Energy GP, LLC, TRC, Trident GP Sub and the members of ATLS’s board have been named as defendants in two putative unitholder class action lawsuits challenging the ATLS Merger.
	The lawsuits filed generally allege that the individual defendants breached their fiduciary duties and/or contractual obligations by, among other things, failing to obtain sufficient value for the Partnership’s unitholders in the Merger.  The plaintiffs seek, among other things, injunctive relief, unspecified compensatory and/or rescissory damages, attorneys’ fees, other expenses and costs.  At this time, the Partnership cannot reasonably estimate the range of possible loss as a result of the lawsuit.  See “Part II. Other Information ‒ Item 1. Legal Proceedings” for more information regarding the class action lawsuit filed against the Partnership.
	On October 15, 2014, the Partnership paid a cash distribution of $0.515625 per unit, or approximately $2.6 million, on its Class E Preferred Units, representing the cash distribution for the period July 15, 2014 through October 14, 2014.
	On October 28, 2014, the Partnership declared a cash distribution of $0.64 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended September 30, 2014.  The $62.2 million distribution, including $8.1 million to the General Partner for its general partner interest and incentive distribution rights, will be paid on November 14, 2014 to unitholders of record at the close of business on November 10, 2014 (see Note 5). The Partnership also determined that distributions for the Class D Preferred Units would be paid in-kind for the quarter ended September 30, 2014.  Accordingly, the Partnership will issue approximately 321,000 additional Class D Preferred Units to the holders of the Class D Preferred Units as a preferred unit distribution in kind for the quarter ended September 30, 2014.

Summary_Of_Significant_Account1

Summary Of Significant Accounting Policies (Policy)	9 Months Ended
	Sep. 30, 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 (“VIE”) 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 that 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 15), 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					Nine Months Ended
		September 30,					September 30,
		2014			2013		2014		2013
	Net income (loss)	$	49,374		$	-25,564	$	116,924	$	-42,965
	Income attributable to non-controlling interests		-4,029			-1,514		-10,456		-4,693
	Preferred unit imputed dividend effect		-11,378			-11,378		-34,134		-18,107
	Preferred unit dividends in kind		-11,408			-9,072		-31,533		-14,413
	Preferred unit dividends		-2,609			-		-5,624		-
	Net income (loss) attributable to common limited partners and the General Partner		19,950			-47,528		35,177		-80,178
	General Partner’s cash incentive distributions		6,865			4,901		17,708		12,678
	General Partner’s ownership interest		263			-1,053		351		-1,866
	Net income attributable to the General Partner’s ownership interests		7,128			3,848		18,059		10,812
	Net income (loss) attributable to common limited partners		12,822			-51,376		17,118		-90,990
	Net income attributable to participating securities – phantom units(1)		248			-		300		-
	Net income attributable to participating securities – Class D Preferred Units(2)		1,907			-		2,542		-
	Net income attributable to participating securities		2,155			-		2,842		-
	Net income (loss) utilized in the calculation of net income (loss) attributable to common limited partners per unit	$	10,667		$	-51,376	$	14,276	$	-90,990
	-1	Net income 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 and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,455,000 and 1,160,000 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 income 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, plus a contractual yield premium of 1.5%, as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014	2013
	Weighted average number of common limited  partner units – basic	82,892		78,398		81,497	72,512
	Add effect of dilutive securities – phantom  units(1)	1,918		-		1,706	-
	Add effect of convertible preferred limited partner units(2)	14,558		-		14,262	-
	Weighted average common limited partner units – diluted	99,368		78,398		97,465	72,512
	-1	For the three and nine months ended September 30, 2013, approximately 1,455,000 and 1,160,000 weighted average phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three and nine months ended September 30, 2013, approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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 and applicable product prices.  The Partnership had unbilled revenues at September 30, 2014 and December 31, 2013 of $181.3 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 September 30, 2014 and December 31, 2013, the Partnership reclassified the balances related to book overdrafts of $11.1 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.  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 ASU 2013-11 on January 1, 2014.  The application had no material impact on the Partnership’s financial position or results of operations.
Recently Issued Accounting Standards	'
	Recently Issued Accounting Standards
	In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  ASU 2014-09 will supersede the revenue recognition requirements in Topic 605 “Revenue Recognition”, and most industry-specific guidance.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
	The amendments in ASU 2014-09 are effective for interim and annual reporting periods beginning after December 15, 2016.  Early application is not permitted.  An entity should apply the amendments in this ASU using one of the following methods: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application.
	These requirements will be applied upon the application of ASU 2014-09 on January 1, 2017.  The Partnership is currently in the process of evaluating which method to use for application of ASU 2014-09 and is still determining the impacts of ASU 2014-09 on its financial position, results of operations and disclosures.
	In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.  The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early application is permitted.  The Partnership plans on applying the new standard for the annual period ending December 31, 2016.  The Partnership does not expect the new standard to have an impact on its disclosures.

Summary_Of_Significant_Account2

Summary Of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2014
Summary Of Significant Accounting Policies	'
Schedule Of Net Income (Loss) Allocated To The General Partner And Common Limited Partners	'
		Three Months Ended					Nine Months Ended
		September 30,					September 30,
		2014			2013		2014		2013
	Net income (loss)	$	49,374		$	-25,564	$	116,924	$	-42,965
	Income attributable to non-controlling interests		-4,029			-1,514		-10,456		-4,693
	Preferred unit imputed dividend effect		-11,378			-11,378		-34,134		-18,107
	Preferred unit dividends in kind		-11,408			-9,072		-31,533		-14,413
	Preferred unit dividends		-2,609			-		-5,624		-
	Net income (loss) attributable to common limited partners and the General Partner		19,950			-47,528		35,177		-80,178
	General Partner’s cash incentive distributions		6,865			4,901		17,708		12,678
	General Partner’s ownership interest		263			-1,053		351		-1,866
	Net income attributable to the General Partner’s ownership interests		7,128			3,848		18,059		10,812
	Net income (loss) attributable to common limited partners		12,822			-51,376		17,118		-90,990
	Net income attributable to participating securities – phantom units(1)		248			-		300		-
	Net income attributable to participating securities – Class D Preferred Units(2)		1,907			-		2,542		-
	Net income attributable to participating securities		2,155			-		2,842		-
	Net income (loss) utilized in the calculation of net income (loss) attributable to common limited partners per unit	$	10,667		$	-51,376	$	14,276	$	-90,990
	-1	Net income 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 and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 1,455,000 and 1,160,000 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 income 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, plus a contractual yield premium of 1.5%, as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding).  For the three and nine months ended September 30, 2013, net loss attributable to common limited partners’ ownership interest is not allocated to approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014	2013
	Weighted average number of common limited  partner units – basic	82,892		78,398		81,497	72,512
	Add effect of dilutive securities – phantom  units(1)	1,918		-		1,706	-
	Add effect of convertible preferred limited partner units(2)	14,558		-		14,262	-
	Weighted average common limited partner units – diluted	99,368		78,398		97,465	72,512
	-1	For the three and nine months ended September 30, 2013, approximately 1,455,000 and 1,160,000 weighted average phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
	-2	For the three and nine months ended September 30, 2013, approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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])	9 Months Ended
	Sep. 30, 2014
TEAK Midstream LLC [Member]	'
Final 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		197,683
	Intangible assets		430,000
	Goodwill		186,050
	Equity method investment in joint ventures		184,327
	Total assets acquired		1,018,815
	Accounts payable and accrued liabilities		-34,995
	Other long term liabilities		-1,075
	Total liabilities acquired		-36,070
	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)	9 Months Ended
	Sep. 30, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
Schedule of equity method investments in joint ventures	'
			September 30,			December 31,
			2014			2013
	WTLPG		$	-		$	85,790
	T2 LaSalle			56,449			50,534
	T2 Eagle Ford			110,845			97,437
	T2 EF Co-Gen			13,308			14,540
	Equity method investment in joint ventures		$	180,602		$	248,301
Schedule of earnings from equity method investments	'
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2014			2013			2014		2013
	WTLPG	$	-		$	1,389		$	2,611	$	5,116
	T2 LaSalle		-1,246			-1,263			-3,724		-2,162
	T2 Eagle Ford		-2,611			-1,120			-7,349		-2,198
	T2 EF Co-Gen		-854			-888			-2,002		-1,070
	Equity loss in joint ventures	$	-4,711		$	-1,882		$	-10,464	$	-314

Equity_Tables

Equity (Tables)	9 Months Ended
	Sep. 30, 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
	31-Mar-14	15-May-14		0.62		49,998		6,099
	30-Jun-14	14-Aug-14		0.63		51,781		7,055

Property_Plant_And_Equipment_T

Property, Plant And Equipment (Tables)	9 Months Ended
	Sep. 30, 2014
Property, Plant And Equipment	'
Property, Plant And Equipment	'
						Estimated
		September 30,		December 31,		Useful Lives
		2014		2013		in Years
	Pipelines, processing and compression facilities	$	3,377,946	$	2,885,303	2 – 40
	Rights of way		205,914		203,136	40
	Buildings		10,447		10,291	40
	Furniture and equipment		13,884		13,800	3 – 7
	Other		15,165		15,805	3 – 10
			3,623,356		3,128,335
	Less – accumulated depreciation		-490,546		-404,143
		$	3,132,810	$	2,724,192

Goodwill_And_Intangible_Assets1

Goodwill And Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2014
Goodwill and Intangible Assets	'
Schedule of Goodwill	'
		September 30,		December 31,
		2014		2013
	Carrying amount of goodwill by reporting unit:
	Barnett system	$	951	$	951
	SouthOK system		170,381		170,381
	SouthTX system		186,050		188,859
	WestOK system		8,381		8,381
		$	365,763	$	368,572
Schedule Of Intangible Assets	'
						Estimated
		September 30,		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		-1,155		-779
	Customer relationships		-255,100		-194,022
			-256,255		-194,801
	Net carrying amount:
	Customer contracts		2,264		2,640
	Customer relationships		612,553		693,631
	Net carrying amount	$	614,817	$	696,271

Other_Assets_Tables

Other Assets (Tables)	9 Months Ended
	Sep. 30, 2014
Other Assets	'
Schedule Of Other Assets	'
		September 30,		December 31,
		2014		2013
	Deferred finance costs, net of accumulated amortization of $27,536 and $22,034 at September 30, 2014 and December 31 2013, respectively	$	38,535	$	41,094
	Security deposits		2,236		5,367
	Other long-term receivable		4,500		-
		$	45,271	$	46,461

Income_Taxes_Tables

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2014
Income Taxes	'
Schedule Of Components Of Income Tax Benefit	'
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
	Income tax benefit:
	Federal	$	-558	$	-732	$	-1,360	$	-765
	State		-65		-85		-159		-89
	Total income tax benefit	$	-623	$	-817	$	-1,519	$	-854
Schedule Of Deferred Tax Assets And Liabilities	'
		September 30,		December 31,
		2014		2013
	Deferred tax assets:
	Net operating loss tax carryforwards and alternative minimum tax credits	$	16,211	$	14,900
	Deferred tax liabilities:
	Excess of asset carrying value over tax basis		-47,982		-48,190
	Net deferred tax liabilities	$	-31,771	$	-33,290

Derivative_Instruments_Tables

Derivative Instruments (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2014:
	Current portion of derivative assets		$	10,960		$	-2,943		$	8,017
	Long-term portion of derivative assets			6,647			-509			6,138
	Total derivative assets, net		$	17,607		$	-3,452		$	14,155
	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 September 30, 2014:
	Current portion of derivative assets		$	-2,943		$	2,943		$	-
	Long-term portion of derivative assets			-509			509			-
	Total derivative liabilities, net		$	-3,452		$	3,452		$	-
	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		5,350		$	4.15		$	298
	2015			Natural gas		19,810			4.26			4,877
	2016			Natural gas		9,300			4.26			1,356
	2017			Natural gas		1,800			4.43			106
	2014			NGLs		19,278			1.25			-110
	2015			NGLs		71,442			1.22			2,642
	2016			NGLs		34,650			1.03			1,476
	2017			NGLs		10,080			1.04			565
	2014			Crude oil		69			91.71			90
	2015			Crude oil		210			90.26			444
	2016			Crude oil		30			90.00			110
	Total fixed price swaps											11,854
	Purchased put options
	2014			NGLs		2,520			0.96			26
	2015			NGLs		3,150			0.94			111
	2014			Crude oil		117			91.57			463
	2015			Crude oil		270			89.18			1,712
	Sold call options
	2014			NGLs		1,260			1.34			-
	2015			NGLs		1,260			1.28			-11
	Total options											2,301
	Total derivatives										$	14,155
	(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						For the Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
	Derivatives not designated as hedges
	Gain (loss) recognized in derivative gain (loss), net:
	Commodity contract - realized(1)	$	-2,529		$	-907		$	-18,983		$	3,573
	Commodity contract - unrealized(2)		26,684			-23,610			28,100			-13,066
	Derivative gain (loss), net	$	24,155		$	-24,517		$	9,117		$	-9,493
	(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 (loss) recognized on open derivative contracts, which have not yet settled.

Fair_Value_Of_Financial_Instru1

Fair Value Of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2014
Fair Value Of Financial Instruments	'
Schedule Of Fair Value, Derivative Assets And Liabilities	'
		Level 1			Level 2			Level 3			Total
	30-Sep-14
	Assets
	Commodity swaps	$	-		$	8,166		$	7,129		$	15,295
	Commodity options		-			2,175			137			2,312
	Total assets		-			10,341			7,266			17,607
	Liabilities
	Commodity swaps		-			-885			-2,556			-3,441
	Commodity options		-			-			-11			-11
	Total liabilities		-			-885			-2,567			-3,452
	Total derivatives	$	-		$	9,456		$	4,699		$	14,155
	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 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)	70,560			-		5,040			200		5,040		-200		-
	Cash settlements from unrealized (gain) loss(2)(3)	-65,268			9,326		-5,670			402		-2,520		-63		9,665
	Net change in unrealized gain (loss)(2)	-			7,213		-			-273		-		189		7,129
	Deferred option premium recognition(3)	-			-		-			-402		-		63		-339
	Balance – September 30, 2014	135,450		$	4,573		5,670		$	137		2,520	$	-11	$	4,699
	________________________
	-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 September 30, 2014
	Propane swaps	114,408		$	1,403		$	-		$	1,403
	Isobutane swaps	1,260			-174			109			-65
	Normal butane swaps	1,260			321			31			352
	Natural gasoline swaps	18,522			3,787			-904			2,883
	Total NGL swaps – September 30, 2014	135,450		$	5,337		$	-764		$	4,573
	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 September 30, 2014:
	Isobutane	$	109		1.1011		1.1117		1.1064
	Normal butane		31		1.0292		1.0329		1.0311
	Natural gasoline		-904		0.9704		0.9738		0.9721
	Total Level 3 adjustments – September 30, 2014	$	-764
	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		$	4,738		11,538		$	9,778		17,326	$	14,516
	Deliveries into NGL linefill	1,050			1,013		55,432			35,936		56,482		36,949
	NGL linefill sales	-			-		-49,165			-30,256		-49,165		-30,256
	Adjustments for linefill contract revision	10,791			9,134		-10,791			-9,134		-		-
	Net change in NGL linefill valuation(1)	-			-717		-			-		-		-717
	Balance – September 30, 2014	17,629		$	14,168		7,014		$	6,324		24,643	$	20,492
	_______________________
	(1) Included within natural gas and liquids sales on the Partnership’s consolidated statements of operations.

Accrued_liabilities_Tables

Accrued liabilities (Tables)	9 Months Ended
	Sep. 30, 2014
Accrued Liabilities	'
Schedule Of Accrued Liabilities	'
		September 30,		December 31,
		2014		2013
	Accrued capital expenditures	$	22,418	$	17,898
	Acquisition-related liabilities		5,543		8,933
	Accrued ad valorem and production taxes		17,808		3,551
	Distributions payable		2,609		-
	Unconditional purchase obligations		2,647		-
	Other		17,628		17,067
		$	68,653	$	47,449

Debt_Tables

Debt (Tables)	9 Months Ended
	Sep. 30, 2014
Debt	'
Schedule of Total Debt	'
		September 30,		December 31,
		2014		2013
	Revolving credit facility	$	200,000	$	152,000
	6.625% Senior notes – due 2020		504,050		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		317		754
	Total debt		1,754,367		1,707,310
	Less current maturities		-274		-524
	Total long term debt	$	1,754,093	$	1,706,786
Schedule of Capital Leased Assets	'
		September 30,		December 31,
		2014		2013
	Pipelines, processing and compression facilities	$	946	$	2,281
	Less – accumulated depreciation		-175		-330
		$	771	$	1,951

Benefit_Plans_Tables

Benefit Plans (Tables)	9 Months Ended
	Sep. 30, 2014
Benefit Plans	'
Schedule of Phantom Unit Activity	'
		Three Months Ended September 30,						Nine Months Ended September 30,
		2014			2013			2014			2013
		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)		Number of Units	Fair Value(1)
	Outstanding, beginning of period	2,046,819	$	35.45	909,012	$	33.54	1,446,553	$	36.32	1,053,242	$	33.21
	Granted	16,153		35.27	697,122		39.07	738,727		33.03	740,897		38.97
	Forfeited	-17,175		36.81	-24,200		36.74	-20,825		37.06	-26,300		36.44
	Vested and issued(2)(3)	-290,769		36.21	-59,112		27.81	-409,427		34.68	-245,017	`	31.44
	Outstanding, end of period(4)(5)	1,755,028	$	35.31	1,522,822	$	36.24	1,755,028	$	35.31	1,522,822	$	36.24
	Vested and not issued(6)	12,774	$	34.22	2,450	$	32.95	12,774	$	34.22	2,450	$	32.95
	Non-cash compensation expense recognized (in thousands)		$	6,376		$	5,998		$	19,258		$	13,818
	__________________________________
	-1
	Fair value based upon weighted average grant date price.
	-2
	The intrinsic values for phantom unit awards exercised during the three months ended September 30, 2014 and 2013 were $9.7 million and $2.2 million, respectively, and $13.5 million and $8.9 million during the nine months ended September 30, 2014 and 2013, respectively.
	-3
	During the three months ended September 30, 2014, there were 1,383 vested phantom units, which were settled for $49 thousand cash.  There were no vested phantom units settled in cash during the three months ended September 30, 2013.  During the nine months ended September 30, 2014 and 2013, there were 4,409 and 1,677 vested phantom units, respectively, which were settled for $145 thousand and $58 thousand cash, respectively.
	-4
	The aggregate intrinsic value for phantom unit awards outstanding at September 30, 2014 and December 31, 2013 was $64.0 million and $50.7 million, respectively.
	-5
	There were 26,812 and 22,539 outstanding phantom unit awards at September 30, 2014 and December 31, 2013, respectively, which were classified as liabilities due to a cash option available on the related phantom unit awards.
	-6
	The aggregate intrinsic value for phantom unit awards vested but not issued at September 30, 2014 was $0.4 million. There were no vested but not issued phantom unit awards at December 31, 2013.

Segment_Information_Tables

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2014
Segment Information	'
Schedule of Segment Reporting Information, by Segment	'
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Three Months Ended September 30, 2014:
	Revenue:
	Revenues – third party(1)	$	439,078	$	296,656	$	25,383	$	761,117
	Revenues – affiliates		-		-		65		65
	Total revenues		439,078		296,656		25,448		761,182
	Costs and Expenses:
	Natural gas and liquids cost of sales		352,960		233,488		-		586,448
	Operating expenses		16,701		12,538		598		29,837
	General and administrative(1)		-		-		18,074		18,074
	Other expenses		-		-		-1		-1
	Depreciation and amortization		25,181		23,851		1,141		50,173
	Interest expense(1)		-		-		22,553		22,553
	Total costs and expenses		394,842		269,877		42,365		707,084
	Equity loss in joint ventures		-		-4,711		-		-4,711
	Loss on asset disposition		-		-		-636		-636
	Income (loss) before tax		44,236		22,068		-17,553		48,751
	Income tax benefit		-623		-		-		-623
	Net income (loss)	$	44,859	$	22,068	$	-17,553	$	49,374
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Three Months Ended September 30, 2013:
	Revenue:
	Revenues – third party(1)	$	354,039	$	226,364	$	-22,607	$	557,796
	Revenues – affiliates		-		-		74		74
	Total revenues		354,039		226,364		-22,533		557,870
	Costs and Expenses:
	Natural gas and liquids cost of sales		279,846		183,718		-		463,564
	Operating expenses		14,373		9,891		542		24,806
	General and administrative(1)		-		-		17,887		17,887
	Other expenses		-		-		685		685
	Depreciation and amortization		26,103		23,391		1,586		51,080
	Interest expense(1)		-		-		24,347		24,347
	Total costs and expenses		320,322		217,000		45,047		582,369
	Equity income (loss) in joint ventures		-		-3,271		1,389		-1,882
	Income (loss) before tax		33,717		6,093		-66,191		-26,381
	Income tax benefit		-817		-		-		-817
	Net income (loss)	$	34,534	$	6,093	$	-66,191	$	-25,564
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Nine Months Ended September 30, 2014:
	Revenue:
	Revenues – third party(1)	$	1,305,448	$	856,436	$	13,047	$	2,174,931
	Revenues – affiliates		-		-		211		211
	Total revenues		1,305,448		856,436		13,258		2,175,142
	Costs and Expenses:
	Natural gas and liquids cost of sales		1,045,315		697,486		-		1,742,801
	Operating expenses		45,844		34,452		1,652		81,948
	General and administrative(1)		-		-		54,430		54,430
	Other expenses		-		-		16		16
	Depreciation and amortization		76,832		68,346		3,454		148,632
	Interest expense(1)		-		-		69,275		69,275
	Total costs and expenses		1,167,991		800,284		128,827		2,097,102
	Equity income (loss) in joint ventures		-		-13,076		2,612		-10,464
	Gain on asset disposition		-		-		47,829		47,829
	Income (loss) before tax		137,457		43,076		-65,128		115,405
	Income tax benefit		-1,519		-		-		-1,519
	Net income (loss)	$	138,976	$	43,076	$	-65,128	$	116,924
		Oklahoma		Texas		Corporate  and Other		Consolidated
	Nine Months Ended September 30, 2013:
	Revenue:
	Revenues – third party(1)	$	1,011,669	$	519,493	$	-4,663	$	1,526,499
	Revenues – affiliates		-		-		222		222
	Total revenues		1,011,669		519,493		-4,441		1,526,721
	Costs and Expenses:
Natural gas and liquids cost of sales		789,746		423,574		-		1,213,320
Operating expenses		46,361		23,575		1,499		71,435
General and administrative(1)		-		-		44,231		44,231
Other expenses		-		-		19,585		19,585
Depreciation and amortization		77,605		45,562		4,754		127,921
Interest expense(1)		-		-		65,614		65,614
Total costs and expenses		913,712		492,711		135,683		1,542,106
Equity income (loss) in joint ventures		-		-5,430		5,116		-314
Loss on asset disposition		-1,519		-		-		-1,519
Loss on early extinguishment of debt		-		-		-26,601		-26,601
Income (loss) before tax		96,438		21,352		-161,609		-43,819
Income tax benefit		-854		-		-		-854
Net income (loss)	$	97,292	$	21,352	$	-161,609	$	-42,965
_____________________________
(1)  Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to the reportable segments as it would be unfeasible to reasonably do so.
	Three Months Ended September 30,				Nine Months Ended September 30,
Capital Expenditures:	2014		2013		2014		2013
Oklahoma	$	111,261	$	48,612	$	237,813	$	167,415
Texas		80,865		62,779		234,177		157,552
Corporate and other		442		761		1,157		2,894
	$	192,568	$	112,152	$	473,147	$	327,861
	September 30,		December 31,
Balance Sheet	2014		2013
Equity method investment in joint ventures:
Texas	$	180,602	$	162,511
Corporate and other		-		85,790
	$	180,602	$	248,301
Goodwill:
Oklahoma	$	178,762	$	178,762
Texas		187,001		189,810
	$	365,763	$	368,572
Total assets:
Oklahoma	$	2,487,585	$	2,265,231
Texas		2,039,900		1,872,165
Corporate and other		110,927		190,449
	$	4,638,412	$	4,327,845
Schedule Of Natural Gas And Liquids Sales, by Products	'
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2014		2013		2014		2013
	Natural gas and liquids sales:
	Natural gas	$	280,598	$	181,345	$	836,847	$	514,715
	NGLs		353,294		315,824		1,055,744		803,894
	Condensate		40,806		37,511		112,694		92,520
	Other		-810		1,039		-718		-332
	Total	$	673,888	$	535,719	$	2,004,567	$	1,410,797

Supplemental_Condensed_Consoli1

Supplemental Condensed Consolidating Financial Information (Tables)	9 Months Ended
	Sep. 30, 2014
Disclosure Text Block Supplement [Abstract]	'
Schedule Of Condensed Consolidating Balance Sheets	'
	Balance Sheets			Guarantor		Non-Guarantor		Consolidating
	30-Sep-14	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Assets
	Cash and cash equivalents	$	-	$	172	$	6,564	$	-	$	6,736
	Accounts receivable − affiliates		-		238,278		-		-238,278		-
	Other current assets		65		50,764		236,463		-1,017		286,275
	Total current assets		65		289,214		243,027		-239,295		293,011
	Property, plant and equipment, net		-		887,502		2,245,308		-		3,132,810
	Intangible assets, net		-		539,984		74,833		-		614,817
	Goodwill		-		320,869		44,894		-		365,763
	Equity method investment in joint ventures		-		-		180,602		-		180,602
	Long term portion of derivative assets		-		6,138		-		-		6,138
	Long term notes receivable		-		-		1,852,928		-1,852,928		-
	Equity investments		4,207,593		939,310		-		-5,146,903		-
	Other assets, net		38,535		6,286		450		-		45,271
	Total assets	$	4,246,193	$	2,989,303	$	4,642,042	$	-7,239,126	$	4,638,412
	Liabilities and Equity
	Accounts payable – affiliates	$	10,949	$	-	$	232,802	$	-238,278	$	5,473
	Other current liabilities		14,072		57,142		301,970		-		373,184
	Total current liabilities		25,021		57,142		534,772		-238,278		378,657
	Long-term debt, less current portion		1,754,050		43		-		-		1,754,093
	Deferred income taxes, net		-		31,771		-		-		31,771
	Other long-term liabilities		191		769		6,000		-		6,960
	Equity		2,466,931		2,899,578		4,101,270		-7,000,848		2,466,931
	Total liabilities and equity	$	4,246,193	$	2,989,303	$	4,642,042	$	-7,239,126	$	4,638,412
	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 liabilities		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 September 30, 2014
	Total revenues	$	-	$	165,650	$	596,193	$	-661	$	761,182
	Total costs and expenses		-22,708		-148,128		-536,909		661		-707,084
	Equity income (loss)		68,053		50,544		-4,711		-118,597		-4,711
	Gain on asset disposition		-		-636		-		-		-636
	Income (loss), before tax		45,345		67,430		54,573		-118,597		48,751
	Income tax benefit		-		-623		-		-		-623
	Net income (loss)		45,345		68,053		54,573		-118,597		49,374
	Income attributable to non-controlling interest		-		-		-4,029		-		-4,029
	Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
	Preferred unit dividends in kind		-11,408		-		-		-		-11,408
	Preferred unit dividends		-2,609		-		-		-		-2,609
	Net income (loss) attributable to common limited partners and the General Partner	$	19,950	$	68,053	$	50,544	$	-118,597	$	19,950
	Three Months Ended September 30, 2013
	Total revenues	$	-	$	123,858	$	453,862	$	-19,850	$	557,870
	Total costs and expenses		-23,510		-172,901		-405,503		19,545		-582,369
	Equity income (loss)		-3,568		43,081		-1,882		-39,513		-1,882
	Income (loss), before tax		-27,078		-5,962		46,477		-39,818		-26,381
	Income tax benefit		-		-817		-		-		-817
	Net income (loss)		-27,078		-5,145		46,477		-39,818		-25,564
	Income attributable to non-controlling interest		-		-		-1,514		-		-1,514
	Preferred unit imputed dividend effect		-11,378		-		-		-		-11,378
	Preferred unit dividends in kind		-9,072		-		-		-		-9,072
	Net income (loss) attributable to common limited partners and the General Partner	$	-47,528	$	-5,145	$	44,963	$	-39,818	$	-47,528
	Statements of Operations			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Nine Months Ended September 30, 2014
	Total revenues	$	-	$	441,990	$	1,740,979	$	-7,827	$	2,175,142
	Total costs and expenses		-69,728		-473,344		-1,561,857		7,827		-2,097,102
	Equity income (loss)		176,196		158,201		-10,464		-334,397		-10,464
	Gain on asset disposition		-		47,829		-		-		47,829
	Income (loss), before tax		106,468		174,676		168,658		-334,397		115,405
	Income tax benefit		-		-1,519		-		-		-1,519
	Net income (loss)		106,468		176,195		168,658		-334,397		116,924
	Income attributable to non-controlling interest		-		-		-10,456		-		-10,456
	Preferred unit imputed dividend effect		-34,134		-		-		-		-34,134
	Preferred unit dividends in kind		-31,533		-		-		-		-31,533
	Preferred unit dividends		-5,624		-		-		-		-5,624
	Net income (loss) attributable to common limited partners and the General Partner	$	35,177	$	176,195	$	158,202	$	-334,397	$	35,177
	Nine Months Ended September 30, 2013
	Total revenues	$	-	$	373,713	$	1,214,750	$	-61,742	$	1,526,721
	Total costs and expenses		-63,441		-452,077		-1,087,432		60,844		-1,542,106
	Equity income (loss)		42,384		121,997		-314		-164,381		-314
	Loss on early extinguishment of debt		-26,601		-		-		-		-26,601
	Loss on asset disposition		-		-1,519		-		-		-1,519
	Income (loss), before tax		-47,658		42,114		127,004		-165,279		-43,819
	Income tax benefit		-		-854		-		-		-854
	Net income (loss)		-47,658		42,968		127,004		-165,279		-42,965
	Income attributable to non-controlling interest		-		-		-4,693		-		-4,693
	Preferred unit imputed dividend effect		-18,107		-		-		-		-18,107
	Preferred unit dividends in kind		-14,413		-		-		-		-14,413
	Net income (loss) attributable to common limited partners and the General Partner	$	-80,178	$	42,968	$	122,311	$	-165,279	$	-80,178
Schedule Of Condensed Consolidating Statements of Cash Flows	'
	Statements of Cash Flows			Guarantor		Non-Guarantor		Consolidating
		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
	Nine Months Ended September 30, 2014
	Net cash provided by (used in):
	Operating activities	$	158,349	$	224,688	$	226,701	$	-375,577	$	234,161
	Investing activities		-276,535		-237,278		-177,918		341,642		-350,089
	Financing  activities		118,186		12,594		-46,965		33,935		117,750
	Net change in cash and cash equivalents		-		4		1,818		-		1,822
	Cash and cash equivalents, beginning of period		-		168		4,746		-		4,914
	Cash and cash equivalents, end of period	$	-	$	172	$	6,564	$	-	$	6,736
	Nine Months Ended September 30, 2013
	Net cash provided by (used in):
	Operating activities	$	-392,444	$	100,288	$	197,958	$	245,319	$	151,121
	Investing activities		-818,206		-822,467		-455,359		757,883		-1,338,149
	Financing  activities		1,210,650		722,188		264,433		-1,003,202		1,194,069
	Net change in cash and cash equivalents		-		9		7,032		-		7,041
	Cash and cash equivalents, beginning of period		-		157		3,241		-		3,398
	Cash and cash equivalents, end of period	$	-	$	166	$	10,273	$	-	$	10,439

Basis_Of_Presentation_Details

Basis Of Presentation (Details)	9 Months Ended				9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013
	Class E preferred limited partners' interests [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]	General Partner [Member]	Parent [Member]	Parent [Member]	Parent [Member]	Parent [Member]	Parent [Member]	Parent [Member]
			Atlas Energy LP [Member]	General Partner [Member]		Class D convertible preferred limited partners' interests [Member]	Class D convertible preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]
General Partner, ownership interest	'	'	'	'	2.00%	'	'	'	'	'	'
Limited partners, ownership interest	'	98.00%	'	'	'	'	'	'	'	'	'
Partners' capital account, units	'	'	4,113,227	1,641,026	'	14,699,076	13,823,869	5,060,000	0	84,495,430	80,585,148
Preferred unit distribution rate	8.25%	'	'	'	'	'	'	'	'	'	'

Summary_Of_Significant_Account3

Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014
In Millions, unless otherwise specified			General Partner [Member]
General Partner, ownership interest	'	'	2.00%
Book overdrafts	$11.10	$28.80	'
Unbilled receivables, not billed at balance sheet date	$181.30	$134.90	'

Summary_Of_Significant_Account4

Summary Of Significant Accounting Policies (Schedule Of Net Income (Loss) Allocated To General Partner And Common Limited Partners) (Details) (USD $)	3 Months Ended				9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Net income (loss)	$49,374		($25,564)		$116,924		($42,965)
Income attributable to non-controlling interests	-4,029		-1,514		-10,456		-4,693
Preferred unit imputed dividend effect	-11,378		-11,378		-34,134		-18,107
Preferred unit dividends in kind	-11,408		-9,072		-31,533		-14,413
Preferred unit dividends	-2,609		0		-5,624		0
Net income (loss) attributable to common limited partners and the General Partner	19,950		-47,528		35,177		-80,178
General Partner's cash incentive distributions	6,865		4,901		17,708		12,678
General Partner's ownership interest	263		-1,053		351		-1,866
Net income attributable to the General Partner's ownership interests	7,128		3,848		18,059		10,812
Common limited partner interest	12,822		-51,376		17,118		-90,990
Net income attributable to participating securities	2,155		0		2,842		0
Net income (loss) utilized in the calculation of net income from continuing operations attributable to common limited partners per unit	10,667		-51,376		14,276		-90,990
Phantom Unit Awards [Member]	'		'		'		'
Net income attributable to participating securities	248	[1]	0	[1]	300	[1]	0	[1]
Antidilutive securities excluded from computation of earnings per unit	'		1,455,000		'		1,160,000
Class D Preferred Units [Member]	'		'		'		'
Net income attributable to participating securities	$1,907	[2]	$0	[2]	$2,542	[2]	$0	[2]
Contractual yield premium	'		'		1.50%		'
Antidilutive securities excluded from computation of earnings per unit	'		13,518,000		'		7,560,000
[1]	Net income 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 and nine months ended September 30, 2013, net loss attributable to common limited partnersb ownership interest is not allocated to approximately 1,455,000 and 1,160,000 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 income 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, plus a contractual yield premium of 1.5%, as a percentage of the sum of the weighted average Class D Preferred Units and common limited partner units outstanding). For the three and nine months ended September 30, 2013, net loss attributable to common limited partnersb ownership interest is not allocated to approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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_Account5

Summary Of Significant Accounting Policies (Schedule Of Weighted Average Number Of Units) (Details)	3 Months Ended				9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Weighted average common limited partner units (basic)	82,892,000		78,398,000		81,497,000		72,512,000
Add effect of participating securities, phantom units	1,918,000	[1]	0	[1]	1,706,000	[1]	0	[1]
Add effect of participating securities, convertible preferred units	14,558,000	[2]	0	[2]	14,262,000	[2]	0	[2]
Weighted average common limited partner units (diluted)	99,368,000		78,398,000		97,465,000		72,512,000
Phantom Unit Awards [Member]	'		'		'		'
Antidilutive securities excluded from computation of earnings per unit	'		1,455,000		'		1,160,000
Class D Preferred Units [Member]	'		'		'		'
Antidilutive securities excluded from computation of earnings per unit	'		13,518,000		'		7,560,000
[1]	For the three and nine months ended September 30, 2013, approximately 1,455,000 and 1,160,000 weighted average phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive.
[2]	For the three and nine months ended September 30, 2013, approximately 13,518,000 and 7,560,000 weighted average Class D Preferred Units, respectively, 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 $)	9 Months Ended		0 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 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%	'	'	'
Net cash paid for acquisition	$0	$1,000,785	$974,671	'	'	'
Equity method investment, ownership percentage	'	'	'	75.00%	50.00%	50.00%

Acquisitions_Final_Values_Assi

Acquisitions (Final Values Assigned To Assets Acquired And Liabilities Assumed) (Details) (USD $)	9 Months Ended			0 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	7-May-13
				TEAK Midstream LLC [Member]
Cash	'	'	'	$8,074
Accounts receivable	'	'	'	11,055
Prepaid expenses and other	'	'	'	1,626
Property, plant and equipment	'	'	'	197,683
Intangible assets	'	'	'	430,000
Goodwill	365,763	'	368,572	186,050
Equity method investment in joint ventures	'	'	'	184,327
Total assets acquired	'	'	'	1,018,815
Accounts payable and accrued liabilities	'	'	'	-34,995
Other long term liabilities	'	'	'	-1,075
Total liabilities acquired	'	'	'	-36,070
Net assets acquired	'	'	'	982,745
Less cash received	'	'	'	-8,074
Net cash paid for acquisition	$0	$1,000,785	'	$974,671

Equity_Method_Investments_Narr

Equity Method Investments (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	14-May-14	7-May-13	7-May-13	7-May-13
	West Texas LPG Pipeline Limited Partnership [Member]	West Texas LPG Pipeline Limited Partnership [Member]	West Texas LPG Pipeline Limited Partnership [Member]	T2 LaSalle (Member)	T2 Eagle Ford (Member)	T2 EF Co Gen (Member)
Equity method investment, ownership percentage	'	'	20.00%	75.00%	50.00%	50.00%
Controlling interest ownership percentage by controlling owners	'	'	80.00%	'	'	'
Net proceeds of sale of equity method investment	'	$131	'	'	'	'
Gain (loss) on sale of equity method investment	($0.60)	$47.80	'	'	'	'

Equity_Method_Investments_Sche

Equity Method Investments (Schedule Of Equity Method Investment In Joint Ventures) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Equity method investment in joint ventures	$180,602	$248,301
West Texas LPG Pipeline Limited Partnership [Member]	'	'
Equity method investment in joint ventures	0	85,790
T2 LaSalle (Member)	'	'
Equity method investment in joint ventures	56,449	50,534
T2 Eagle Ford (Member)	'	'
Equity method investment in joint ventures	110,845	97,437
T2 EF Co Gen (Member)	'	'
Equity method investment in joint ventures	$13,308	$14,540

Equity_Method_Investments_Sche1

Equity Method Investments (Schedule Of Earnings From Equity Method Investments) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Equity loss in joint ventures	($4,711)	($1,882)	($10,464)	($314)
West Texas LPG Pipeline Limited Partnership [Member]	'	'	'	'
Equity loss in joint ventures	0	1,389	2,611	5,116
T2 LaSalle (Member)	'	'	'	'
Equity loss in joint ventures	-1,246	-1,263	-3,724	-2,162
T2 Eagle Ford (Member)	'	'	'	'
Equity loss in joint ventures	-2,611	-1,120	-7,349	-2,198
T2 EF Co Gen (Member)	'	'	'	'
Equity loss in joint ventures	($854)	($888)	($2,002)	($1,070)

Equity_Narrative_Common_Units_

Equity (Narrative) (Common Units) (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Maximum aggregate value of common units to be issued under an equity distribution agreement	'	'	$250,000,000	'	$150,000,000
Issuance of units in public offering, units	2,095,818	1,772,800	3,558,005	2,863,080	'
Commissions paid	800,000	1,300,000	1,200,000	2,100,000	'
General Partner capital contributions	'	'	2,523,000	18,614,000	'
Net proceeds from issuance of common limited partner units	74,200,000	63,700,000	121,600,000	102,700,000	'
General Partner [Member]	'	'	'	'	'
General Partner capital contributions	$1,500,000	$1,300,000	$2,500,000	$2,100,000	'
General Partner, ownership interest	'	'	2.00%	'	'

Equity_Tables_Details

Equity (Tables) (Details) (USD $)

9 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

Sep. 30, 2014

Sep. 30, 2014

15-May-13

Mar. 31, 2013

Sep. 30, 2014

Aug. 14, 2013

Jun. 30, 2013

Sep. 30, 2014

Nov. 14, 2013

Sep. 30, 2013

Sep. 30, 2014

Feb. 14, 2014

Dec. 31, 2013

Sep. 30, 2014

15-May-14

Mar. 31, 2014

Sep. 30, 2014

Aug. 14, 2014

Jun. 30, 2014

Sep. 30, 2014

Oct. 28, 2014

Sep. 30, 2014

Sep. 30, 2014

Mar. 31, 2013

Jun. 30, 2013

Sep. 30, 2013

Dec. 31, 2013

Mar. 31, 2014

Jun. 30, 2014

Sep. 30, 2014

Subsequent Event [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

Common Limited Partners [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

General Partner [Member]

Distribution for quarter ended September 30, 2014 [Member]

Distribution for quarter ended March 31, 2013 [Member]

Distribution for quarter ended March 31, 2013 [Member]

Distribution for quarter ended March 31, 2013 [Member]

Distribution for quarter ended June 30, 2013 [Member]

Distribution for quarter ended June 30, 2013 [Member]

Distribution for quarter ended June 30, 2013 [Member]

Distribution for quarter ended September 30, 2013 [Member]

Distribution for quarter ended September 30, 2013 [Member]

Distribution for quarter ended September 30, 2013 [Member]

Distribution for quarter ended December 31, 2013 [Member]

Distribution for quarter ended December 31, 2013 [Member]

Distribution for quarter ended December 31, 2013 [Member]

Distribution for quarter ended March 31, 2014 [Member]

Distribution for quarter ended March 31, 2014 [Member]

Distribution for quarter ended March 31, 2014 [Member]

Distribution for quarter ended June 30, 2014 [Member]

Distribution for quarter ended June 30, 2014 [Member]

Distribution for quarter ended June 30, 2014 [Member]

Subsequent Event [Member]

Subsequent Event [Member]

Distribution for quarter ended March 31, 2013 [Member]

Distribution for quarter ended June 30, 2013 [Member]

Distribution for quarter ended September 30, 2013 [Member]

Distribution for quarter ended December 31, 2013 [Member]

Distribution for quarter ended March 31, 2014 [Member]

Distribution for quarter ended June 30, 2014 [Member]

Subsequent Event [Member]

Distribution for quarter ended September 30, 2014 [Member]

Distribution for quarter ended September 30, 2014 [Member]

Distribution for quarter ended September 30, 2014 [Member]

Number of days after quarter end to distribute available cash

'45 days

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

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

'

'

'

'

'

'

'

Date of distribution

'

'

'

'

15-May-13

'

'

14-Aug-13

'

'

14-Nov-13

'

'

14-Feb-14

'

'

15-May-14

'

'

14-Aug-14

'

14-Nov-14

'

'

'

'

'

'

'

'

Cash distribution paid per unit

'

'

$0.59

'

'

$0.62

'

'

$0.62

'

'

$0.62

'

'

$0.62

'

'

$0.63

'

'

'

'

'

'

'

'

'

'

'

'

Cash distribution paid

'

'

'

45,382,000

'

'

48,165,000

'

'

49,298,000

'

'

49,969,000

'

'

49,998,000

'

'

51,781,000

'

'

'

'

'

'

'

'

'

'

'

Cash distribution declared per unit

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$0.64

'

'

'

'

'

'

'

'

'

Cash distribution declared

'

62,200,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

8,100,000

Total cash distribution

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$3,980,000

$5,875,000

$6,013,000

$6,095,000

$6,099,000

$7,055,000

'

Date of declaration

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

28-Oct-14

'

'

'

'

'

'

'

'

Date of record

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

10-Nov-14

'

'

'

'

'

'

'

'

General Partner, ownership interest

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

2.00%

'

'

'

'

'

'

'

Equity_Narrative_Preferred_Uni

Equity (Narrative) (Preferred Units) (Details) (USD $)

3 Months Ended

9 Months Ended

0 Months Ended

4 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Mar. 17, 2014

Jul. 14, 2014

Sep. 30, 2014

Mar. 17, 2014

Oct. 14, 2014

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Nov. 14, 2014

Sep. 30, 2014

Class D convertible preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Parent [Member]

Parent [Member]

Parent [Member]

Parent [Member]

Parent [Member]

Distribution for quarter ended September 30, 2014 [Member]

Distribution for quarter ended September 30, 2014 [Member]

Subsequent Event [Member]

Class D convertible preferred limited partners' interests [Member]

Class D convertible preferred limited partners' interests [Member]

Class D convertible preferred limited partners' interests [Member]

Class D convertible preferred limited partners' interests [Member]

Class E preferred limited partners' interests [Member]

Class D convertible preferred limited partners' interests [Member]

Class D convertible preferred limited partners' interests [Member]

Subsequent Event [Member]

Subsequent Event [Member]

Preferred unit discount

'

'

'

'

$27,400,000

'

'

'

'

'

'

'

'

'

'

'

'

Preferred unit imputed dividend effect

-11,378,000

-11,378,000

-34,134,000

-18,107,000

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred unit dividends in kind

-11,408,000

-9,072,000

-31,533,000

-14,413,000

'

'

'

'

'

'

'

'

'

'

'

'

'

Distributions paid in kind units

'

'

'

'

'

'

'

'

'

'

294,439

138,598

875,207

138,598

'

321,000

'

Date of declaration

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

28-Oct-14

Cash distribution declared per unit

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$0.64

'

Date of distribution

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

14-Nov-14

Date of record

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

10-Nov-14

Issuance of units and General Partner capital contribution, units

'

'

'

'

'

5,060,000

'

'

'

'

'

'

'

'

5,060,000

'

'

Preferred unit value per share

'

'

'

'

'

'

'

'

$25

'

'

'

'

'

'

'

'

Net proceeds from issuance of preferred limited partner units

'

'

'

'

'

122,300,000

'

'

'

'

'

'

'

'

'

'

'

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 are 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 cash distribution, per unit

'

'

'

'

'

'

$0.68

'

'

$0.52

'

'

'

'

'

'

'

Preferred unit distribution rate

'

'

'

'

'

'

'

8.25%

'

'

'

'

'

'

'

'

'

Preferred unit cash distribution amount

'

'

'

'

'

'

3,400,000

'

'

2,600,000

'

'

'

'

'

'

'

Preferred unit dividends

$2,609,000

$0

$5,624,000

$0

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred unit redemption price

'

'

'

'

'

'

'

$25

'

'

'

'

'

'

'

'

'

Property_Plant_And_Equipment_N

Property, Plant And Equipment (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Property, Plant And Equipment	'	'	'	'
Weighted Average Interest Rate Used to Calculate Capitalized Interest	5.60%	5.70%	5.60%	5.90%
Interest Costs, Capitalized During Period	$3.80	$1.50	$9.90	$5.30

Property_Plant_And_Equipment_P

Property, Plant And Equipment (Property, Plant And Equipment) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Property, plant and equipment, gross	$3,623,356,000	'	$3,623,356,000	'	$3,128,335,000
Less - accumulated depreciation	-490,546,000	'	-490,546,000	'	-404,143,000
Property, plant and equipment, net	3,132,810,000	'	3,132,810,000	'	2,724,192,000
Depreciation expense	30,900,000	27,200,000	87,200,000	73,700,000	'
Pipelines Processing And Compression Facilities [Member]	'	'	'	'	'
Property, plant and equipment, gross	3,377,946,000	'	3,377,946,000	'	2,885,303,000
Rights Of Way [Member]	'	'	'	'	'
Property, plant and equipment, gross	205,914,000	'	205,914,000	'	203,136,000
Buildings [Member]	'	'	'	'	'
Property, plant and equipment, gross	10,447,000	'	10,447,000	'	10,291,000
Furniture And Equipment [Member]	'	'	'	'	'
Property, plant and equipment, gross	13,884,000	'	13,884,000	'	13,800,000
Other Capitalized Property Plant and Equipment [Member]	'	'	'	'	'
Property, plant and equipment, gross	$15,165,000	'	$15,165,000	'	$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	'	'	'40 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		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Finite-lived intangible assets, amortization expense	$19.30	$23.90	$61.50	$54.20
Future amortization expense, remainder of year	18.6	'	18.6	'
Future amortization expense, 2015	74	'	74	'
Future amortization expense, 2016	74	'	74	'
Future amortization expense, 2017	68	'	68	'
Future amortization expense, 2018	$59.50	'	$59.50	'
Customer Contracts [Member]	'	'	'	'
Acquired finite-lived intangible assets, weighted average useful life	'	'	'9 years 8 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 $)

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

7-May-13

Sep. 30, 2014

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]

SouthTX system [Member]

Goodwill

$365,763,000

$368,572,000

$951,000

$951,000

$170,381,000

$170,381,000

$186,050,000

$188,859,000

$8,381,000

$8,381,000

$186,050,000

'

Purchase accounting adjustments to goodwill

'

'

'

'

'

'

'

'

'

'

'

($2,800,000)

Goodwill_And_Intangible_Assets4

Goodwill And Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 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	-256,255	-194,801	-1,155	-779	-255,100	-194,022	'	'	'	'
Net carrying amount	$614,817	$696,271	$2,264	$2,640	$612,553	$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		9 Months Ended			0 Months Ended	1 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Mar. 12, 2013	Feb. 28, 2013	Sep. 30, 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	$38,535,000	'	$38,535,000	'	$41,094,000	'	'	'
Security deposits	2,236,000	'	2,236,000	'	5,367,000	'	'	'
Other long-term receivable	4,500,000	'	4,500,000	'	0	'	'	'
Other assets, noncurrent, total	45,271,000	'	45,271,000	'	46,461,000	'	'	'
Accumulated amortization of deferred finance costs	27,536,000	'	27,536,000	'	22,034,000	'	'	'
Payments of deferred financing costs	2,600,000	100,000	2,900,000	22,500,000	'	'	'	'
Write off of deferred finance costs	'	'	0	5,300,000	'	'	'	'
Amortization of deferred finance costs	1,800,000	1,800,000	5,502,000	5,119,000	'	'	'	'
Extinguishment of debt	'	'	'	'	'	$97,300,000	$268,400,000	$365,800,000
Senior notes, interest rate	'	'	'	'	'	'	'	8.75%

Income_Taxes_Schedule_Of_Compo

Income Taxes (Schedule Of Components Of Income Tax Benefit) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income tax benefit:	'	'	'	'
Federal	($558)	($732)	($1,360)	($765)
State	-65	-85	-159	-89
Total income tax benefit	($623)	($817)	($1,519)	($854)

Income_Taxes_Schedule_Of_Defer

Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014
			Minimum [Member]	Maximum [Member]
Deferred tax assets:	'	'	'	'
Net operating loss carryforwards and alternative minimum tax credits	$16,211,000	$14,900,000	'	'
Deferred tax liabilities:	'	'	'	'
Excess of asset carrying value over tax basis	-47,982,000	-48,190,000	'	'
Net deferred tax liabilities	-31,771,000	-33,290,000	'	'
Net operating loss carryforward expiration dates	'	'	1-Jan-29	31-Dec-34
Net operating loss carryforwards subject to expiration	$41,900,000	'	'	'

Derivative_Instruments_Schedul

Derivative Instruments (Schedule Of Derivative Assets At Fair Value) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Offsetting of Derivative Assets	'	'
Derivative assets, gross	$17,607	$8,953
Offsetting derivative liabilities, gross	-3,452	-6,509
Total derivative assets, net	14,155	2,444
Current Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	10,960	1,310
Offsetting derivative liabilities, gross	-2,943	-1,136
Total derivative assets, net	8,017	174
Long-Term Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	6,647	5,082
Offsetting derivative liabilities, gross	-509	-2,812
Total derivative assets, net	6,138	2,270
Current Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Assets	'	'
Derivative assets, gross	'	1,612
Offsetting derivative liabilities, gross	'	-1,612
Total derivative assets, net	'	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 $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	($3,452)	($18,073)
Offsetting derivative assets, gross	3,452	6,509
Total derivative liabilities, net	0	-11,564
Current Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	-2,943	-1,136
Offsetting derivative assets, gross	2,943	1,136
Total derivative liabilities, net	0	0
Long-Term Portion of Derivative Assets [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	-509	-2,812
Offsetting derivative assets, gross	509	2,812
Total derivative liabilities, net	0	0
Current Portion of Derivative Liabilities [Member]	'	'
Offsetting of Derivative Liabilities	'	'
Derivative liabilities, gross	'	-12,856
Offsetting derivative assets, gross	'	1,612
Total derivative liabilities, net	'	-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 $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014
	MMBTU
Derivative, fair value asset (liability)	$14,155
Commodity Swaps [Member]	'
Derivative, fair value asset (liability)	11,854
Commodity Swaps [Member] | Natural Gas | Production Period 2014	'
Natural Gas MMBTUs	5,350,000	[1]
Swap average fixed price	4.15
Derivative, fair value asset (liability)	298	[2]
Commodity Swaps [Member] | Natural Gas | Production Period 2015	'
Natural Gas MMBTUs	19,810,000	[1]
Swap average fixed price	4.26
Derivative, fair value asset (liability)	4,877	[2]
Commodity Swaps [Member] | Natural Gas | Production Period 2016	'
Natural Gas MMBTUs	9,300,000	[1]
Swap average fixed price	4.26
Derivative, fair value asset (liability)	1,356	[2]
Commodity Swaps [Member] | Natural Gas | Production Period 2017	'
Natural Gas MMBTUs	1,800,000	[1]
Swap average fixed price	4.43
Derivative, fair value asset (liability)	106	[2]
Commodity Swaps [Member] | Natural Gas Liquids | Production Period 2014	'
Volumes	19,278,000	[1]
Swap average fixed price	1.25
Derivative, fair value asset (liability)	-110	[2]
Commodity Swaps [Member] | Natural Gas Liquids | Production Period 2015	'
Volumes	71,442,000	[1]
Swap average fixed price	1.22
Derivative, fair value asset (liability)	2,642	[2]
Commodity Swaps [Member] | Natural Gas Liquids | Production Period 2016	'
Volumes	34,650,000	[1]
Swap average fixed price	1.03
Derivative, fair value asset (liability)	1,476	[2]
Commodity Swaps [Member] | Natural Gas Liquids | Production Period 2017	'
Volumes	10,080,000	[1]
Swap average fixed price	1.04
Derivative, fair value asset (liability)	565	[2]
Commodity Swaps [Member] | Crude Oil | Production Period 2014	'
Volumes	69,000	[1]
Swap average fixed price	91.71
Derivative, fair value asset (liability)	90	[2]
Commodity Swaps [Member] | Crude Oil | Production Period 2015	'
Volumes	210,000	[1]
Swap average fixed price	90.26
Derivative, fair value asset (liability)	444	[2]
Commodity Swaps [Member] | Crude Oil | Production Period 2016	'
Volumes	30,000	[1]
Swap average fixed price	90
Derivative, fair value asset (liability)	110	[2]
Commodity Options [Member]	'
Derivative, fair value asset (liability)	2,301
Purchased Put Options [Member] | Natural Gas Liquids | Production Period 2014	'
Volumes	2,520,000	[1]
Option average strike price	0.96
Derivative, fair value asset (liability)	26	[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)	111	[2]
Purchased Put Options [Member] | Crude Oil | Production Period 2014	'
Volumes	117,000	[1]
Option average strike price	91.57
Derivative, fair value asset (liability)	463	[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)	1,712	[2]
Sold Call Options [Member] | Natural Gas Liquids | Production Period 2014	'
Volumes	1,260,000	[1]
Option average strike price	1.34
Derivative, fair value asset (liability)	0	[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)	($11)	[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				9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Derivative gain (loss), net	$24,155		($24,517)		$9,117		($9,493)
Derivative Gain (Loss) (Member) | Commodity Contracts [Member]	'		'		'		'
Commodity contract - realized	-2,529	[1]	-907	[1]	-18,983	[1]	3,573	[1]
Commodity contract - unrealized	$26,684	[2]	($23,610)	[2]	$28,100	[2]	($13,066)	[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 (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 $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Derivative assets, gross	$17,607	$8,953
Derivative liabilities, gross	-3,452	-18,073
Total derivatives, fair value, net	14,155	'
Fair Value, Measurements, Recurring [Member]	'	'
Derivative assets, gross	17,607	8,953
Derivative liabilities, gross	-3,452	-18,073
Total derivatives, fair value, net	14,155	-9,120
Fair Value, Measurements, Recurring [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	15,295	4,406
Derivative liabilities, gross	-3,441	-18,073
Fair Value, Measurements, Recurring [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	2,312	4,547
Derivative liabilities, gross	-11	'
Derivative Financial Instruments, Assets [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [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] | Fair Value, Measurements, Recurring [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	0	0
Derivative liabilities, gross	0	0
Derivative Financial Instruments, Assets [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	0	0
Derivative liabilities, gross	0	'
Derivative Financial Instruments, Assets [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member]	'	'
Derivative assets, gross	10,341	7,331
Derivative liabilities, gross	-885	-4,695
Total derivatives, fair value, net	9,456	2,636
Derivative Financial Instruments, Assets [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	8,166	2,994
Derivative liabilities, gross	-885	-4,695
Derivative Financial Instruments, Assets [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	2,175	4,337
Derivative liabilities, gross	0	'
Derivative Financial Instruments, Assets [Member] | Level 3 [Member] | Fair Value, Measurements, Recurring [Member]	'	'
Derivative assets, gross	7,266	1,622
Derivative liabilities, gross	-2,567	-13,378
Total derivatives, fair value, net	4,699	-11,756
Derivative Financial Instruments, Assets [Member] | Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Swaps [Member]	'	'
Derivative assets, gross	7,129	1,412
Derivative liabilities, gross	-2,556	-13,378
Derivative Financial Instruments, Assets [Member] | Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Options [Member]	'	'
Derivative assets, gross	137	210
Derivative liabilities, gross	($11)	'

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 $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014
Beginning balance, fair value	($11,756)
New contracts	0	[1]
Cash settlements from unrealized (gain) loss	9,665	[2],[3]
Net change in unrealized gain (loss)	7,129	[2]
Deferred option premium recognition	-339	[3]
Ending balance, fair value	4,699
Commodity Swaps [Member]	'
Beginning balance, volume	130,158,000
Beginning balance, fair value	-11,966
New contracts, volume	70,560,000	[1]
New contracts	0	[1]
Settled contracts, volume	-65,268,000	[2],[3]
Cash settlements from unrealized (gain) loss	9,326	[2],[3]
Net change in unrealized gain (loss)	7,213	[2]
Deferred option premium recognition	0	[3]
Ending balance, volume	135,450,000
Ending balance, fair value	4,573
Commodity Options [Member] | Purchased Put Options [Member]	'
Beginning balance, volume	6,300,000
Beginning balance, fair value	210
New contracts, volume	5,040,000	[1]
New contracts	200	[1]
Settled contracts, volume	-5,670,000	[2],[3]
Cash settlements from unrealized (gain) loss	402	[2],[3]
Net change in unrealized gain (loss)	-273	[2]
Deferred option premium recognition	-402	[3]
Ending balance, volume	5,670,000
Ending balance, fair value	137
Commodity Options [Member] | Sold Call Options [Member]	'
Beginning balance, volume	0
Beginning balance, fair value	0
New contracts, volume	5,040,000	[1]
New contracts	-200	[1]
Settled contracts, volume	-2,520,000	[2],[3]
Cash settlements from unrealized (gain) loss	-63	[2],[3]
Net change in unrealized gain (loss)	189	[2]
Deferred option premium recognition	63	[3]
Ending balance, volume	2,520,000
Ending balance, fair value	($11)
[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], Level 3 [Member], Commodity Swaps [Member], USD $)	Sep. 30, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified	contract		contract
Volumes	135,450,000		130,158,000
Third party quotes	$5,337	[1]	($12,430)	[1]
Adjustment	-764	[2]	464	[2]
Derivative, fair value asset (liability)	4,573		-11,966
Propane	'		'
Volumes	114,408,000		100,296,000
Third party quotes	1,403	[1]	-10,260	[1]
Adjustment	0	[2]	0	[2]
Derivative, fair value asset (liability)	1,403		-10,260
Isobutane	'		'
Volumes	1,260,000		6,300,000
Third party quotes	-174	[1]	-2,342	[1]
Adjustment	109	[2]	955	[2]
Derivative, fair value asset (liability)	-65		-1,387
Normal butane [Member]	'		'
Volumes	1,260,000		7,560,000
Third party quotes	321	[1]	40	[1]
Adjustment	31	[2]	322	[2]
Derivative, fair value asset (liability)	352		362
Natural Gasoline [Member]	'		'
Volumes	18,522,000		16,002,000
Third party quotes	3,787	[1]	132	[1]
Adjustment	-904	[2]	-813	[2]
Derivative, fair value asset (liability)	$2,883		($681)
[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], Level 3 [Member], Commodity Swaps [Member], USD $)	9 Months Ended		12 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013
Adjustment	-764	[1]	464	[1]
Isobutane	'		'
Adjustment	109	[1]	955	[1]
Normal butane [Member]	'		'
Adjustment	31	[1]	322	[1]
Natural Gasoline [Member]	'		'
Adjustment	-904	[1]	-813	[1]
Minimum [Member] | Isobutane	'		'
Regression coefficient	1.1011		1.1184
Minimum [Member] | Normal butane [Member]	'		'
Regression coefficient	1.0292		1.0341
Minimum [Member] | Natural Gasoline [Member]	'		'
Regression coefficient	0.9704		0.9727
Maximum [Member] | Isobutane	'		'
Regression coefficient	1.1117		1.1284
Maximum [Member] | Normal butane [Member]	'		'
Regression coefficient	1.0329		1.0386
Maximum [Member] | Natural Gasoline [Member]	'		'
Regression coefficient	0.9738		0.9751
Weighted Average [Member] | Isobutane	'		'
Regression coefficient	1.1064		1.1234
Weighted Average [Member] | Normal butane [Member]	'		'
Regression coefficient	1.0311		1.0364
Weighted Average [Member] | Natural Gasoline [Member]	'		'
Regression coefficient	0.9721		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) (NGL Linefill [Member], USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2014		Sep. 30, 2014		Sep. 30, 2014	Dec. 31, 2013
	gal		Linefill Valued at Market [Member]		Linefill Valued on FIFO [Member]		Level 3 [Member]	Level 3 [Member]
			gal		gal
Beginning balance, volume	17,326,000		5,788,000		11,538,000		'	'
Beginning balance, fair value	$14,516		$4,738		$9,778		'	'
Deliveries into NGL linefill, volume	56,482,000		1,050,000		55,432,000		'	'
Deliveries into NGL linefill, value	36,949		1,013		35,936		'	'
NGL linefill sales, volume	-49,165,000		0		-49,165,000		'	'
NGL linefill sales, value	-30,256		'		-30,256		'	'
Adjustments for linefill contract revision, volume	0		10,791,000		-10,791,000		'	'
Adjustments for linefill contract revision, value	0		9,134		-9,134		'	'
Net change in NGL linefill valuation	-717	[1]	-717	[1]	0	[1]	'	'
Ending balance, volume	24,643,000		17,629,000		7,014,000		'	'
Ending balance, fair value	20,492		14,168		6,324		'	'
Adjustment	'		'		'		$100	$400
[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	Sep. 30, 2014	Dec. 31, 2013
Contingent considerations	'	'	'	'
Net purchase price of acquisition	'	$19,000,000	'	'
Acquisitions	6,000,000	'	'	'
Acquisition-based short-term contingent consideration	'	12,000,000	'	'
Acquisition-based long-term contingent consideration	'	'	6,000,000	'
Contingent cash payment potential, low range	'	'	0	'
Contingent cash payment potential, high range	'	'	6,000,000	'
Debt	'	'	'	'
Debt instrument, fair value	'	'	1,705,200,000	1,663,600,000
Debt instrument, carrying value	'	'	$1,754,367,000	$1,707,310,000

Accrued_Liabilites_Schedule_Of

Accrued Liabilites (Schedule Of Accrued Liabilities) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Accrued Liabilities	'	'
Accrued capital expenditures	$22,418	$17,898
Acquisition-related liabilities	5,543	8,933
Accrued ad valorem and production taxes	17,808	3,551
Distributions payable	2,609	0
Unconditional purchase obligations	2,647	0
Other	17,628	17,067
Accrued liabilities	$68,653	$47,449

Debt_Schedule_Of_Total_Debt_De

Debt (Schedule Of Total Debt) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Total debt	$1,754,367,000	'	$1,754,367,000	'	$1,707,310,000
Less current maturities	-274,000	'	-274,000	'	-524,000
Total long term debt	1,754,093,000	'	1,754,093,000	'	1,706,786,000
Cash paid for interest, net of capitalized interest	17,400,000	17,800,000	60,300,000	40,300,000	'
Revolving Credit [Member]	'	'	'	'	'
Total debt	200,000,000	'	200,000,000	'	152,000,000
6.625% Senior notes - due 2020 [Member]	'	'	'	'	'
Total debt	504,050,000	'	504,050,000	'	504,556,000
5.875% Senior notes - due 2023 [Member]	'	'	'	'	'
Total debt	650,000,000	'	650,000,000	'	650,000,000
4.750% Senior notes - due 2021 [Member]	'	'	'	'	'
Total debt	400,000,000	'	400,000,000	'	400,000,000
Capital Lease Obligations [Member]	'	'	'	'	'
Total debt	$317,000	'	$317,000	'	$754,000

Debt_Narrative_Revolving_Credi

Debt (Narrative) (Revolving Credit Facility) (Details) (USD $)	0 Months Ended	9 Months Ended
In Millions, unless otherwise specified	Aug. 28, 2014	Sep. 30, 2014	Aug. 28, 2014	Aug. 27, 2014
Revolving credit facility compliance statement	'	'As of September 30, 2014, the Partnership was in compliance with all covenants under the credit facility.	'	'
Letter of Credit [Member]	'	'	'	'
Line of credit facility, maximum borrowing capacity	'	$50	'	'
Letters of credit outstanding	'	3.4	'	'
Revolving Credit Facility [Member]	'	'	'	'
Line of credit facility, maximum borrowing capacity	'	800	800	600
Maturity date	'	28-Aug-19	'	'
Revolving credit facility, interest rate description	'changed the per annum interest rate on borrowings to (i) the higher of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) three-month LIBOR plus 1.0%, or (ii) the LIBOR rate for the applicable period (each plus the applicable margin). Previously, part (c) was stated as: one-month LIBOR plus 1.0%.	'	'	'
Weighted average interest rate	'	2.70%	'	'
Line of credit facility, available borrowing capacity	'	596.6	'	'
Additional credit commitment available	'	'	$250	$200

Debt_Narrative_Senior_Notes_De

Debt (Narrative) (Senior Notes) (Details) (USD $)	9 Months Ended		0 Months Ended	1 Months Ended	9 Months Ended		0 Months Ended	9 Months Ended	0 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Mar. 12, 2013	Feb. 28, 2013	Sep. 30, 2013	Sep. 30, 2014	Feb. 11, 2013	Sep. 30, 2014	10-May-13	Sep. 30, 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]	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	'	'	'	'	'	4,100,000	'	'	'	'
Original stated maturity date	'	'	'	'	'	1-Oct-20	'	1-Aug-23	'	15-Nov-21
Gross proceeds from issuance	'	'	'	'	'	'	650,000,000	'	400,000,000	'
Net proceeds from issuance of long term debt	0	1,028,369,000	'	'	'	'	637,300,000	'	391,200,000	'
Extinguishment of Debt Disclosures [Abstract]	'	'	'	'	'	'	'	'	'	'
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	'	'	'	'	'	'
Solicited Consent Costs Expensed	'	'	'	8,000,000	'	'	'	'	'	'
Interest paid	'	'	$2,000,000	$3,700,000	'	'	'	'	'	'

Debt_Schedule_Of_Capital_Lease

Debt (Schedule Of Capital Leased Assets) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Capital leased assets, net	$771,000	'	$771,000	'	$1,951,000
Pipelines Processing And Compression Facilities [Member]	'	'	'	'	'
Pipelines, processing and compression facilities	946,000	'	946,000	'	2,281,000
Less - accumulated depreciation	-175,000	'	-175,000	'	-330,000
Transfer of ownership of assets under capital lease	200,000	'	1,300,000	'	'
Depreciation expense	$27,000	$44,000	$91,000	$293,000	'

Commitments_And_Contingencies_

Commitments And Contingencies (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Commitments And Contingencies	'	'	'	'
Throughput obligation- amount paid	$7.20	$7.20	$22.40	$24.80
Throughput obligation - Due 2014	4.7	'	4.7	'
Throughput obligation - Due 2015	21.3	'	21.3	'
Throughput obligation - Due 2016	23.9	'	23.9	'
Throughput obligation - Due 2017	23.9	'	23.9	'
Throughput obligation - Due 2018	21.8	'	21.8	'
Purchase commitments	$165.80	'	$165.80	'

Benefit_Plans_Narrative_Detail

Benefit Plans (Narrative) (Details)	Sep. 30, 2014
Benefit Plans	'
Number of phantom units or option units authorized	3,435,000
Number of units outstanding	1,755,028
Number of units available for grant	122,968

Benefit_Plans_Schedule_Of_Phan

Benefit Plans (Schedule Of Phantom Unit Activity) (Details) (USD $)	1 Months Ended	3 Months Ended				9 Months Ended
	Feb. 28, 2014	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013
Outstanding, end of period	'	1,755,028		'		1,755,028		'		'
Purchase and retirement of treasury units, units	'	52,741		'		52,741		'		'
Purchase and retirement of treasury units, value	'	$1,733,000		'		$1,733,000		$0		'
Phantom Unit Awards [Member]	'	'		'		'		'		'
Outstanding, beginning of period	'	2,046,819		909,012		1,446,553		1,053,242		'
Outstanding, beginning of period, fair value per unit	'	$35.45	[1]	$33.54	[1]	$36.32	[1]	$33.21	[1]	'
Granted	227,000	16,153		697,122		738,727		740,897		'
Granted, fair value per unit	'	$35.27	[1]	$39.07	[1]	$33.03	[1]	$38.97	[1]	'
Forfeited	'	-17,175		-24,200		-20,825		-26,300		'
Forfeited, value per unit	'	$36.81	[1]	$36.74	[1]	$37.06	[1]	$36.44	[1]	'
Matured and issued	'	-290,769	[2],[3]	-59,112	[2],[3]	-409,427	[2],[3]	-245,017	[2],[3]	'
Matured, fair value per unit	'	$36.21	[1],[2],[3]	$27.81	[1],[2],[3]	$34.68	[1],[2],[3]	$31.44	[1],[2],[3]	'
Outstanding, end of period	'	1,755,028	[4],[5]	1,522,822	[4],[5]	1,755,028	[4],[5]	1,522,822	[4],[5]	'
Outstanding, end of period, fair value per unit	'	$35.31	[1],[4],[5]	$36.24	[1],[4],[5]	$35.31	[1],[4],[5]	$36.24	[1],[4],[5]	'
Matured and not issued	'	12,774	[6]	2,450	[6]	12,774	[6]	2,450	[6]	'
Matured and not issued, fair value per unit	'	$34.22	[1],[6]	$32.95	[1],[6]	$34.22	[1],[6]	$32.95	[1],[6]	'
Non-cash compensation expense recognized	'	6,376,000	[1]	5,998,000	[1]	19,258,000	[1]	13,818,000	[1]	'
Intrinsic value for phantom unit awards exercised	'	9,700,000		2,200,000		13,500,000		8,900,000		'
Number of phantom units settled in cash	'	1,383		0		4,409		1,677		'
Cash paid for vested units	'	49,000		0		145,000		58,000		'
Aggregate intrinsic value for phantom unit awards outstanding	'	64,000,000		'		64,000,000		'		50,700,000
Intrinsic value for phantom unit awards vested but not yet issued	'	400,000		'		400,000		'		0
Number of phantom unit awards classified as liabilities	'	26,812		'		26,812		'		22,539
Vesting period (in years)	'3 years	'		'		'4 years		'		'
Units vesting within twelve months	'	619,378		'		619,378		'		'
Dividend equivalent rights paid	'	1,200,000		1,000,000		3,100,000		2,200,000		'
Unrecognized compensation expense	'	$35,000,000		'		$35,000,000		'		'
Unrecognized compensation expense, weighted average period for recognition (in years)	'	'		'		'2 years 1 month		'		'
[1]	Fair value based upon weighted average grant date price.
[2]	The intrinsic values for phantom unit awards exercised during the three months ended September 30, 2014 and 2013 were $9.7 million and $2.2 million, respectively, and $13.5 million and $8.9 million during the nine months ended September 30, 2014 and 2013, respectively.
[3]	During the three months ended September 30, 2014, there were 1,383 vested phantom units, which were settled for $49 thousand cash. There were no vested phantom units settled in cash during the three months ended September 30, 2013. During the nine months ended September 30, 2014 and 2013, there were 4,409 and 1,677 vested phantom units, respectively, which were settled for $145 thousand and $58 thousand cash, respectively.
[4]	The aggregate intrinsic value for phantom unit awards outstanding at September 30, 2014 and December 31, 2013 was $64.0 million and $50.7 million, respectively.
[5]	There were 26,812 and 22,539 outstanding phantom unit awards at September 30, 2014 and December 31, 2013, respectively, which were classified as liabilities due to a cash option available on the related phantom unit awards.
[6]	The aggregate intrinsic value for phantom unit awards vested but not issued at September 30, 2014 was $0.4 million. There were no vested but not issued phantom unit awards at December 31, 2013.

Related_Party_Transactions_Nar

Related Party Transactions (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Indirect costs and compensation reimbursed	$1,250	$1,250	$3,750	$3,750
Transportation, processing and other fees - affiliates	65	74	211	222
Atlas Resource Partners, L.P. [Member]	'	'	'	'
Transportation, processing and other fees - affiliates	100	100	200	200
General Partner [Member]	'	'	'	'
Indirect costs and compensation reimbursed	1,300	1,300	3,800	3,800
Direct costs reimbursed	'	'	$0	$0

Segment_Information_Schedule_O

Segment Information (Schedule Of Segment Reporting Information, By Segment) (Details) (USD $)	3 Months Ended				9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013
Revenue:	'		'		'		'		'
Revenues - third party	$761,117		$557,796		$2,174,931		$1,526,499		'
Revenues - affiliates	65		74		211		222		'
Total revenues	761,182		557,870		2,175,142		1,526,721		'
Costs and expenses:	'		'		'		'		'
Natural gas and liquids cost of sales	586,448		463,564		1,742,801		1,213,320		'
Operating expenses	29,837		24,806		81,948		71,435		'
General and administrative	18,074		17,887		54,430		44,231		'
Other expenses	-1		685		16		19,585		'
Depreciation and amortization	50,173		51,080		148,632		127,921		'
Interest expense	22,553		24,347		69,275		65,614		'
Total costs and expenses	707,084		582,369		2,097,102		1,542,106		'
Equity loss in joint ventures	-4,711		-1,882		-10,464		-314		'
Gain (loss) on asset dispositions	-636		0		47,829		-1,519		'
Loss on early extinguishment of debt	0		0		0		-26,601		'
Income (loss) before tax	48,751		-26,381		115,405		-43,819		'
Income tax benefit	-623		-817		-1,519		-854		'
Net income (loss)	49,374		-25,564		116,924		-42,965		'
Capital expenditures	192,568		112,152		473,147		327,861		'
Schedule of Assets, by Segment	'		'		'		'		'
Equity method investment in joint ventures	180,602		'		180,602		'		248,301
Goodwill	365,763		'		365,763		'		368,572
Total assets	4,638,412		'		4,638,412		'		4,327,845
Oklahoma [Member]	'		'		'		'		'
Revenue:	'		'		'		'		'
Revenues - third party	439,078	[1]	354,039	[1]	1,305,448	[1]	1,011,669	[1]	'
Revenues - affiliates	0		0		0		0		'
Total revenues	439,078		354,039		1,305,448		1,011,669		'
Costs and expenses:	'		'		'		'		'
Natural gas and liquids cost of sales	352,960		279,846		1,045,315		789,746		'
Operating expenses	16,701		14,373		45,844		46,361		'
General and administrative	0	[1]	0	[1]	0	[1]	0	[1]	'
Other expenses	0		0		0		0		'
Depreciation and amortization	25,181		26,103		76,832		77,605		'
Interest expense	0	[1]	0	[1]	0	[1]	0	[1]	'
Total costs and expenses	394,842		320,322		1,167,991		913,712		'
Equity loss in joint ventures	0		0		0		0		'
Gain (loss) on asset dispositions	0		'		0		-1,519		'
Loss on early extinguishment of debt	'		'		'		0		'
Income (loss) before tax	44,236		33,717		137,457		96,438		'
Income tax benefit	-623		-817		-1,519		-854		'
Net income (loss)	44,859		34,534		138,976		97,292		'
Capital expenditures	111,261		48,612		237,813		167,415		'
Schedule of Assets, by Segment	'		'		'		'		'
Goodwill	178,762		'		178,762		'		178,762
Total assets	2,487,585		'		2,487,585		'		2,265,231
Texas [Member]	'		'		'		'		'
Revenue:	'		'		'		'		'
Revenues - third party	296,656	[1]	226,364	[1]	856,436	[1]	519,493	[1]	'
Revenues - affiliates	0		0		0		0		'
Total revenues	296,656		226,364		856,436		519,493		'
Costs and expenses:	'		'		'		'		'
Natural gas and liquids cost of sales	233,488		183,718		697,486		423,574		'
Operating expenses	12,538		9,891		34,452		23,575		'
General and administrative	0	[1]	0	[1]	0	[1]	0	[1]	'
Other expenses	0		0		0		0		'
Depreciation and amortization	23,851		23,391		68,346		45,562		'
Interest expense	0	[1]	0	[1]	0	[1]	0	[1]	'
Total costs and expenses	269,877		217,000		800,284		492,711		'
Equity loss in joint ventures	-4,711		-3,271		-13,076		-5,430		'
Gain (loss) on asset dispositions	0		'		0		0		'
Loss on early extinguishment of debt	'		'		'		0		'
Income (loss) before tax	22,068		6,093		43,076		21,352		'
Income tax benefit	0		0		0		0		'
Net income (loss)	22,068		6,093		43,076		21,352		'
Capital expenditures	80,865		62,779		234,177		157,552		'
Schedule of Assets, by Segment	'		'		'		'		'
Equity method investment in joint ventures	180,602		'		180,602		'		162,511
Goodwill	187,001		'		187,001		'		189,810
Total assets	2,039,900		'		2,039,900		'		1,872,165
Corporate and Other [Member]	'		'		'		'		'
Revenue:	'		'		'		'		'
Revenues - third party	25,383	[1]	-22,607	[1]	13,047	[1]	-4,663	[1]	'
Revenues - affiliates	65		74		211		222		'
Total revenues	25,448		-22,533		13,258		-4,441		'
Costs and expenses:	'		'		'		'		'
Natural gas and liquids cost of sales	0		0		0		0		'
Operating expenses	598		542		1,652		1,499		'
General and administrative	18,074	[1]	17,887	[1]	54,430	[1]	44,231	[1]	'
Other expenses	-1		685		16		19,585		'
Depreciation and amortization	1,141		1,586		3,454		4,754		'
Interest expense	22,553	[1]	24,347	[1]	69,275	[1]	65,614	[1]	'
Total costs and expenses	42,365		45,047		128,827		135,683		'
Equity loss in joint ventures	0		1,389		2,612		5,116		'
Gain (loss) on asset dispositions	-636		'		47,829		0		'
Loss on early extinguishment of debt	'		'		'		-26,601		'
Income (loss) before tax	-17,553		-66,191		-65,128		-161,609		'
Income tax benefit	0		0		0		0		'
Net income (loss)	-17,553		-66,191		-65,128		-161,609		'
Capital expenditures	442		761		1,157		2,894		'
Schedule of Assets, by Segment	'		'		'		'		'
Equity method investment in joint ventures	0		'		0		'		85,790
Total assets	$110,927		'		$110,927		'		$190,449
[1]	Derivative contracts are carried at the corporate level and interest and general and administrative expenses have not been allocated to the reportable segments as it would be unfeasible to reasonably do so.

Segment_Information_Schedule_O1

Segment Information (Schedule Of Natural Gas And Liquids Sales, By Products) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Natural gas and liquids sales	$673,888	$535,719	$2,004,567	$1,410,797
Natural Gas	'	'	'	'
Natural gas and liquids sales	280,598	181,345	836,847	514,715
NGLs	'	'	'	'
Natural gas and liquids sales	353,294	315,824	1,055,744	803,894
Condensate	'	'	'	'
Natural gas and liquids sales	40,806	37,511	112,694	92,520
Other Revenues	'	'	'	'
Natural gas and liquids sales	($810)	$1,039	($718)	($332)

Supplemental_Condensed_Consoli2

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Balance Sheets) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
ASSETS	'	'	'	'
Cash and cash equivalents	$6,736	$4,914	$10,439	$3,398
Accounts receivable - affiliates	0	0	'	'
Other current assets	286,275	236,864	'	'
Total current assets	293,011	241,778	'	'
Property, plant and equipment, net	3,132,810	2,724,192	'	'
Intangible assets, net	614,817	696,271	'	'
Goodwill	365,763	368,572	'	'
Equity method investment in joint ventures	180,602	248,301	'	'
Long-term portion of derivative assets	6,138	2,270	'	'
Other assets, net	45,271	46,461	'	'
Total assets	4,638,412	4,327,845	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	5,473	2,912	'	'
Other current liabilities	373,184	317,314	'	'
Total current liabilities	378,657	320,226	'	'
Long-term portion of derivative liabilities	0	320	'	'
Long-term debt, less current portion	1,754,093	1,706,786	'	'
Deferred income taxes, net	31,771	33,290	'	'
Other long-term liabilities	6,960	7,318	'	'
Equity	2,466,931	2,259,905	'	'
Total liabilities and equity	4,638,412	4,327,845	'	'
Consolidating Adjustments [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	0	0	0	0
Accounts receivable - affiliates	-238,278	-765,236	'	'
Other current assets	-1,017	-2,236	'	'
Total current assets	-239,295	-767,472	'	'
Property, plant and equipment, net	0	0	'	'
Intangible assets, net	0	0	'	'
Goodwill	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	-5,146,903	-4,674,296	'	'
Other assets, net	0	0	'	'
Total assets	-7,239,126	-7,294,696	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	-238,278	-765,236	'	'
Other current liabilities	0	0	'	'
Total current liabilities	-238,278	-765,236	'	'
Long-term portion of derivative liabilities	'	0	'	'
Long-term debt, less current portion	0	0	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	0	0	'	'
Equity	-7,000,848	-6,529,460	'	'
Total liabilities and equity	-7,239,126	-7,294,696	'	'
Parent Company [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	0	0	0	0
Accounts receivable - affiliates	0	765,236	'	'
Other current assets	65	215	'	'
Total current assets	65	765,451	'	'
Property, plant and equipment, net	0	0	'	'
Intangible assets, net	0	0	'	'
Goodwill	0	0	'	'
Equity method investment in joint ventures	0	0	'	'
Long-term portion of derivative assets	0	0	'	'
Equity investments	4,207,593	3,186,938	'	'
Other assets, net	38,535	41,094	'	'
Total assets	4,246,193	3,993,483	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	10,949	0	'	'
Other current liabilities	14,072	26,819	'	'
Total current liabilities	25,021	26,819	'	'
Long-term portion of derivative liabilities	'	0	'	'
Long-term debt, less current portion	1,754,050	1,706,556	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	191	203	'	'
Equity	2,466,931	2,259,905	'	'
Total liabilities and equity	4,246,193	3,993,483	'	'
Guarantor Subsidiaries [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	172	168	166	157
Accounts receivable - affiliates	238,278	0	'	'
Other current assets	50,764	52,910	'	'
Total current assets	289,214	53,078	'	'
Property, plant and equipment, net	887,502	723,302	'	'
Intangible assets, net	539,984	603,533	'	'
Goodwill	320,869	323,678	'	'
Equity method investment in joint ventures	0	0	'	'
Long-term portion of derivative assets	6,138	2,270	'	'
Equity investments	939,310	1,487,358	'	'
Other assets, net	6,286	1,787	'	'
Total assets	2,989,303	3,195,006	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	0	423,078	'	'
Other current liabilities	57,142	75,031	'	'
Total current liabilities	57,142	498,109	'	'
Long-term portion of derivative liabilities	'	320	'	'
Long-term debt, less current portion	43	230	'	'
Deferred income taxes, net	31,771	33,290	'	'
Other long-term liabilities	769	1,115	'	'
Equity	2,899,578	2,661,942	'	'
Total liabilities and equity	2,989,303	3,195,006	'	'
Non-Guarantor Subsidiaries [Member]	'	'	'	'
ASSETS	'	'	'	'
Cash and cash equivalents	6,564	4,746	10,273	3,241
Accounts receivable - affiliates	0	0	'	'
Other current assets	236,463	185,975	'	'
Total current assets	243,027	190,721	'	'
Property, plant and equipment, net	2,245,308	2,000,890	'	'
Intangible assets, net	74,833	92,738	'	'
Goodwill	44,894	44,894	'	'
Equity method investment in joint ventures	180,602	248,301	'	'
Long-term portion of derivative assets	0	0	'	'
Long term notes receivable	1,852,928	1,852,928	'	'
Other assets, net	450	3,580	'	'
Total assets	4,642,042	4,434,052	'	'
LIABILITIES AND EQUITY	'	'	'	'
Accounts payable - affiliates	232,802	345,070	'	'
Other current liabilities	301,970	215,464	'	'
Total current liabilities	534,772	560,534	'	'
Long-term portion of derivative liabilities	'	0	'	'
Long-term debt, less current portion	0	0	'	'
Deferred income taxes, net	0	0	'	'
Other long-term liabilities	6,000	6,000	'	'
Equity	4,101,270	3,867,518	'	'
Total liabilities and equity	$4,642,042	$4,434,052	'	'

Supplemental_Condensed_Consoli3

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Statements Of Operations) (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Total revenues	$761,182	$557,870	$2,175,142	$1,526,721
Total costs and expenses	-707,084	-582,369	-2,097,102	-1,542,106
Equity income (loss)	-4,711	-1,882	-10,464	-314
Loss on early extinguishment of debt	0	0	0	-26,601
Gain (loss) on asset dispositions	-636	0	47,829	-1,519
Income (loss) before tax	48,751	-26,381	115,405	-43,819
Income tax benefit	-623	-817	-1,519	-854
Net income (loss)	49,374	-25,564	116,924	-42,965
Income attributable to non-controlling interests	-4,029	-1,514	-10,456	-4,693
Preferred unit imputed dividend effect	-11,378	-11,378	-34,134	-18,107
Preferred unit dividends in kind	-11,408	-9,072	-31,533	-14,413
Preferred unit dividends	-2,609	0	-5,624	0
Net income (loss) attributable to common limited partners and the General Partner	19,950	-47,528	35,177	-80,178
Parent Company [Member]	'	'	'	'
Total revenues	0	0	0	0
Total costs and expenses	-22,708	-23,510	-69,728	-63,441
Equity income (loss)	68,053	-3,568	176,196	42,384
Loss on early extinguishment of debt	'	'	'	-26,601
Gain (loss) on asset dispositions	0	'	0	0
Income (loss) before tax	45,345	-27,078	106,468	-47,658
Income tax benefit	0	0	0	0
Net income (loss)	45,345	-27,078	106,468	-47,658
Income attributable to non-controlling interests	0	0	0	0
Preferred unit imputed dividend effect	-11,378	-11,378	-34,134	-18,107
Preferred unit dividends in kind	-11,408	-9,072	-31,533	-14,413
Preferred unit dividends	-2,609	'	-5,624	'
Net income (loss) attributable to common limited partners and the General Partner	19,950	-47,528	35,177	-80,178
Guarantor Subsidiaries [Member]	'	'	'	'
Total revenues	165,650	123,858	441,990	373,713
Total costs and expenses	-148,128	-172,901	-473,344	-452,077
Equity income (loss)	50,544	43,081	158,201	121,997
Loss on early extinguishment of debt	'	'	'	0
Gain (loss) on asset dispositions	-636	'	47,829	-1,519
Income (loss) before tax	67,430	-5,962	174,676	42,114
Income tax benefit	-623	-817	-1,519	-854
Net income (loss)	68,053	-5,145	176,195	42,968
Income attributable to non-controlling interests	0	0	0	0
Preferred unit imputed dividend effect	0	0	0	0
Preferred unit dividends in kind	0	0	0	0
Preferred unit dividends	0	'	0	'
Net income (loss) attributable to common limited partners and the General Partner	68,053	-5,145	176,195	42,968
Non-Guarantor Subsidiaries [Member]	'	'	'	'
Total revenues	596,193	453,862	1,740,979	1,214,750
Total costs and expenses	-536,909	-405,503	-1,561,857	-1,087,432
Equity income (loss)	-4,711	-1,882	-10,464	-314
Loss on early extinguishment of debt	'	'	'	0
Gain (loss) on asset dispositions	0	'	0	0
Income (loss) before tax	54,573	46,477	168,658	127,004
Income tax benefit	0	0	0	0
Net income (loss)	54,573	46,477	168,658	127,004
Income attributable to non-controlling interests	-4,029	-1,514	-10,456	-4,693
Preferred unit imputed dividend effect	0	0	0	0
Preferred unit dividends in kind	0	0	0	0
Preferred unit dividends	0	'	0	'
Net income (loss) attributable to common limited partners and the General Partner	50,544	44,963	158,202	122,311
Consolidating Adjustments [Member]	'	'	'	'
Total revenues	-661	-19,850	-7,827	-61,742
Total costs and expenses	661	19,545	7,827	60,844
Equity income (loss)	-118,597	-39,513	-334,397	-164,381
Loss on early extinguishment of debt	'	'	'	0
Gain (loss) on asset dispositions	0	'	0	0
Income (loss) before tax	-118,597	-39,818	-334,397	-165,279
Income tax benefit	0	0	0	0
Net income (loss)	-118,597	-39,818	-334,397	-165,279
Income attributable to non-controlling interests	0	0	0	0
Preferred unit imputed dividend effect	0	0	0	0
Preferred unit dividends in kind	0	0	0	0
Preferred unit dividends	0	'	0	'
Net income (loss) attributable to common limited partners and the General Partner	($118,597)	($39,818)	($334,397)	($165,279)

Supplemental_Condensed_Consoli4

Supplemental Condensed Consolidated Financial Information (Schedule Of Condensed Consolidating Statements Of Cash Flows) (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Net cash provided by (used in):	'	'
Operating activities	$234,161	$151,121
Investing activities	-350,089	-1,338,149
Financing activities	117,750	1,194,069
Net change in cash and cash equivalents	1,822	7,041
Cash and cash equivalents, beginning of period	4,914	3,398
Cash and cash equivalents, end of period	6,736	10,439
Parent Company [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	158,349	-392,444
Investing activities	-276,535	-818,206
Financing activities	118,186	1,210,650
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	224,688	100,288
Investing activities	-237,278	-822,467
Financing activities	12,594	722,188
Net change in cash and cash equivalents	4	9
Cash and cash equivalents, beginning of period	168	157
Cash and cash equivalents, end of period	172	166
Non-Guarantor Subsidiaries [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	226,701	197,958
Investing activities	-177,918	-455,359
Financing activities	-46,965	264,433
Net change in cash and cash equivalents	1,818	7,032
Cash and cash equivalents, beginning of period	4,746	3,241
Cash and cash equivalents, end of period	6,564	10,273
Consolidating Adjustments [Member]	'	'
Net cash provided by (used in):	'	'
Operating activities	-375,577	245,319
Investing activities	341,642	757,883
Financing activities	33,935	-1,003,202
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) (USD $)	9 Months Ended	4 Months Ended	3 Months Ended		0 Months Ended	3 Months Ended		0 Months Ended	3 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Jul. 14, 2014	Oct. 14, 2014	Sep. 30, 2014	Oct. 28, 2014	Sep. 30, 2014	Sep. 30, 2014	Nov. 14, 2014	Sep. 30, 2014
	Subsequent Event [Member]	Class E preferred limited partners' interests [Member]	Class E preferred limited partners' interests [Member]	Distribution for quarter ended September 30, 2014 [Member]	Distribution for quarter ended September 30, 2014 [Member]	Distribution for quarter ended September 30, 2014 [Member]	Distribution for quarter ended September 30, 2014 [Member]	Distribution for quarter ended September 30, 2014 [Member]	Distribution for quarter ended September 30, 2014 [Member]
			Subsequent Event [Member]	Subsequent Event [Member]	Common Limited Partners [Member]	Common Limited Partners [Member]	General Partner [Member]	Class D convertible preferred limited partners' interests [Member]	Class D convertible preferred limited partners' interests [Member]
					Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]
Subsequent Event [Line Items]	'	'	'	'	'	'	'	'	'
Date of declaration	'	'	'	'	'	28-Oct-14	'	'	28-Oct-14
Cash distribution declared per unit	'	'	'	'	$0.64	'	'	$0.64	'
Cash distribution declared	'	'	'	$62.20	'	'	$8.10	'	'
Date of record	'	'	'	'	'	10-Nov-14	'	'	10-Nov-14
Date of distribution	'	'	'	'	'	14-Nov-14	'	'	14-Nov-14
Distributions paid in kind units	'	'	'	'	'	'	'	321,000	'
Preferred unit cash distribution, per unit	'	$0.68	$0.52	'	'	'	'	'	'
Preferred unit cash distribution amount	'	$3.40	$2.60	'	'	'	'	'	'
Merger terms	'On OctoberB 13, 2014, the Partnership, ATLS and the General Partner entered into a definitive merger agreement with Targa Resources Corp. ("TRC"), Targa Resources Partners LP ("TRP") and certain other parties (the "Merger Agreement"), pursuant to which TRP agreed to acquire the Partnership through a merger of a newly formed wholly-owned subsidiary of TRP with and into the Partnership (the "Merger"). Upon completion of the Merger, holders of the Partnership's common units will have the right to receive (i) 0.5846 TRP common units and (ii) $1.26 in cash for each Partnership common unit.	'	'	'	'	'	'	'	'