Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2013 | Feb. 19, 2014 | Feb. 19, 2014 |
Common Units | Class B Units | |||
Entity Registrant Name | 'MARKWEST ENERGY PARTNERS L P | ' | ' | ' |
Entity Central Index Key | '0001166036 | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' | ' |
Entity Public Float | ' | $8.90 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 157,976,406 | 15,963,512 |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents ($4,114 and $31,584, respectively) | $85,305 | $345,756 |
Restricted cash ($0 and $500, respectively) | 10,000 | 25,500 |
Receivables, net ($5,346 and $403, respectively) | 299,107 | 197,977 |
Inventories ($2,553 and $0, respectively) | 41,363 | 24,633 |
Fair value of derivative instruments | 11,457 | 19,504 |
Deferred income taxes | 23,200 | 5,281 |
Other current assets ($5,527 and $82, respectively) | 44,068 | 34,871 |
Total current assets | 514,500 | 653,522 |
Property, plant and equipment ($1,655,789 and $410,205, respectively) | 8,583,767 | 5,542,316 |
Less: accumulated depreciation ($33,583 and $2,787, respectively) | -890,598 | -602,698 |
Total property, plant and equipment, net | 7,693,169 | 4,939,618 |
Other long-term assets: | ' | ' |
Restricted cash | 10,000 | 10,000 |
Investment in unconsolidated affiliates | 75,627 | 63,054 |
Intangibles, net of accumulated amortization of $285,732 and $221,416, respectively | 874,792 | 855,155 |
Goodwill | 144,856 | 142,174 |
Deferred financing costs, net of accumulated amortization of $25,083 and $18,567, respectively | 52,132 | 51,145 |
Deferred contract cost ($6,591 and $0, respectively), net of accumulated amortization of $2,886 and $2,574, respectively | 26,955 | 676 |
Fair value of derivative instruments | 505 | 10,878 |
Other long-term assets ($658 and $0, respectively) | 3,887 | 2,140 |
Total assets | 9,396,423 | 6,728,362 |
Current liabilities: | ' | ' |
Accounts payable ($82,007 and $73,865, respectively) | 401,088 | 320,627 |
Accrued liabilities ($112,029 and $109,572, respectively) | 437,847 | 390,178 |
Fair value of derivative instruments | 28,838 | 27,229 |
Total current liabilities | 867,773 | 738,034 |
Deferred income taxes | 287,566 | 189,428 |
Fair value of derivative instruments | 27,763 | 32,190 |
Long-term debt, net of discounts of $6,929 and $8,061, respectively | 3,023,071 | 2,523,051 |
Other long-term liabilities | 156,500 | 134,261 |
Commitments and contingencies (see Note 18) | ' | ' |
Redeemable non-controlling interest (see Note 3) | 235,617 | ' |
Equity: | ' | ' |
Non-controlling interest in consolidated subsidiaries | 719,813 | 261,463 |
Total equity | 4,798,133 | 3,111,398 |
Total liabilities and equity | 9,396,423 | 6,728,362 |
Common Units | ' | ' |
Equity: | ' | ' |
Common units | 3,476,295 | 2,097,404 |
Total equity | 3,476,295 | 2,097,404 |
Class B Units | ' | ' |
Equity: | ' | ' |
Common units | 602,025 | 752,531 |
Total equity | $602,025 | $752,531 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Cash and cash equivalents | $85,305 | $345,756 |
Restricted cash | 10,000 | 25,500 |
Receivables, net | 299,107 | 197,977 |
Inventories | 41,363 | 24,633 |
Other current assets | 44,068 | 34,871 |
Property, plant and equipment | 8,583,767 | 5,542,316 |
Accumulated depreciation | 890,598 | 602,698 |
Accumulated amortization, intangibles | 285,732 | 221,416 |
Accumulated amortization, deferred financing costs | 25,083 | 18,567 |
Deferred contract cost | 26,955 | 676 |
Accumulated amortization, deferred contract cost | 2,886 | 2,574 |
Other long-term assets | 3,887 | 2,140 |
Accounts payable | 401,088 | 320,627 |
Accrued liabilities | 437,847 | 390,178 |
Long-term debt, discounts | 6,929 | 8,061 |
Common Units | ' | ' |
Common units issued (in units) | 157,766 | 127,494 |
Common units outstanding (in units) | 157,766 | 127,494 |
Class B Units | ' | ' |
Common units issued (in units) | 15,964 | 19,954 |
Common units outstanding (in units) | 15,964 | 19,954 |
Total Variable Interest Entities | ' | ' |
Cash and cash equivalents | 4,114 | 31,584 |
Restricted cash | 0 | 500 |
Receivables, net | 5,346 | 403 |
Inventories | 2,553 | 0 |
Other current assets | 5,527 | 82 |
Property, plant and equipment | 1,655,789 | 410,205 |
Accumulated depreciation | 33,583 | 2,787 |
Deferred contract cost | 6,591 | 0 |
Other long-term assets | 658 | 0 |
Accounts payable | 82,007 | 73,865 |
Accrued liabilities | $112,029 | $109,572 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Revenue | $1,687,085 | $1,383,279 | $1,522,592 |
Derivative (loss) gain | -24,638 | 56,535 | -29,035 |
Total revenue | 1,662,447 | 1,439,814 | 1,493,557 |
Operating expenses: | ' | ' | ' |
Purchased product costs | 691,165 | 530,328 | 682,370 |
Derivative (gain) loss related to purchased product costs | -1,737 | -13,962 | 52,960 |
Facility expenses | 291,069 | 206,861 | 171,497 |
Derivative loss (gain) related to facility expenses | 2,869 | 1,371 | -6,480 |
Selling, general and administrative expenses | 101,549 | 93,444 | 80,441 |
Depreciation | 299,884 | 183,250 | 143,704 |
Amortization of intangible assets | 64,644 | 53,320 | 43,617 |
(Gain) loss on disposal of property, plant and equipment | -33,763 | 6,254 | 8,797 |
Accretion of asset retirement obligations | 824 | 672 | 1,185 |
Total operating expenses | 1,416,504 | 1,061,538 | 1,178,091 |
Income from operations | 245,943 | 378,276 | 315,466 |
Other income (expense): | ' | ' | ' |
Earnings from unconsolidated affiliates | 1,422 | 2,328 | 158 |
Interest income | 262 | 419 | 422 |
Interest expense | -151,851 | -120,191 | -113,631 |
Amortization of deferred financing costs and discount (a component of interest expense) | -6,726 | -5,601 | -5,114 |
Loss on redemption of debt | -38,455 | ' | -78,996 |
Miscellaneous income, net | 2,519 | 62 | 144 |
Income before provision for income tax | 53,114 | 255,293 | 118,449 |
Provision for income tax (benefit) expense: | ' | ' | ' |
Current | -11,208 | -2,366 | 17,578 |
Deferred | 23,877 | 40,694 | -3,929 |
Total provision for income tax | 12,669 | 38,328 | 13,649 |
Net income | 40,445 | 216,965 | 104,800 |
Net (income) loss attributable to non-controlling interest | -2,368 | 3,437 | -44,105 |
Net income attributable to the Partnership's unitholders | $38,077 | $220,402 | $60,695 |
Net income attributable to the Partnership's common unitholders per common unit (Note 23): | ' | ' | ' |
Basic (in dollars per unit) | $0.26 | $1.98 | $0.75 |
Diluted (in dollars per unit) | $0.24 | $1.69 | $0.75 |
Weighted average number of outstanding common units: | ' | ' | ' |
Basic (in units) | 138,409 | 109,979 | 78,466 |
Diluted (in units) | 160,443 | 130,648 | 78,619 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) | Total | Common Units | Class B Units | Non-controlling Interest | Redeemable Non-Controlling Interest (Temporary Equity) |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2010 | $1,350,294 | $957,452 | ' | $392,842 | ' |
Balance (in units) at Dec. 31, 2010 | ' | 71,440,000 | ' | ' | ' |
Increase (Decrease) in Equity | ' | ' | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs | 1,095,488 | 1,095,488 | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs (in units) | ' | 23,225,000 | ' | ' | ' |
Issuance of Class B units | 752,531 | ' | 752,531 | ' | ' |
Issuance of Class B units (in units) | ' | ' | 19,954,000 | ' | ' |
Distributions paid | -281,203 | -218,398 | ' | -62,805 | ' |
Contributions from non-controlling interest | 126,392 | ' | ' | 126,392 | ' |
Purchase of non-controlling interest of MarkWest Liberty M&R, net of tax benefit | -1,698,810 | -1,198,465 | ' | -500,345 | ' |
Share-based compensation activity | 8,083 | 8,083 | ' | ' | ' |
Share-based compensation activity (in units) | ' | 275,000 | ' | ' | ' |
Excess tax benefits related to share-based compensation | 1,084 | 1,084 | ' | ' | ' |
Deferred income tax impact from changes in equity | -63,417 | -63,417 | ' | ' | ' |
Net income (loss) | 104,800 | 60,695 | ' | 44,105 | ' |
Balance at Dec. 31, 2011 | 1,395,242 | 642,522 | 752,531 | 189 | ' |
Balance (in units) at Dec. 31, 2011 | ' | 94,940,000 | 19,954,000 | ' | ' |
Increase (Decrease) in Equity | ' | ' | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs | 1,634,081 | 1,634,081 | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs (in units) | ' | 32,308,000 | ' | ' | ' |
Distributions paid | -340,038 | -339,967 | ' | -71 | ' |
Contributions from non-controlling interest | 264,782 | ' | ' | 264,782 | ' |
Share-based compensation activity | 6,548 | 6,548 | ' | ' | ' |
Share-based compensation activity (in units) | ' | 246,000 | ' | ' | ' |
Excess tax benefits related to share-based compensation | 907 | 907 | ' | ' | ' |
Deferred income tax impact from changes in equity | -67,089 | -67,089 | ' | ' | ' |
Net income (loss) | 216,965 | 220,402 | ' | -3,437 | ' |
Balance at Dec. 31, 2012 | 3,111,398 | 2,097,404 | 752,531 | 261,463 | ' |
Balance (in units) at Dec. 31, 2012 | ' | 127,494,000 | 19,954,000 | ' | ' |
Increase (Decrease) in Equity | ' | ' | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs | 1,698,066 | 1,698,066 | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs (in units) | ' | 26,115,000 | ' | ' | ' |
Conversion of Class B units to common units | ' | 150,506 | -150,506 | ' | ' |
Conversion of Class B units to common units (in units) | ' | 3,990,000 | -3,990,000 | ' | ' |
Distributions paid | -462,699 | -462,488 | ' | -211 | ' |
Contributions from non-controlling interest | 685,219 | ' | ' | 685,219 | ' |
Redeemable non-controlling interest classified as temporary equity | -235,617 | ' | ' | -235,617 | 235,617 |
Share-based compensation activity | 11,072 | 11,072 | ' | ' | ' |
Share-based compensation activity (in units) | ' | 167,000 | ' | ' | ' |
Other | 6,591 | ' | ' | 6,591 | ' |
Deferred income tax impact from changes in equity | -56,342 | -56,342 | ' | ' | ' |
Net income (loss) | 40,445 | 38,077 | ' | 2,368 | ' |
Balance at Dec. 31, 2013 | 235,617 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $4,798,133 | $3,476,295 | $602,025 | $719,813 | $235,617 |
Balance (in units) at Dec. 31, 2013 | ' | 157,766,000 | 15,964,000 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $40,445 | $216,965 | $104,800 |
Adjustments to reconcile net income to net cash provided by operating activities (net of acquisitions): | ' | ' | ' |
Depreciation | 299,884 | 183,250 | 143,704 |
Amortization of intangible assets | 64,644 | 53,320 | 43,617 |
Loss on redemption of debt | 38,455 | ' | 78,996 |
Amortization of deferred financing costs and discount | 6,726 | 5,601 | 5,114 |
Accretion of asset retirement obligations | 824 | 672 | 1,185 |
Amortization of deferred contract cost | 312 | 312 | 312 |
Phantom unit compensation expense | 16,282 | 14,615 | 13,479 |
Equity in earnings of unconsolidated affiliates | -1,422 | -2,328 | -158 |
Contributions to unconsolidated affiliate | ' | ' | -560 |
Distributions from unconsolidated affiliates | 6,370 | 8,416 | 4,382 |
Unrealized loss (gain) on derivative instruments | 15,602 | -102,127 | 4,147 |
(Loss) gain on disposal of property, plant and equipment | -33,763 | 6,254 | 8,797 |
Deferred income taxes | 23,877 | 40,694 | -3,929 |
Other | ' | ' | 1,626 |
Changes in operating assets and liabilities, net of working capital acquired: | ' | ' | ' |
Receivables | -85,927 | 31,993 | -45,107 |
Inventories | -16,730 | 16,580 | -16,025 |
Other current assets | -9,197 | -23,285 | -3,557 |
Accounts payable and accrued liabilities | 68,070 | 28,417 | 54,795 |
Other long-term assets | -21,747 | -647 | -308 |
Other long-term liabilities | 22,945 | 13,311 | 15,093 |
Net cash provided by operating activities | 435,650 | 492,013 | 410,403 |
Cash flows from investing activities: | ' | ' | ' |
Restricted cash | 15,500 | -9,497 | 2,006 |
Capital expenditures | -3,046,956 | -1,950,324 | -550,839 |
Acquisition of business, net of cash acquired | -222,888 | -506,797 | -230,728 |
Investment in unconsolidated affiliates | -17,521 | -6,066 | ' |
Proceeds from disposal of property, plant and equipment | 209,303 | 596 | 3,450 |
Net cash flows used in investing activities | -3,062,562 | -2,472,088 | -776,111 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from public equity offerings, net | 1,698,066 | 1,634,081 | 1,095,488 |
Proceeds from Credit facility | ' | 511,100 | 1,182,200 |
Payments of Credit facility | ' | -577,100 | -1,116,200 |
Proceeds from long-term debt | 1,000,000 | 742,613 | 1,199,000 |
Payments of long-term debt | -501,112 | ' | -693,888 |
Payments of premiums on redemption of long-term debt | -31,516 | ' | -71,377 |
Payments for debt issuance costs, deferred financing costs and registration costs | -14,046 | -14,720 | -20,163 |
Acquisition of non-controlling interest, including transaction costs | ' | ' | -997,601 |
Contributions from non-controlling interest | 685,219 | 264,781 | 126,392 |
Payments of SMR Liability | -2,241 | -2,058 | -1,875 |
Cash paid for taxes related to net settlement of share-based payment awards | -5,210 | -8,067 | -6,354 |
Excess tax benefits related to share-based compensation | ' | 907 | 1,084 |
Payment of distributions to common unitholders | -462,488 | -339,967 | -218,398 |
Payment of distributions to non-controlling interest | -211 | -71 | -62,805 |
Net cash flows provided by financing activities | 2,366,461 | 2,211,499 | 415,503 |
Net (decrease) increase in cash and cash equivalents | -260,451 | 231,424 | 49,795 |
Cash and cash equivalents at beginning of year | 345,756 | 114,332 | 64,537 |
Cash and cash equivalents at end of year | $85,305 | $345,756 | $114,332 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Basis of Presentation | ' |
Organization and Basis of Presentation | ' |
1. Organization and Basis of Presentation | |
MarkWest Energy Partners, L.P. ("MarkWest Energy Partners") was formed in January 2002 as a Delaware limited partnership. MarkWest Energy Partners and its subsidiaries (collectively, the "Partnership") are engaged in the gathering, processing and transportation of natural gas; the gathering, transportation, fractionation, storage and marketing of NGLs and the gathering and transportation of crude oil. We have a leading presence in many unconventional gas plays including the Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale and Granite Wash formations. The Partnership's principal executive office is located in Denver, Colorado. | |
The Partnership's consolidated financial statements include all majority-owned or majority-controlled subsidiaries. In addition, MarkWest Utica EMG and its subsidiaries, a VIE for which the Partnership has been determined to be the primary beneficiary, is included in the consolidated financial statements (see Note 3). For non-wholly-owned subsidiaries, the interests owned by third parties have been recorded as Non-controlling interest in consolidated subsidiaries in the accompanying Consolidated Balance Sheets. Intercompany investments, accounts and transactions have been eliminated. The Partnership's investment in MarkWest Pioneer and Centrahoma, in which the Partnership exercises significant influence but does not control and is not the primary beneficiary, are accounted for using the equity method. The accompanying consolidated financial statements of the Partnership have been prepared in accordance with GAAP. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates affect, among other items, valuing identified intangible assets; determining the fair value of derivative instruments; valuing inventory; evaluating impairments of long-lived assets, goodwill and equity investments; establishing estimated useful lives for long-lived assets; recognition of share-based compensation expense; estimating revenues, expense accruals and capital expenditures; valuing asset retirement obligations; and in determining liabilities, if any, for environmental and legal contingencies. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Partnership considers investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. Such investments include money market accounts. | ||||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists primarily of cash and investments that must be maintained as collateral for letters of credit issued to certain third party producer customers. The balances will be outstanding until certain capital projects are completed and the third party releases the restriction. Restricted cash balances for which the restrictions are not expected to be released within a period of twelve months are classified as long-term assets in the Consolidated Balance Sheets. | ||||||||||||||
Inventories | ||||||||||||||
Inventories, which consist primarily of natural gas, propane, other NGLs and spare parts and supplies, are valued at the lower of weighted-average cost or fair value. Processed natural gas and NGL inventories include material, labor and overhead. Shipping and handling costs related to purchases of natural gas and NGLs are included in inventory. | ||||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are recorded at cost. Expenditures that extend the useful lives of assets are capitalized. Repairs, maintenance and renewals that do not extend the useful lives of the assets are expensed as incurred. Interest costs for the construction or development of long-lived assets are capitalized and amortized over the related asset's estimated useful life. Leasehold improvements are depreciated over the shorter of the useful life or lease term. Depreciation is provided, principally on the straight-line method, over a period of 10 to 25 years for all assets, with the exception of miscellaneous equipment and vehicles, which are depreciated over a period of three to ten years. | ||||||||||||||
The Partnership evaluates transactions involving the sale of property, plant and equipment to determine if they are, in-substance, the sale of real estate. Tangible assets may be considered real estate if the costs to relocate them for use in a different location exceeds 10% of the asset's fair value. Financial assets, primarily in the form of ownership interests in an entity, may be in-substance real estate based on the significance of the real estate in the entity. Sales of real estate are not considered consummated if the Partnership maintains an interest in the asset after it is sold or has certain other forms of continuing involvement. Significant judgment is required to determine if a transaction is a sale of real estate and if a transaction has been consummated. If a sale of real estate is not considered consummated, the Partnership cannot record the transaction as a sale and must account for the transaction under an alternative method of accounting such as a financing or leasing arrangement. The Partnership's sale of the SMR in 2009, which was considered in-substance real estate, was not considered a sale due to the Partnership's continuing involvement and was accounted for as a financing arrangement. See Note 6 for a description of the transaction and its impact on the financial statements. | ||||||||||||||
Asset Retirement Obligations | ||||||||||||||
An asset retirement obligation ("ARO") is a legal obligation associated with the retirement of tangible long-lived assets that generally result from the acquisition, construction, development or normal operation of the asset. AROs are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made and added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is determined using a risk free interest rate and increases due to the passage of time based on the time value of money until the obligation is settled. The Partnership recognizes a liability of a conditional ARO as soon as the fair value of the liability can be reasonably estimated. A conditional ARO is defined as an unconditional legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. | ||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||
Equity investments in which the Partnership exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying Consolidated Balance Sheets. | ||||||||||||||
The Partnership believes the equity method is an appropriate means for it to recognize increases or decreases measured by GAAP in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has an other than a temporary decline. | ||||||||||||||
Redeemable non-controlling interest | ||||||||||||||
Non-controlling interests that are puttable by the non-controlling interest holder to the Partnership are considered to be redeemable non-controlling interests if the redemption feature is not deemed to be a freestanding financial instrument and if the redemption is not solely within the control of the Partnership. Redeemable non-controlling interest is not considered to be a component of Equity and is reported as temporary equity in the mezzanine section on the Consolidated Balance Sheets. The amount recorded as redeemable non-controlling interest at each balance sheet date is the greater of the redemption value and the carrying value of the redeemable non-controlling interest (the initial carrying value increased or decreased for the non-controlling interest holders' share of net income or loss and distributions). | ||||||||||||||
Collaborative Arrangements | ||||||||||||||
Our collaborative arrangements principally relate to contractual arrangements to pursue the development of facilities and services to support the rapid growth of NGL production occurring in the liquids-rich areas of the Marcellus and Utica Shales. Each party to the contractual arrangement jointly owns certain property and share in revenue, if any, and operating expenses in accordance with their respective ownership interest. | ||||||||||||||
Intangibles | ||||||||||||||
The Partnership's intangibles are mainly comprised of customer contracts and relationships acquired in business combinations and recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Using relevant information and assumptions, management determines the fair value of acquired identifiable intangible assets. Fair value is generally calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. The key assumptions include probability of contract renewals, economic incentives to retain customers, historical volumes, current and future capacity of the gathering system, pricing volatility and the discount rate. Amortization of intangibles with definite lives is calculated using the straight-line method over the estimated useful life of the intangible asset. The estimated economic life is determined by assessing the life of the assets related to the contracts and relationships, likelihood of renewals, the projected reserves, competitive factors, regulatory or legal provisions and maintenance and renewal costs. | ||||||||||||||
Goodwill | ||||||||||||||
Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The Partnership evaluates goodwill for impairment annually as of November 30, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Partnership may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Partnership may elect to perform the two-step goodwill impairment test without completing a qualitative assessment. If a two-step process goodwill impairment test is elected or required, the first step involves comparing the fair value of the reporting unit to which goodwill has been allocated, with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value to the carrying value of the goodwill for that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, the excess of the carrying value over the implied fair value is recognized as an impairment loss. | ||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
The Partnership's policy is to evaluate whether there has been an impairment in the value of long-lived assets when certain events indicate that the remaining balance may not be recoverable. The Partnership evaluates the carrying value of its property, plant and equipment on at least a segment level and at lower levels where the cash flows for specific assets can be identified and are largely independent from other asset groups. A long-lived asset group is considered impaired when the estimated undiscounted cash flows from such asset group are less than the asset group's carrying value. In that event, a loss is recognized to the extent that the carrying value exceeds the fair value of the long-lived asset group. Fair value is determined primarily using estimated discounted cash flows. Management considers the volume of reserves behind the asset and future NGL product and natural gas prices to estimate cash flows. The amount of additional reserves developed by future drilling activity depends, in part, on expected natural gas prices. Projections of reserves, drilling activity and future commodity prices are inherently subjective and contingent upon a number of variable factors, many of which are difficult to forecast. Any significant variance in any of these assumptions or factors could materially affect future cash flows, which could result in the impairment of an asset group. | ||||||||||||||
For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value, less the cost to sell, to determine if impairment is required. Until the assets are disposed of, an estimate of the fair value is re-determined when related events or circumstances change. | ||||||||||||||
Deferred Financing Costs | ||||||||||||||
Deferred financing costs are amortized over the contractual term of the related obligations or, in certain circumstances, accelerated if the obligation is refinanced, using the effective interest method. | ||||||||||||||
Deferred Contract Cost | ||||||||||||||
The Partnership may pay consideration to a producer upon entering a long-term arrangement to provide midstream services to the producer. In such cases, the amount of consideration paid is recorded as Deferred contract cost, net of accumulated amortization on the accompanying Consolidated Balance Sheets and is amortized over the term of the arrangement. | ||||||||||||||
Derivative Instruments | ||||||||||||||
Derivative instruments (including derivative instruments embedded in other contracts) are recorded at fair value and included in the Consolidated Balance Sheets as assets or liabilities. Assets and liabilities related to derivative instruments with the same counterparty are not netted in the Consolidated Balance Sheets. The Partnership discloses the fair value of all of its derivative instruments separate from other assets and liabilities under the caption Fair value of derivative instruments in the Consolidated Balance Sheets, inclusive of option premiums (net of amortization), if any. Changes in the fair value of derivative instruments are reported in the Statements of Operations in accounts related to the item whose value or cash flows are being managed. Substantially all derivative instruments were marked to market through Revenue, Purchased product costs, or Facility expenses. Revenue gains and losses relate to contracts utilized to manage the cash flow for the sale of a product and the amortization of associated option premiums. Option premiums are amortized over the effective term of the corresponding option contract. Purchased product costs gains and losses relate to contracts utilized to manage the cost of natural gas purchases, typically related to keep-whole arrangements. Facility expenses gains and losses relate to a contract utilized to manage electricity costs. Changes in risk management activities are reported as an adjustment to net income in computing cash flow from operating activities on the accompanying Consolidated Statements of Cash Flows. | ||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Partnership did not designate any hedges or designate any contracts as normal purchases and normal sales. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Management believes the carrying amount of financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and accrued liabilities approximate fair value because of the short-term maturity of these instruments. The recorded value of the amounts outstanding under the Credit Facility, if any, approximate fair value due to the variable interest rate that approximates current market rates. Derivative instruments are recorded at fair value, based on available market information (see Note 8). The following table shows the carrying value and related fair value of financial instruments that are not recorded in the financial statements at fair value as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,023,071 | $ | 3,079,460 | $ | 2,523,051 | $ | 2,763,080 | ||||||
SMR Liability | 89,592 | 120,922 | 91,851 | 130,736 | ||||||||||
The fair value of the long-term debt is estimated based on recent market non-binding indicative quotes. The Partnership has continued to report an asset and the related depreciation, for the total capitalized costs of constructing the SMR and has recorded a liability equal to the proceeds from the transaction plus the estimated costs incurred by the buyer to complete construction ("SMR Liability"). The fair value of the SMR Liability is estimated using a discounted cash flow approach based on the contractual cash flows and the Partnership's unsecured borrowing rate. Both the long-term debt and SMR fair values are considered Level 3 measurements as discussed below. | ||||||||||||||
Fair Value Measurement | ||||||||||||||
Financial assets and liabilities recorded at fair value in the Consolidated Balance Sheets are categorized based upon a fair value hierarchy established by GAAP, which classifies the inputs used to measure fair value into the following levels: | ||||||||||||||
• | ||||||||||||||
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
• | ||||||||||||||
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||||||||
• | ||||||||||||||
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||||||||||||||
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||||||||||||||
The determination to classify a financial instrument within Level 3 of the valuation hierarchy is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 inputs, observable inputs (that is, inputs that are actively quoted and can be validated to external sources); accordingly, the gains and losses for Level 3 financial instruments include changes in fair value due in part to observable inputs that are part of the valuation methodology. Level 3 financial instruments include crude oil options, all NGL derivatives and the embedded derivatives in commodity contracts discussed in Note 7 as they have significant unobservable inputs. | ||||||||||||||
The methods and assumptions described above may produce a fair value that may not be realized in future periods upon settlement. Furthermore, while the Partnership believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. For further discussion see Note 8. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Partnership generates the majority of its revenues from natural gas gathering, transportation and processing; NGL gathering, transportation, fractionation, marketing and storage; and crude oil gathering and transportation. It enters into a variety of contract types. The Partnership provides services under the following different types of arrangements: | ||||||||||||||
• | ||||||||||||||
Fee-based arrangements—Under fee-based arrangements, the Partnership receives a fee or fees for one or more of the following services: gathering, processing and transmission of natural gas; gathering, transportation, fractionation exchange and storage of NGLs; and gathering and transportation of crude oil. The revenue the Partnership earns from these arrangements is generally directly related to the volume of natural gas, NGLs or crude oil that flows through the Partnership's systems and facilities and is not directly dependent on commodity prices. In certain cases, the Partnership's arrangements provide for minimum annual payments or fixed demand charges. | ||||||||||||||
• | ||||||||||||||
Percent-of-proceeds arrangements—Under percent-of-proceeds arrangements, the Partnership gathers and processes natural gas on behalf of producers, sells the resulting residue gas, condensate and NGLs at market prices and remits to producers an agreed-upon percentage of the proceeds. In other cases, instead of remitting cash payments to the producer, the Partnership delivers an agreed-upon percentage of the residue gas and NGLs to the producer and sells the volumes the Partnership keeps to third parties. | ||||||||||||||
• | ||||||||||||||
Keep-whole arrangements—Under keep-whole arrangements, the Partnership gathers natural gas from the producer, processes the natural gas and sells the resulting condensate and NGLs to third parties at market prices. Because the extraction of the condensate and NGLs from the natural gas during processing reduces the Btu content of the natural gas, the Partnership must either purchase natural gas at market prices for return to producers or make cash payment to the producers equal to the energy content of this natural gas. Certain keep-whole arrangements also have provisions that require the Partnership to share a percentage of the keep-whole profits with the producers based on the oil to gas ratio or the NGL to gas ratio. | ||||||||||||||
• | ||||||||||||||
Percent-of-index arrangements—Under percent-of-index arrangements, the Partnership purchases natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount. The Partnership then gathers and delivers the natural gas to pipelines where the Partnership resells the natural gas at the index price or at a different percentage discount to the index price. | ||||||||||||||
Under certain contracts, the Partnership is allowed to retain a fixed percentage of the volume gathered to cover the compression fuel charges and deemed-line losses. To the extent the Partnership's gathering systems are operated more or less efficiently than specified per contract allowance, the Partnership is entitled to retain the benefit or loss for its own account. | ||||||||||||||
In many cases, the Partnership provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of the Partnership's contracts vary based on gas quality conditions, the competitive environment when the contracts are signed and customer requirements. It is upon delivery and title transfer that the Partnership meets all four revenue recognition criteria and it is at such time that the Partnership recognizes revenue. | ||||||||||||||
The Partnership's assessment of each of the revenue recognition criteria as they relate to its revenue producing activities is as follows: | ||||||||||||||
Persuasive evidence of an arrangement exists. The Partnership's customary practice is to enter into a written contract, executed by both the customer and the Partnership. | ||||||||||||||
Delivery. Delivery is deemed to have occurred at the time the product is delivered and title is transferred or, in the case of fee-based arrangements, when the services are rendered. | ||||||||||||||
The fee is fixed or determinable. The Partnership negotiates the fee for its services at the outset of its fee-based arrangements. In these arrangements, the fees are nonrefundable. For other arrangements, the amount of revenue is determinable when the sale of the applicable product has been completed upon delivery and transfer of title. | ||||||||||||||
Collectability is reasonably assured. Collectability is evaluated on a customer-by-customer basis. New and existing customers are subject to a credit review process, which evaluates a customer's financial position (e.g. cash position and credit rating) and its ability to pay. If collectability is not considered reasonably assured at the outset of an arrangement in accordance with the Partnership's credit review process, revenue is recognized when the fee is collected. | ||||||||||||||
The Partnership enters into revenue arrangements where it sells customers' gas and/or NGLs and depending on the nature of the arrangement acts as the principal or agent. Revenue from such sales is recognized gross where the Partnership acts as the principal, as the Partnership takes title to the gas and/or NGLs, has physical inventory risk and does not earn a fixed amount. Revenue is recognized net when the Partnership acts as an agent and earns a fixed amount and does not take ownership of the gas and/or NGLs. | ||||||||||||||
Amounts billed to customers for shipping and handling, including fuel costs, are included in Revenue, except under contracts where we are acting as an agent. Shipping and handling costs associated with product sales are included in operating expenses. Taxes collected from customers and remitted to the appropriate taxing authority are excluded from revenue. | ||||||||||||||
Revenue and Expense Accruals | ||||||||||||||
The Partnership routinely makes accruals based on estimates for both revenues and expenses due to the timing of compiling billing information, receiving certain third party information and reconciling the Partnership's records with those of third parties. The delayed information from third parties includes, among other things, actual volumes purchased, transported or sold, adjustments to inventory and invoices for purchases, actual natural gas and NGL deliveries and other operating expenses. The Partnership makes accruals to reflect estimates for these items based on its internal records and information from third parties. Estimated accruals are adjusted when actual information is received from third parties and the Partnership's internal records have been reconciled. | ||||||||||||||
Incentive Compensation Plans | ||||||||||||||
The Partnership issues phantom units under its share-based compensation plans as described further in Note 20. A phantom unit entitles the grantee to receive a common unit upon the vesting of the phantom unit. Phantom units are treated as equity awards and compensation expense is measured for these phantom unit grants based on the fair value of the units on the grant date, as defined by GAAP. The fair value of the units awarded is amortized into earnings, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. For certain plans, the awards may be accounted for as liability awards and the compensation expense is adjusted monthly for the change in the fair value of the unvested units granted. | ||||||||||||||
To satisfy common unit awards, the Partnership may issue new common units, acquire common units in the open market or use common units already owned by the general partner. | ||||||||||||||
Tax effects of share-based compensation | ||||||||||||||
The Partnership elected to adopt the simplified method to establish the beginning balance of the additional paid-in capital pool ("APIC Pool") related to the tax effects of employee share-based compensation and to determine the subsequent impact on the APIC Pool and Consolidated Statements of Cash Flows of the tax effects of share-based compensation awards that were outstanding upon adoption. Additional paid-in capital is reported as Common units in the accompanying Consolidated Balance Sheets. Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for share-based compensation awards exercised are classified as financing cash flows and are included as Excess tax benefits related to share-based compensation in the accompanying Consolidated Statements of Cash Flows. | ||||||||||||||
Income Taxes | ||||||||||||||
The Partnership is not a taxable entity for federal income tax purposes. As such, the Partnership does not directly pay federal income tax. The Partnership's taxable income or loss, which may vary substantially from the net income or loss reported in the Consolidated Statements of Operations, is includable in the federal income tax returns of each partner. The Partnership is, however, a taxable entity under certain state jurisdictions. The Corporation is a tax paying entity for both federal and state purposes. | ||||||||||||||
In addition to paying tax on its own earnings, the Corporation recognizes a tax expense or a tax benefit on its proportionate share of Partnership income or loss resulting from the Corporation's ownership of Class A units of the Partnership even though for financial reporting purposes such income or loss is eliminated in consolidation. The Class A units represent limited partner interests with the same rights as common units except that the Class A units do not have voting rights, except as required by law. Class A units are not treated as outstanding common units in the Consolidated Balance Sheet as they are eliminated in the consolidation of the Corporation. The deferred income tax component relates to the change in the temporary book to tax basis difference in the carrying amount of the investment in the Partnership which results primarily from its timing differences in the Corporation's proportionate share of the book income or loss as compared with the Corporation's proportionate share of the taxable income or loss of the Partnership. | ||||||||||||||
The Partnership and the Corporation account for income taxes under the asset and liability method. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, capital loss carryforwards and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized as tax expense (benefit) from continuing operations in the period that includes the enactment date of the tax rate change. Realizability of deferred tax assets is assessed and, if not more likely than not, a valuation allowance is recorded to reflect the deferred tax assets at net realizable value as determined by management. Deferred tax balances that are expected to be settled within twelve months are classified as current and all other deferred tax balances are classified as long-term in the accompanying Consolidated Balance Sheets. All changes in the tax bases of assets and liabilities are allocated among continued operations and items charged or credited directly to equity. | ||||||||||||||
Earnings (Loss) Per Unit | ||||||||||||||
The Partnership's outstanding phantom units are considered to be participating securities and the Class B units are considered to be a separate class of common units that do not participate in cash distributions. Therefore, basic and diluted earnings per common unit are calculated pursuant to the two-class method described in GAAP for earnings per share. In accordance with the two-class method, basic earnings per common unit is calculated by dividing net income attributable to the Partnership's unitholders, after deducting amounts that are allocable to participating securities or separate class of common units, the outstanding phantom units and Class B units, by the weighted average number of common units outstanding during the period. The amount allocable to the phantom units and Class B units is generally calculated as if all of the net income attributable to the Partnership's unitholders were distributed and not on the basis of actual cash distributions for the period. Therefore, no earnings are allocable to Class B units as they do not participate in cash distributions. During periods in which a net loss attributable to the Partnership is reported or periods in which the total distributions exceed the reported net income attributable to the Partnership's unitholders, the amount allocable to the phantom units and Class B units is based on actual distributions to the phantom units and Class B unitholders. Diluted earnings per unit is calculated by dividing net income attributable to the Partnership's unitholders, after deducting amounts allocable to the outstanding phantom units and Class B units, by the weighted average number of potential common units outstanding during the period. Potential common units are excluded from the calculation of diluted earnings per unit during periods in which net income attributable to the Partnership's unitholders, after deducting amounts that are allocable to the outstanding phantom units and Class B units, is a loss as the impact would be anti-dilutive. | ||||||||||||||
Business Combinations | ||||||||||||||
Transactions in which the Partnership acquires control of a business are accounted for under the acquisition method. The identifiable assets, liabilities and any non-controlling interests are recorded at the estimated fair market values as of the acquisition date. The purchase price in excess of the fair value acquired is recorded as goodwill. | ||||||||||||||
Accounting for Changes in Ownership Interests in Subsidiaries | ||||||||||||||
The Partnership's ownership interest in a consolidated subsidiary may change if it sells a portion of its interest or acquires additional interest or if the subsidiary issues or repurchases its own shares. If the transaction does not result in a change in control over the subsidiary, the transaction is accounted for as an equity transaction. If a sale results in a change in control, it would result in the deconsolidation of a subsidiary with a gain or loss recognized in the Consolidated Statements of Operations. If the purchase of additional interest occurs which changes the acquirer's ownership interest from non-controlling to controlling, the acquirer's preexisting interest in the acquiree is remeasured to its fair value, with a resulting gain or loss recorded in earnings upon consummation of the business combination. Once an entity has control of a subsidiary, its acquisitions of some or all of the noncontrolling interests in that subsidiary are accounted for as equity transactions and are not considered to be a business combination. See Note 3 for a description of the transaction that resulted in a change in the Partnership's ownership interest in a subsidiary and the impact of these transactions to the financial statements. | ||||||||||||||
Variable_Interest_Entities
Variable Interest Entities | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Variable Interest Entities | ' | |||||||||||||||||||
Variable Interest Entities | ' | |||||||||||||||||||
3. Variable Interest Entities | ||||||||||||||||||||
MarkWest Utica EMG | ||||||||||||||||||||
Effective January 1, 2012, the Partnership and EMG Utica, LLC ("EMG Utica") (together the "Members"), executed agreements to form a joint venture, MarkWest Utica EMG, to develop significant natural gas gathering, processing and NGL fractionation, transportation and marketing infrastructure in eastern Ohio. | ||||||||||||||||||||
In February 2013, the Members entered into the Amended and Restated Limited Liability Company Agreement of MarkWest Utica EMG ("Amended Utica LLC Agreement") which replaced the original agreement. Pursuant to the Amended Utica LLC Agreement, the aggregate funding commitment of EMG Utica increased from $500.0 million to $950.0 million (the "Minimum EMG Investment"). As part of this commitment, EMG Utica was required to fund, as needed, all capital required for MarkWest Utica EMG until such time as EMG Utica had contributed aggregate capital equal to $750.0 million (the "Tier 1 EMG Contributions"). Following the funding of the Tier 1 EMG Contributions, the Partnership had the one time right to elect to fund up to 60% of all capital required for MarkWest Utica EMG until such time as EMG Utica has contributed aggregate capital equal to the Minimum EMG Investment. | ||||||||||||||||||||
The Partnership elected not to fund the 60% and therefore, EMG Utica was required to fund all capital until the Minimum EMG Investment was satisfied which occurred in May 2013. As EMG Utica has funded the Minimum EMG Investment, the Partnership will be required to fund, as needed, 100% of future capital for MarkWest Utica EMG until such time as the aggregate capital that has been contributed by the Partnership and EMG Utica equals $2.0 billion. After such time, and until such time as the investment balances of the Partnership and EMG Utica are in the ratio of 70% and 30%, respectively (such time being referred to as the "Second Equalization Date"), EMG Utica will have the right, but not the obligation, to fund up to 10% of each capital call for MarkWest Utica EMG and the Partnership will be required to fund all remaining capital not elected to be funded by EMG Utica. After the Second Equalization Date, the Partnership and EMG Utica will have the right, but not the obligation, to fund its pro rata portion (based on the respective investment balances) of any additional required capital and may also fund additional capital which the other party elects not to fund. As of December 31, 2013, EMG Utica has contributed $950.0 million and the Partnership has contributed $566.5 million to MarkWest Utica EMG. | ||||||||||||||||||||
Under the Amended Utica LLC Agreement, after EMG Utica has contributed more than $500.0 million to MarkWest Utica EMG and prior to December 31, 2016, EMG Utica's investment balance will also be increased by a quarterly special non-cash allocation of income ("Preference Amount") that is based upon the amount of capital contributed by EMG Utica in excess of $500.0 million. No Preference Amount will accrue to EMG Utica's investment balance after December 31, 2016. EMG Utica received a special non-cash allocation of income of approximately $23.2 million for the year ended December 31, 2013. | ||||||||||||||||||||
If the Partnership's investment balance does not equal at least 51% of the aggregate investment balances of both Members as of December 31, 2016, then EMG Utica may require that the Partnership purchase membership interests from EMG Utica so that, following the purchase, the Partnership's investment balance equals 51% of the aggregate investment balances of the Members. The purchase price payable would equal the investment balance associated with the membership interests acquired from EMG Utica. If EMG Utica makes this election, the Partnership would be required to purchase the membership interests on or before March 1, 2017, but effective as of January 1, 2017. The amount of non-controlling interest subject to the redemption option as of December 31, 2013 is reported as Redeemable non-controlling interest in the mezzanine equity section of the Partnership's Consolidated Balance Sheets. | ||||||||||||||||||||
Under the Amended Utica LLC Agreement, the Partnership will continue to receive 60% of cash generated by MarkWest Utica EMG that is available for distribution until the earlier of December 31, 2016 and the date on which the Partnership's investment balance equals 60% of the aggregate investment balances of the Partnership and EMG Utica. After the earlier of those dates, cash generated by MarkWest Utica EMG that is available for distribution will be allocated to the Partnership and EMG Utica in proportion to their respective investment balances. | ||||||||||||||||||||
In contemplation of executing the Amended Utica LLC Agreement, the Partnership and EMG Utica executed an amendment to the original agreement in January 2013 that obligated the Partnership to temporarily fund MarkWest Utica EMG while EMG Utica completed efforts to raise additional capital to fund its remaining $150.0 million capital commitment under the original agreement. In February 2013, the Partnership contributed approximately $76.2 million to MarkWest Utica EMG and subsequently received a distribution of $61.2 million as reimbursement for the temporary funding. The remaining $15.0 million was retained by MarkWest Utica EMG and is treated as a capital contribution from the Partnership under the terms of the Amended Utica LLC Agreement. | ||||||||||||||||||||
Ohio Gathering is a consolidated subsidiary of MarkWest Utica EMG engaged in providing natural gas gathering services in the Utica Shale in eastern Ohio. As of December 31, 2013, MarkWest Utica EMG owns more than 99% of Ohio Gathering. As of December 31, 2013, Blackhawk Midstream LLC ("Blackhawk") owns less than a 1% interest in Ohio Gathering, but has an option to acquire up to a 40% voting interest ("Ohio Gathering Option"). In December 2013, Blackhawk agreed to sell its interest and the Ohio Gathering Option to Summit; the transaction closed in January 2014. If Summit elects to exercise the option and contribute capital to Ohio Gathering, its ownership interest will equal the amount of its contribution expressed as a percentage of the total capital contributed to Ohio Gathering since inception (inclusive of the amounts contributed by Summit upon exercise of the Ohio Gathering Option). The Ohio Gathering Option expires on May 11, 2014. As noted in the MarkWest EMG Utica Condensate and Ohio Condensate section below, Summit also has an option to acquire up to a 40% interest in Ohio Condensate. If Summit elects to exercise one of the options it must exercise the other at the same time and for the same percentage ownership. | ||||||||||||||||||||
The Partnership has determined that MarkWest Utica EMG is a VIE primarily due to MarkWest Utica EMG's inability to fund its planned activities without additional subordinated financial support. The Partnership has concluded that it is the primary beneficiary of MarkWest Utica EMG. As the primary beneficiary of MarkWest Utica EMG, the Partnership consolidates the entity and recognizes non-controlling interest and redeemable non-controlling interest. The decision to consolidate MarkWest Utica EMG is re-evaluated every quarterly period and is subject to change. | ||||||||||||||||||||
The assets of MarkWest Utica EMG are the property of MarkWest Utica EMG and are not available to the Partnership for any other purpose, including as collateral for its secured debt (see Notes 16 and 25). MarkWest Utica EMG's asset balances can only be used to settle its own obligations. The liabilities of MarkWest Utica EMG do not represent additional claims against the Partnership's general assets and the creditors or beneficial interest holders of MarkWest Utica EMG do not have recourse to the general credit of the Partnership. The Partnership's maximum exposure to loss as a result of its involvement with MarkWest Utica EMG includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. Other than temporary funding due to the timing of the administrative process associated with capital calls in the beginning of 2013, the Partnership did not provide any financial support to MarkWest Utica EMG that it was not contractually obligated to provide during the years ended December 31, 2013 and 2012. The Partnership was reimbursed for its temporary funding except for $15.0 million that was retained and treated as a capital contribution from the Partnership as discussed above. | ||||||||||||||||||||
The results of operations of MarkWest Utica EMG and its subsidiary are shown separately as the Utica segment and are shown in parentheses on the Consolidated Balances Sheets (see Note 24). | ||||||||||||||||||||
MarkWest Utica EMG Condensate and Ohio Condensate | ||||||||||||||||||||
In December 2013, the Partnership and EMG ("Condensate Members") executed the Limited Liability Company Agreement of MarkWest Utica EMG Condensate, L.L.C, ("Utica Condensate LLC Agreement") to form MarkWest Utica EMG Condensate (or "Utica Condensate") for the purpose of engaging in wellhead condensate gathering, stabilization, terminalling, storage and marketing in the state of Ohio. | ||||||||||||||||||||
Under the terms of the Utica Condensate LLC Agreement, until the Condensate Equalization Date (as defined below) the Partnership has a 55% ownership interest and EMG has a 45% ownership interest in Utica Condensate. After the Condensate Equalization Date, each Condensate Member's ownership interest will be equal to its investment balance expressed as a percentage of the aggregate investment balance of all Condensate Members at the end of each accounting period. However, both before and after the Condensate Equalization Date, allocations of profits and losses and distributions of available cash will be made to the Condensate Members based upon the investment balances of the Condensate Members. The investment balances of the Condensate Members are subject to reduction if, and to the extent, that the Condensate Members receive distributions of available cash prior to the Condensate Equalization Date as a result of the exercise of the Condensate Option by Summit as described below. EMG is required to provide 100% of the capital funding to Utica Condensate until the earlier of 1) such time that EMG has contributed $100.0 million ("Tier 1 Condensate Contributions") or 2) September 1, 2014. If EMG completes the Tier 1 Condensate Contributions prior to September 1, 2014, the Partnership is required to contribute 100% of the required capital until the earlier of 1) September 1, 2014, 2) such time as the total capital contributed equals $125.0 million (the earlier of the two foregoing dates, the "Required Condensate True Up Date"), and 3) the date on which the Partnership has an investment balance equal to 55% of the aggregate investment balances of the Condensate Members (the earlier of the three foregoing dates, the "Condensate Equalization Date"). If the Partnership's investment balance in Utica Condensate does not equal 55% of the total investment balances of the Condensate Members as of the Required Condensate True Up Date, the Partnership is required to purchase ownership interests from EMG such that following the purchase the Partnership's investment balance associated with its ownership interest will equal 55% ("Required True Up Transaction"). The purchase price payable would equal the investment balance associated with the ownership interests so acquired from EMG. If Utica Condensate requires additional capital subsequent to the Condensate Equalization Date, each member has the right, but not the obligation, to contribute capital in proportion to its ownership interest. | ||||||||||||||||||||
Under the Utica Condensate LLC Agreement, oversight of the business and affairs of Utica Condensate will be managed by a board of managers. Prior to the Condensate Equalization Date, the board of managers will consist of three managers designated by the Partnership and three managers designated by EMG. Thereafter, the number of managers that each Condensate Member may designate will be determined based upon ownership interests. In addition, each of the Partnership and EMG have consent rights with respect to certain specified material transactions involving Utica Condensate, therefore, management has concluded that Utica Condensate is under joint control and will be accounted for as an equity method investment. | ||||||||||||||||||||
Initially, Utica Condensate's business will be conducted solely through a subsidiary, Ohio Condensate, which was formed in December 2013 when MarkWest Utica EMG Condensate and Blackhawk executed the Limited Liability Company Agreement of Ohio Condensate Company, L.L.C. ("Ohio Condensate LLC Agreement). As of December 31, 2013, Utica Condensate owns 99% of Ohio Condensate. As of December 31, 2013, Blackhawk owned a 1% interest in Ohio Condensate, and had an option to acquire up to a 40% voting interest ("Ohio Condensate Option"). In December 2013, Blackhawk agreed to sell its interest and the Ohio Condensate Option to Summit; the transaction closed in January 2014. If Summit elects to exercise the Ohio Condensate Option and contribute capital to Ohio Condensate, its ownership interest will equal the amount of its contribution expressed as a percentage of the total capital contributed to Ohio Condensate since inception (inclusive of the amounts contributed by Summit upon exercise of the Ohio Condensate Option). The Ohio Condensate Option expires on May 11, 2014. As noted above, Summit can only exercise the Ohio Gathering Option and Ohio Condensate Option if both are exercised at the same time and for the same percentage ownership. | ||||||||||||||||||||
As of December 31, 2013, MarkWest Utica EMG Condensate and its subsidiary had not commenced operating activities and therefore had no impact on the Partnership's operating results. The Partnership sold approximately $17.4 million of assets under construction to Utica Condensate in December 2013 and has recorded that amount in Receivables, net in the accompanying Consolidated Balance Sheets as of December 31, 2013. | ||||||||||||||||||||
MarkWest Pioneer—Restatement | ||||||||||||||||||||
MarkWest Pioneer is the owner and operator of the Arkoma Connector Pipeline. The Partnership and Arkoma Pipeline Partners, L.L.C. share the equity interests in MarkWest Pioneer equally (50% and 50%). The Partnership has historically determined that MarkWest Pioneer was a VIE and the Partnership was the primary beneficiary. Therefore, MarkWest Pioneer has historically been included as a consolidated subsidiary by the Partnership. Based on further consideration of the facts and circumstances, MarkWest Pioneer should not have been consolidated and should have been accounted for under the equity method since the Partnership sold 50% of its interests to Arkoma Pipeline Partners, L.L.C. in 2009. Under the equity method, the Partnership would have recognized an impairment of its investment in MarkWest Pioneer of approximately $39.2 million ($35.4 million, net of provision for income tax) in the year ended December 31, 2009. | ||||||||||||||||||||
The Partnership determined that the consolidation error and impairment were immaterial to the prior periods included in the accompanying consolidated financial statements. Correcting the cumulative effect of the error in the three months ended December 31, 2013 could have had a significant effect on the results of operations for the full year; therefore, the Partnership has restated the accompanying Consolidated Balance Sheets as of December 31, 2012 (including the parenthetical disclosure of VIE balances), the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011 and the Consolidated Statement of Cash Flows and Consolidated Statements of Changes in Equity for the years ended December 31, 2012 and 2011. The impact of the misstatement is shown in the tables below (in thousands). In addition, the footnotes have been updated for the immaterial changes. | ||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||
Balance Sheet | As previously | As restated | ||||||||||||||||||
reported | ||||||||||||||||||||
Cash and cash equivalents | $ | 347,899 | $ | 345,756 | ||||||||||||||||
Receivables, net | 198,769 | 197,977 | ||||||||||||||||||
Other current assets | 35,053 | 34,871 | ||||||||||||||||||
Total current assets | 656,639 | 653,522 | ||||||||||||||||||
Property, plant and equipment | 5,700,176 | 5,542,316 | ||||||||||||||||||
Less: accumulated depreciation | (624,548 | ) | (602,698 | ) | ||||||||||||||||
Total property, plant and equipment, net | 5,075,628 | 4,939,618 | ||||||||||||||||||
Investment in unconsolidated affiliates | 31,179 | 63,054 | ||||||||||||||||||
Other long-term assets | 2,242 | 2,140 | ||||||||||||||||||
Total assets | 6,835,716 | 6,728,362 | ||||||||||||||||||
Accounts payable | 320,645 | 320,627 | ||||||||||||||||||
Accrued liabilities | 391,352 | 390,178 | ||||||||||||||||||
Total current liabilities | 739,226 | 738,034 | ||||||||||||||||||
Deferred income taxes | 191,318 | 189,428 | ||||||||||||||||||
Other long-term liabilities | 134,340 | 134,261 | ||||||||||||||||||
Common units | 2,134,714 | 2,097,404 | ||||||||||||||||||
Non-controlling interest in consolidated subsidiaries | 328,346 | 261,463 | ||||||||||||||||||
Total equity | 3,215,591 | 3,111,398 | ||||||||||||||||||
Total liabilities and equity | 6,835,716 | 6,728,362 | ||||||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||||||
2012 | 2011 | |||||||||||||||||||
Statement of Operations | As previously | As restated | As previously | As restated | ||||||||||||||||
reported | reported | |||||||||||||||||||
Revenue | $ | 1,395,231 | $ | 1,383,279 | $ | 1,534,434 | $ | 1,522,592 | ||||||||||||
Total revenue | 1,451,766 | 1,439,814 | 1,505,399 | 1,493,557 | ||||||||||||||||
Facility expenses | 208,385 | 206,861 | 173,598 | 171,497 | ||||||||||||||||
Selling, general and administrative expenses | 94,116 | 93,444 | 81,229 | 80,441 | ||||||||||||||||
Depreciation | 189,549 | 183,250 | 149,954 | 143,704 | ||||||||||||||||
Accretion of asset retirement obligations | 677 | 672 | 1,190 | 1,185 | ||||||||||||||||
Total operating expenses | 1,070,038 | 1,061,538 | 1,187,235 | 1,178,091 | ||||||||||||||||
Income from operations | 381,728 | 378,276 | 318,164 | 315,466 | ||||||||||||||||
Earnings from unconsolidated affiliates | 699 | 2,328 | (1,095 | ) | 158 | |||||||||||||||
Income before provision for income tax | 257,116 | 255,293 | 119,894 | 118,449 | ||||||||||||||||
Net income | 218,788 | 216,965 | 106,245 | 104,800 | ||||||||||||||||
Net loss (income) attributable to non-controlling interest | 1,614 | 3,437 | (45,550 | ) | (44,105 | ) | ||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||||||
2012 | 2011 | |||||||||||||||||||
Statement of Cash Flows | As previously | As restated | As previously | As restated | ||||||||||||||||
reported | reported | |||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 218,788 | $ | 216,965 | $ | 106,245 | $ | 104,800 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
Depreciation | 189,549 | 183,250 | 149,954 | 143,704 | ||||||||||||||||
Accretion of asset retirement obligations | 677 | 672 | 1,190 | 1,185 | ||||||||||||||||
Equity in (earnings) loss of unconsolidated affiliates | (699 | ) | (2,328 | ) | 1,095 | (158 | ) | |||||||||||||
Distributions from unconsolidated affiliates | 2,600 | 8,416 | 300 | 4,382 | ||||||||||||||||
Receivables | 32,588 | 31,993 | (45,463 | ) | (45,107 | ) | ||||||||||||||
Other current assets | (23,115 | ) | (23,285 | ) | (3,728 | ) | (3,557 | ) | ||||||||||||
Accounts payable and accrued liabilities | 28,412 | 28,417 | 54,745 | 54,795 | ||||||||||||||||
Other long-term assets | (647 | ) | (647 | ) | (307 | ) | (308 | ) | ||||||||||||
Net cash provided by operating activities | 496,713 | 492,013 | 414,698 | 410,403 | ||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (1,951,427 | ) | (1,950,324 | ) | (551,281 | ) | (550,839 | ) | ||||||||||||
Investment in unconsolidated affiliates | (5,227 | ) | (6,066 | ) | — | — | ||||||||||||||
Net cash flows used in investing activities | (2,472,352 | ) | (2,472,088 | ) | (776,553 | ) | (776,111 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Contributions from non-controlling interest | 265,620 | 264,781 | 126,392 | 126,392 | ||||||||||||||||
Payment of distributions to non-controlling interest | (5,887 | ) | (71 | ) | (66,887 | ) | (62,805 | ) | ||||||||||||
Net cash flows provided by financing activities | 2,206,522 | 2,211,499 | 411,421 | 415,503 | ||||||||||||||||
Net increase in cash and cash equivalents | 230,883 | 231,424 | 49,566 | 49,795 | ||||||||||||||||
Cash and cash equivalents at beginning of year | 117,016 | 114,332 | 67,450 | 64,537 | ||||||||||||||||
Cash and cash equivalents at end of period | 347,899 | 345,756 | 117,016 | 114,332 | ||||||||||||||||
Common Units | Non-controlling Interest | Total Equity | ||||||||||||||||||
Statement of Changes in Equity | As previously | As restated | As previously | As restated | As previously | As restated | ||||||||||||||
reported | reported | reported | ||||||||||||||||||
December 31, 2010 | $ | 993,049 | $ | 957,452 | $ | 465,517 | $ | 392,842 | $ | 1,458,566 | $ | 1,350,294 | ||||||||
Distributions paid | (218,398 | ) | (218,398 | ) | (66,887 | ) | (62,805 | ) | (285,285 | ) | (281,203 | ) | ||||||||
Deferred income tax impact from changes in equity. | (62,227 | ) | (63,417 | ) | — | — | (62,227 | ) | (63,417 | ) | ||||||||||
Net income | 60,695 | 60,695 | 45,550 | 44,105 | 106,245 | 104,800 | ||||||||||||||
December 31, 2011 | 679,309 | 642,522 | 70,227 | 189 | 1,502,067 | 1,395,242 | ||||||||||||||
Distributions paid | (339,967 | ) | (339,967 | ) | (5,887 | ) | (71 | ) | (345,854 | ) | (340,038 | ) | ||||||||
Contributions from non-controlling interest | — | — | 265,620 | 264,782 | 265,620 | 264,782 | ||||||||||||||
Deferred income tax impact from changes in equity. | (66,566 | ) | (67,089 | ) | — | — | (66,566 | ) | (67,089 | ) | ||||||||||
Net income | 220,402 | 220,402 | (1,614 | ) | (3,437 | ) | 218,788 | 216,965 | ||||||||||||
December 31, 2012 | 2,134,714 | 2,097,404 | 328,346 | 261,463 | 3,215,591 | 3,111,398 | ||||||||||||||
MarkWest Liberty Midstream | ||||||||||||||||||||
In 2009, the Partnership entered into a joint venture with M&R, to form MarkWest Liberty Midstream, which operates in the natural gas midstream business in and around the Marcellus Shale in western Pennsylvania and northern West Virginia. The Partnership determined MarkWest Liberty Midstream was a VIE until December 31, 2011, primarily due to the Partnership's disproportionate economic interests as compared to its voting interests in MarkWest Liberty Midstream. Effective December 31, 2011, the partnership acquired M&R's 49% non-controlling interest of MarkWest Liberty Midstream for $994.0 million in cash and approximately 19,954,000 Class B units. Therefore, MarkWest Liberty Midstream is no longer a VIE. | ||||||||||||||||||||
The following table summarizes the effect of the change of ownership interest of MarkWest Liberty Midstream on the equity attributable to the Partnership's common units for the year ended December 31, 2011 (in thousands): | ||||||||||||||||||||
Net income attributable to the Partnership's unitholders | $ | 60,695 | ||||||||||||||||||
Transfers to the non-controlling interests: | ||||||||||||||||||||
Decrease in common unit equity for 2011 acquisition of equity interest in MarkWest Liberty Midstream, net of $51,321 income tax benefit | (1,194,865 | ) | ||||||||||||||||||
Decrease in common unit equity for transaction costs related to 2011 acquisition of equity interest in MarkWest Liberty Midstream | (3,600 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Net (loss) income attributable to the Partnership and transfers to the non-controlling interest | $ | (1,137,770 | ) | |||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Business Combinations | ' | ||||||||||
Business Combinations | ' | ||||||||||
4. Business Combinations | |||||||||||
Buffalo Creek Acquisition | |||||||||||
On May 8, 2013, the Partnership acquired natural gas gathering and processing assets from Chesapeake Energy Corporation ("Chesapeake") for a cash purchase price of approximately $225.2 million. The acquired assets include a 200 MMcf/d cryogenic gas processing plant under construction (which commenced operation in February 2014), known as the Buffalo Creek Plant, 22 miles of gas gathering pipeline in Hemphill County, Texas and approximately 30 miles of rights-of-way associated with the future construction of a trunk line. Additional assets acquired from Chesapeake consist of an amine treating facility and a five-mile gas gathering pipeline in Washita County, Oklahoma. This acquisition is referred to as the "Buffalo Creek Acquisition". | |||||||||||
Concurrently with the closing of the Buffalo Creek Acquisition, the Partnership entered into a long-term fee-based agreement to provide treating, processing and certain gathering and compression services for natural gas owned or controlled by Chesapeake at the acquired facilities. Chesapeake has dedicated 130,000 acres throughout the Anadarko Basin to the Partnership as part of this long-term agreement. As a result of the acquisition, the Partnership has expanded its presence in the Granite Wash and Hogshooter formations in Oklahoma. | |||||||||||
Contemporaneously with the Buffalo Creek Acquisition, Chesapeake agreed to extend a keep-whole processing agreement for natural gas produced in the Appalachia Basin area of the Partnership's Northeast segment for five additional years, to 2020. The Partnership paid an additional $20.0 million of cash upon closing the Buffalo Creek Acquisition as consideration for the extension and has recorded it as Deferred contract cost in the accompanying Consolidated Balance Sheets. The deferred contract costs will be amortized over the extension term. This $20.0 million is not considered to be part of the purchase price of the Buffalo Creek Acquisition and is not included in the purchase price allocation table below. | |||||||||||
The goodwill recognized from the Buffalo Creek Acquisition results primarily from the Partnership's ability to grow its business in the liquids-rich gas areas of the Granite Wash and Hogshooter formations in Oklahoma and access additional markets in a competitive environment as a result of securing the gathering and processing rights for a large area of dedicated acreage. All of the goodwill is deductible for tax purposes. | |||||||||||
Pro forma financial results that give effect to the Buffalo Creek Acquisition are not presented as it is impractical to obtain the necessary information. Chesapeake did not operate the acquired assets as a standalone business and, therefore, historical financial information that is consistent with the operations under the current agreements is not available. | |||||||||||
Keystone Acquisition | |||||||||||
On May 29, 2012, the Partnership acquired natural gas gathering and processing assets from Keystone for a cash purchase price of approximately $507.3 million, giving effect to the final working capital adjustment. The Partnership paid cash of $509.6 million in May 2012. During 2013, we received $2.3 million related to a working capital adjustment. | |||||||||||
Keystone's existing assets are located in Butler County, Pennsylvania and include two cryogenic gas processing plants totaling approximately 90 MMcf/d of processing capacity, a gas gathering system and associated field compression. | |||||||||||
As a result of the Keystone Acquisition, the Partnership became a party to a long-term fee-based agreement to gather and process certain natural gas owned or controlled by a subsidiary of Rex Energy Corporation and a subsidiary of Sumitomo Corporation("Sumitomo"), at the acquired facilities and in 2013 to exchange the resulting NGLs for fractionated products at facilities already owned and operated by the Partnership. Rex and Sumitomo have dedicated an area of approximately 900 square miles to the Partnership as part of this long-term gathering and processing agreement. As a result of the Keystone Acquisition, the Partnership has expanded its position in the liquids-rich Marcellus Shale area into northwest Pennsylvania. | |||||||||||
The goodwill recognized from the Keystone Acquisition results primarily from synergies created from integrating the Keystone assets with the Partnership's existing Marcellus Shale operations and the Partnership's strengthened competitive position as it plans to expand its business in the newly developing liquids-rich areas of the Marcellus Shale. All of the goodwill is deductible for tax purposes. | |||||||||||
Pro forma financial results that give effect to the Keystone Acquisition are not presented as any pro forma adjustments would not be material to the Partnership's historical results. | |||||||||||
Langley Acquisition | |||||||||||
On February 1, 2011, the Partnership acquired natural gas processing and NGL pipeline assets from EQT for a cash purchase price of approximately $230.7 million. The assets acquired include natural gas processing facilities located near Langley, Kentucky, consisting of a cryogenic natural gas processing plant with a capacity of approximately 100 MMcf/d and a refrigeration natural gas processing plant with a capacity of approximately 75 MMcf/d, the partially constructed Ranger pipeline that extends through parts of Kentucky and West Virginia, and certain other related assets. The acquired assets do not include certain residue gas compression and transportation facilities at the same location as the Langley Processing Facilities. In connection with the Langley Acquisition, the Partnership completed the construction of the Ranger Pipeline to connect the Langley Processing Facilities to the Partnership's existing pipeline that transports NGLs to its Siloam fractionation facility in South Shore, Kentucky. | |||||||||||
Concurrently with the closing of the Langley Acquisition, the Partnership entered into a long-term agreement to process certain natural gas owned or controlled by EQT at the Langley Processing Facilities. In 2012, the Partnership installed an additional cryogenic natural gas processing plant with a capacity of 150 MMcf/d as required by the processing agreement. The Partnership exchanges the NGLs produced at the Langley Processing Facilities for fractionated products from its Siloam facility and markets the fractionated products on behalf of EQT in accordance with a long-term NGL exchange and marketing agreement. As a result of the acquisition, the Partnership has significantly expanded its midstream operations in the liquids-rich gas areas of the Appalachian Basin. | |||||||||||
The goodwill recognized from the Langley Acquisition results primarily from the Partnership's ability to continue to grow its business in the liquids-rich gas areas of the Appalachian Basin and access additional markets in a competitive environment as a result of securing the processing rights for a large area of dedicated acreage and acquiring expanded midstream infrastructure in the acquisition. All of the goodwill is deductible for tax purposes. | |||||||||||
The three acquisitions were accounted for as business combinations. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on the estimated fair values at the individual acquisition dates. The remaining purchase price in excess of the fair value of the identifiable assets and liabilities was recorded as goodwill. | |||||||||||
The acquired assets and the related results of operations are included in the Partnership's following segments: | |||||||||||
Acquisition | Segment | Intangible Assets Acquired | Useful Life | Amortization | |||||||
Method | |||||||||||
Buffalo Creek | Southwest | Identifiable customer contract with Chesapeake | 20 years | Straight-line | |||||||
Keystone | Marcellus | Identifiable customer contract with Rex and Sumitomo | 19 years | Straight-line | |||||||
Langley | Northeast | Identifiable customer contract | 12 years | Straight-line | |||||||
The following table summarizes the purchase price allocation for the three acquisitions (in thousands): | |||||||||||
Buffalo Creek | Keystone | Langley | |||||||||
Assets: | |||||||||||
Cash | $ | — | $ | 2,837 | $ | — | |||||
Accounts receivable | — | 1,756 | — | ||||||||
Inventory | — | 86 | 1,806 | ||||||||
Property, plant and equipment | 144,115 | 136,593 | 136,525 | ||||||||
Goodwill | 2,682 | 74,256 | 58,497 | ||||||||
Intangible asset | 84,500 | 304,708 | 33,900 | ||||||||
Liabilities: | |||||||||||
Accounts payable | (6,087 | ) | (12,117 | ) | — | ||||||
Other short-term liabilities | — | (175 | ) | — | |||||||
Other long-term liabilities | — | (632 | ) | — | |||||||
| | | | | | | | | | | |
Total | $ | 225,210 | $ | 507,312 | $ | 230,728 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The results of operations of the three acquisitions are included in the consolidated financial statements from their respective acquisition dates. Revenue and net income related to the three acquisitions are immaterial during the year each acquisition occurred. | |||||||||||
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2013 | |
Divestiture | ' |
Divestiture | ' |
5. Divestiture | |
In June 2013, the Partnership sold certain gathering assets in Doddridge County, West Virginia (the "Sherwood Asset Sale") to Summit for approximately $207.9 million cash, net of third party transaction costs. In connection with the Sherwood Asset Sale, Summit assumed liabilities associated with the purchased assets, other than certain identified liabilities that were retained by the Partnership. Liquids-rich gas gathered by these assets is dedicated to the Partnership for processing at the Marcellus segment's Sherwood processing complex, also located in Doddridge County, West Virginia. The assets included in this transaction consist of over 40 miles of newly constructed high-pressure gas gathering pipelines, certain rights-of-way associated with the pipeline and two compressor stations totaling over 21,000 horsepower of combined compression. The assets had a carrying value of approximately $168.2 million and were part of the Partnership's Marcellus segment. The gain of approximately $39.7 million on the Sherwood Asset Sale is included in (Gain) loss on disposal of property, plant and equipment in the accompanying Consolidated Statements of Operations. | |
SMR_Transaction
SMR Transaction | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
SMR Transaction | ' | |||||||
SMR Transaction | ' | |||||||
6. SMR Transaction | ||||||||
On September 1, 2009, the Partnership completed the SMR Transaction. At that time, the Partnership had begun constructing the SMR at its Javelina gas processing and fractionation facility in Corpus Christi, Texas. Under the terms of the agreement, the Partnership received proceeds of $73.1 million and the purchaser completed the construction of the SMR. The Partnership and the purchaser also executed a related product supply agreement under which the Partnership will receive the entire product produced by the SMR through 2030 in exchange for processing fees and the reimbursement of certain other expenses. The processing fee payments began when the SMR commenced operations in March 2010. The Partnership is deemed to have continuing involvement with the SMR as a result of certain provisions in the related agreements. Therefore, the transaction is treated as a financing arrangement under GAAP. The Partnership imputes interest on the SMR Liability at 9.35% annually, its incremental borrowing rate at transaction consummation. The accrued interest on the SMR Liability was capitalized until the SMR commenced operations and the Partnership began payment of the processing fee under the product supply agreement. Each processing fee payment has multiple elements: reduction of principal of the SMR Liability, interest expense associated with the SMR Liability and facility expense related to the operation of the SMR. As of December 31, 2013 and 2012, the following amounts related to the SMR are included in the accompanying Consolidated Balance Sheets (in thousands): | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
Property, plant and equipment, net of accumulated depreciation of $20,195 and $14,926, respectively | $ | 85,169 | $ | 90,437 | ||||
LIABILITIES | ||||||||
Accrued liabilities | $ | 2,479 | $ | 2,259 | ||||
Other long-term liabilities | 87,113 | 89,592 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||||||
7. Derivative Financial Instruments | ||||||||||||||||||||
Commodity Derivatives | ||||||||||||||||||||
NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond the Partnership's control. The Partnership's profitability is directly affected by prevailing commodity prices primarily as a result of processing or conditioning at its own or third-party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index-related prices and the cost of third-party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by the Partnership's producer customers, such prices also affect profitability. To protect itself financially against adverse price movements and to maintain more stable and predictable cash flows so that the Partnership can meet its cash distribution objectives, debt service and capital plans, the Partnership executes a strategy governed by the risk management policy approved by the General Partner's board of directors. The Partnership has a committee comprised of senior management that oversees risk management activities, continually monitors the risk management program and adjusts its strategy as conditions warrant. The Partnership enters into certain derivative contracts to reduce the risks associated with unfavorable changes in the prices of natural gas, NGLs and crude oil. Derivative contracts utilized are swaps and options traded on the OTC market and fixed price forward contracts. The risk management policy does not allow the Partnership to take speculative positions with its derivative contracts. | ||||||||||||||||||||
To mitigate its cash flow exposure to fluctuations in the price of NGLs, the Partnership has entered into derivative financial instruments relating to the future price of NGLs and crude oil. The Partnership currently manages the majority of its NGL price risk using direct product NGL derivative contracts. The Partnership enters into NGL derivative contracts when adequate market liquidity exists and future prices are satisfactory. A portion of the Partnership's NGL price exposure is managed by using crude oil contracts. In periods where NGL prices and crude oil prices are not consistent with the historical relationship, the crude oil contracts create increased risk and additional gains or losses. The Partnership may settle its crude oil contracts prior to the contractual settlement date in order to take advantage of favorable terms and reduce the future exposure resulting from the less effective crude oil contracts. Based on our current volume forecasts, the majority of our derivative positions used to manage our future commodity price exposure are direct product NGL derivative contracts. | ||||||||||||||||||||
To mitigate its cash flow exposure to fluctuations in the price of natural gas, the Partnership primarily utilizes derivative financial instruments relating to the future price of natural gas and takes into account the partial offset of its long and short gas positions resulting from normal operating activities. | ||||||||||||||||||||
As a result of its current derivative positions, the Partnership has mitigated a portion of its expected commodity price risk through the fourth quarter of 2015. The Partnership would be exposed to additional commodity risk in certain situations such as if producers under deliver or over deliver product or when processing facilities are operated in different recovery modes. In the event the Partnership has derivative positions in excess of the product delivered or expected to be delivered, the excess derivative positions may be terminated. | ||||||||||||||||||||
Currently, all of the Partnership's financial derivative positions are with financial institutions that are participating members of the Credit Facility ("participating bank group members"). Management conducts a standard credit review on counterparties to derivative contracts. There are no collateral requirements for derivative contracts among the Partnership and any participating bank group members. Specifically, the Partnership is not required to post collateral when it enters into derivative contracts with participating bank group members as the participating bank group members have a collateral position in substantially all the wholly-owned assets of the Partnership other than MarkWest Liberty Midstream and its subsidiaries. A separate agreement with certain participating bank group members allows MarkWest Liberty Midstream to enter into derivative positions without posting cash collateral. The Partnership uses standardized agreements that allow for offset of certain positive and negative exposures ("master netting arrangements") in the event of default or other terminating events, including bankruptcy. | ||||||||||||||||||||
The Partnership records derivative contracts at fair value in the Consolidated Balance Sheets and has not elected hedge accounting or the normal purchases and normal sales designation. The Partnership's accounting may cause volatility in the Consolidated Statements of Operations as the Partnership recognizes in current earnings all unrealized gains and losses from the changes in fair value on derivatives. | ||||||||||||||||||||
Volume of Commodity Derivative Activity | ||||||||||||||||||||
As of December 31, 2013, the Partnership had the following outstanding commodity contracts that were executed to manage the cash flow risk associated with future sales of NGLs or future purchases of natural gas. | ||||||||||||||||||||
Derivative contracts not designated as hedging instruments | Financial | Notional | ||||||||||||||||||
Position | Quantity (net) | |||||||||||||||||||
Crude Oil (bbl) | Short | 1,323,905 | ||||||||||||||||||
Natural Gas (MMBtu) | Long | 3,187,606 | ||||||||||||||||||
NGLs (gal) | Short | 125,470,405 | ||||||||||||||||||
Embedded Derivatives in Commodity Contracts | ||||||||||||||||||||
The Partnership has a commodity contract with a producer in the Appalachia region that creates a floor on the frac spread for gas purchases of 9,000 Dth/d. The commodity contract is a component of a broader regional arrangement that also includes a keep-whole processing agreement. This contract is accounted for as an embedded derivative and is recorded at fair value. The changes in fair value of this commodity contract are based on the difference between the contractual and index pricing and are recorded in earnings through Derivative (gain) loss related to purchased product costs. In February 2011, the Partnership executed agreements with the producer to extend the commodity contract and the related processing agreement from March 31, 2015 to December 31, 2022, with the producer's option to extend the agreement for successive five year terms through December 31, 2032. As of December 31, 2013, the estimated fair value of this contract was a liability of $91.8 million and the recorded value was a liability of $38.3 million. The recorded liability does not include the inception fair value of the commodity contract related to the extended period from April 1, 2015 to December 31, 2022. In accordance with GAAP for non-option embedded derivatives, the fair value of this extended portion of the commodity contract at its inception of February 1, 2011 is deemed to be allocable to the host processing contract and, therefore, not recorded as a derivative liability. See the following table for a reconciliation of the liability recorded for the embedded derivative as of December 31, 2013 (in thousands): | ||||||||||||||||||||
Fair value of commodity contract | $ | 91,815 | ||||||||||||||||||
Inception value for period from April 1, 2015 to December 31, 2022. | (53,507 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Derivative liability as of December 31, 2013 | $ | 38,308 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
The Partnership has a commodity contract that gives it an option to fix a component of the utilities cost to an index price on electricity at its plant location in the Southwest segment through the fourth quarter of 2014. Changes in the fair value of the derivative component of this contract are recognized as Derivative loss (gain) related to facility expenses. As of December 31, 2013 and 2012, the estimated fair value of this contract was an asset of $3.3 million and $6.1 million, respectively. | ||||||||||||||||||||
Financial Statement Impact of Derivative Contracts | ||||||||||||||||||||
The impact of the Partnership's derivative instruments on its Consolidated Balance Sheets is summarized below (in thousands): | ||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||
Derivative contracts not designated as | Fair Value at | Fair Value at | Fair Value at | Fair Value at | ||||||||||||||||
hedging instruments and | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
their balance sheet location | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Commodity contracts(1) | ||||||||||||||||||||
Fair value of derivative instruments—current | $ | 11,457 | $ | 19,504 | $ | (28,838 | ) | $ | (27,229 | ) | ||||||||||
Fair value of derivative instruments—long-term | 505 | 10,878 | (27,763 | ) | (32,190 | ) | ||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 11,962 | $ | 30,382 | $ | (56,601 | ) | $ | (59,419 | ) | ||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
-1 | ||||||||||||||||||||
Includes Embedded Derivatives in Commodity Contracts as discussed above. | ||||||||||||||||||||
Although certain derivative positions are subject to master netting agreements, the Partnership has elected not to offset any derivative assets and liabilities. The gross amounts in the table below equal the balances presented in the Consolidated Balance Sheets. The table below summarizes the impact if the Partnership had elected to net its derivative positions that are subject to master netting arrangements (in thousands): | ||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||
As of December 31, 2013 | Gross | Gross | Net Amount | Gross | Gross | Net Amount | ||||||||||||||
Amounts of | Amounts | Amounts of | Amounts | |||||||||||||||||
Assets in the | Not Offset | Liabilities | Not Offset | |||||||||||||||||
Consolidated | in the | in the | in the | |||||||||||||||||
Balance | Consolidated | Consolidated | Consolidated | |||||||||||||||||
Sheet | Balance | Balance | Balance | |||||||||||||||||
Sheet | Sheet | Sheet | ||||||||||||||||||
Current | ||||||||||||||||||||
Commodity contracts | $ | 8,181 | $ | (7,017 | ) | $ | 1,164 | $ | (18,293 | ) | $ | 7,017 | $ | (11,276 | ) | |||||
Embedded derivatives in commodity contracts | 3,276 | — | 3,276 | (10,545 | ) | — | (10,545 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 11,457 | (7,017 | ) | 4,440 | (28,838 | ) | 7,017 | (21,821 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | 505 | — | 505 | — | — | — | ||||||||||||||
Embedded derivatives in commodity contracts | — | — | — | (27,763 | ) | — | (27,763 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 505 | — | 505 | (27,763 | ) | — | (27,763 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 11,962 | $ | (7,017 | ) | $ | 4,945 | $ | (56,601 | ) | $ | 7,017 | $ | (49,584 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Assets | Liabilities | |||||||||||||||||||
As of December 31, 2012 | Gross | Gross | Net Amount | Gross | Gross | Net Amount | ||||||||||||||
Amounts of | Amounts | Amounts of | Amounts | |||||||||||||||||
Assets in the | Not Offset | Liabilities | Not Offset | |||||||||||||||||
Consolidated | in the | in the | in the | |||||||||||||||||
Balance | Consolidated | Consolidated | Consolidated | |||||||||||||||||
Sheet | Balance | Balance | Balance | |||||||||||||||||
Sheet | Sheet | Sheet | ||||||||||||||||||
Current | ||||||||||||||||||||
Commodity contracts | $ | 16,438 | $ | (9,541 | ) | $ | 6,897 | $ | (16,679 | ) | $ | 9,541 | $ | (7,138 | ) | |||||
Embedded derivatives in commodity contracts | 3,066 | — | 3,066 | (10,550 | ) | — | (10,550 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 19,504 | (9,541 | ) | 9,963 | (27,229 | ) | 9,541 | (17,688 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | 7,798 | (2,637 | ) | 5,161 | (2,637 | ) | 2,637 | — | ||||||||||||
Embedded derivatives in commodity contracts | 3,080 | — | 3,080 | (29,553 | ) | — | (29,553 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 10,878 | (2,637 | ) | 8,241 | (32,190 | ) | 2,637 | (29,553 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 30,382 | $ | (12,178 | ) | $ | 18,204 | $ | (59,419 | ) | $ | 12,178 | $ | (47,241 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
In the tables above, the Partnership does not offset a counterparty's current derivative contracts with the counterparty's non-current derivative contracts, although the Partnership's master netting arrangements would allow current and non-current positions to be offset in the event of default. Additionally, in the event of a default, the Partnership's master netting arrangements would allow for the offsetting of all transactions executed under the master netting arrangement. These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, receivables and payables arising from settled positions and other forms of non-cash collateral (such as letters of credit). These types of transactions are excluded from the offsetting tables presented above. | ||||||||||||||||||||
The impact of the Partnership's derivative instruments on its Consolidated Statements of Operations is summarized below (in thousands): | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
Derivative contracts not designated as hedging instruments and the location of | 2013 | 2012 | 2011 | |||||||||||||||||
gain or (loss) recognized in income | ||||||||||||||||||||
Revenue: Derivative (loss) gain | ||||||||||||||||||||
Realized loss | $ | (3,534 | ) | $ | (6,508 | ) | $ | (48,093 | ) | |||||||||||
Unrealized (loss) gain | (21,104 | ) | 63,043 | 19,058 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue: derivative (loss) gain | (24,638 | ) | 56,535 | (29,035 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative gain (loss) related to purchased product costs | ||||||||||||||||||||
Realized loss | (6,634 | ) | (26,493 | ) | (27,711 | ) | ||||||||||||||
Unrealized gain (loss) | 8,371 | 40,455 | (25,249 | ) | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total derivative gain (loss) related to purchase product costs | 1,737 | 13,962 | (52,960 | ) | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative (loss) gain related to facility expenses | ||||||||||||||||||||
Unrealized (loss) gain | (2,869 | ) | (1,371 | ) | 6,480 | |||||||||||||||
| | | | | | | | | | | ||||||||||
Total (loss) gain | $ | (25,770 | ) | $ | 69,126 | $ | (75,515 | ) | ||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
At December 31, 2013 and 2012, the fair value of the Partnership's commodity derivative contracts does not include any value for premium payments. For the years ended December 31, 2013, 2012 and 2011, the Realized loss—revenue includes amortization of premium payments of zero, zero and $4.4 million, respectively. | ||||||||||||||||||||
Fair_Value
Fair Value | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value | ' | ||||||||
Fair Value | ' | ||||||||
8. Fair Value | |||||||||
Fair Value Measurement | |||||||||
Fair value measurements and disclosures relate primarily to the Partnership's derivative positions as discussed in Note 7. | |||||||||
Money market funds are measured at fair value and are included in Level 1 measurements of the valuation hierarchy. The derivative contracts are measured at fair value on a recurring basis and classified within Level 2 and Level 3 of the valuation hierarchy. The Level 2 and Level 3 measurements are obtained using a market approach. LIBOR rates are an observable input for the measurement of all derivative contracts. The measurements for all commodity contracts contain observable inputs in the form of forward prices based on WTI crude oil prices; Columbia Appalachia, Henry Hub, PEPL and Houston Ship Channel natural gas prices. Level 2 instruments include crude oil and natural gas swap contracts. The valuations are based on the appropriate commodity prices and contain no significant unobservable inputs. Level 3 instruments include crude oil options, all NGL transactions and embedded derivatives in commodity contracts. The significant unobservable inputs for crude oil options, NGL transactions and embedded derivatives in commodity contracts include option volatilities and NGL prices interpolated and extrapolated due to inactive markets, electricity price curves, and probability of renewal. The following table presents the financial instruments carried at fair value as of December 31, 2013 and 2012 and by the valuation hierarchy (in thousands): | |||||||||
As of December 31, 2013 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 544 | $ | (4,691 | ) | ||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 8,142 | (13,602 | ) | ||||||
Embedded derivatives in commodity contracts | 3,276 | (38,308 | ) | ||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 11,962 | $ | (56,601 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
As of December 31, 2012 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 8,441 | $ | (15,970 | ) | ||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 15,795 | (3,346 | ) | ||||||
Embedded derivatives in commodity contracts | 6,146 | (40,103 | ) | ||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 30,382 | $ | (59,419 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
The following table provides additional information about the significant unobservable inputs used in the valuation of Level 3 instruments as of December 31, 2013. The market approach is used for valuation of all instruments. | |||||||||
Level 3 Instrument | Balance | Unobservable Inputs | Value Range | Time Period | |||||
Sheet | |||||||||
Classification | |||||||||
Commodity contracts | Assets | Forward propane prices (per gallon)(1) | $1.07 - $1.26 | Jan. 2014 - Dec. 2014 | |||||
Forward isobutane prices (per gallon)(1) | $1.32 - $1.40 | Jan. 2014 - Dec. 2014 | |||||||
Forward normal butane prices (per gallon)(1) | $1.26 - $1.36 | Jan. 2014 - Dec. 2014 | |||||||
Forward natural gasoline prices (per gallon)(1) | $2.02 - $2.13 | Jan. 2014 - Dec. 2014 | |||||||
Crude option volatilities (%) | 10.43% - 19.76% | Jan. 2014 - Dec. 2014 | |||||||
Liabilities | Forward propane prices (per gallon)(1) | $1.07 - $1.26 | Jan. 2014 - Dec. 2014 | ||||||
Forward isobutane prices (per gallon)(1) | $1.32 - $1.40 | Jan. 2014 - Dec. 2014 | |||||||
Forward normal butane prices (per gallon)(1) | $1.26 - $1.36 | Jan. 2014 - Dec. 2014 | |||||||
Forward natural gasoline prices (per gallon)(1) | $2.02 - $2.13 | Jan. 2014 - Dec. 2014 | |||||||
Crude option volatilities (%) | 8.92% - 21.29% | Jan. 2014 - Jul. 2014 | |||||||
Embedded derivatives in commodity contracts | Asset | ERCOT Pricing (per Megawatt Hour)(2) | $33.98 - $62.96 | Jan. 2014 - Dec. 2014 | |||||
Liability | Forward propane prices (per gallon)(1) | $0.91 - $1.26 | Jan. 2014 - Dec. 2022 | ||||||
Forward isobutane prices (per gallon)(1) | $1.27 - $1.40 | Jan. 2014 - Dec. 2022 | |||||||
Forward normal butane prices (per gallon)(1) | $1.19 - $1.36 | Jan. 2014 - Dec. 2022 | |||||||
Forward natural gasoline prices (per gallon)(1) | $1.82 - $2.13 | Jan. 2014 - Dec. 2022 | |||||||
Forward natural gas prices (per MMBtu)(3) | $3.50 - $4.59 | Jan. 2014 - Dec. 2022 | |||||||
Probability of renewal(4) | 0% | ||||||||
-1 | |||||||||
NGL prices decrease over the respective periods. | |||||||||
-2 | |||||||||
The forward ERCOT prices utilized in the valuations are generally flat at the low end of the range with a seasonal spike in pricing in the summer months. | |||||||||
-3 | |||||||||
Natural gas prices used in the valuations are generally at the lower end of the range in the early years and increase over time. | |||||||||
-4 | |||||||||
The producer counterparty to the embedded derivative has the option to renew the gas purchase agreement and the related keep-whole processing agreement for two successive five-year terms after 2022. The embedded gas purchase agreement cannot be renewed without the renewal of the related keep-whole processing agreement. Due to the significant number of years until the renewal options are exercisable and the high level of uncertainty regarding the counterparty's future business strategy, the future commodity price environment, and the future competitive environment for midstream services in the Appalachia area, management determined that a 0% probability of renewal is an appropriate assumption. | |||||||||
Fair Value Sensitivity Related to Unobservable Inputs | |||||||||
Commodity contracts (assets and liabilities)—For the Partnership's commodity contracts, increases in forward NGL prices result in a decrease in the fair value of the derivative assets and an increase in the fair value of the derivative liabilities. The forward prices for the individual NGL products generally increase or decrease in a positive correlation with one another. An increase in crude option volatilities will generally result in an increase in the fair value of the Partnership's derivative assets and derivative liabilities in commodity contracts. | |||||||||
Embedded derivative in commodity contracts (liability)—The embedded derivative liability relates to the natural gas purchase agreement embedded in a keep-whole processing agreement as discussed further in Note 7. Increases (decreases) in forward NGL prices result in an increase (decrease) in the fair value of the embedded derivative liability. An increase in the probability of renewal would result in an increase in the fair value of the related embedded derivative liability. | |||||||||
Embedded derivative in commodity contracts (asset)—The embedded derivative asset relates to utilities costs discussed further in Note 7. Increases in the forward ERCOT prices, relative to natural gas prices, result in an increase in the fair value of the embedded derivative asset. | |||||||||
Level 3 Valuation Process | |||||||||
The Partnership's Risk Management Department (the "Risk Department") is responsible for the valuation of the Partnership's commodity derivative contracts and embedded derivatives in commodity contracts. The Risk Department reports to the Chief Financial Officer and is responsible for the oversight of the Partnership's commodity risk management program. The members of the Risk Department have the requisite experience, knowledge and day-to-day involvement in the energy commodity markets to ensure appropriate valuations and understand the changes in the valuations from period to period. The valuations of the Level 3 commodity derivative contracts are performed by a third-party pricing service and reviewed and validated on a quarterly basis by the Risk Department by comparing the pricing and option volatilities to actual market data and/or data provided by at least one other independent third-party pricing service. The valuations for the embedded derivatives in commodity contracts are completed by the Risk Department utilizing the market data and price curves provided by the third-party pricing service. For the embedded derivative in the keep-whole processing arrangement discussed in Note 7, the Risk Department must develop forward price curves for NGLs and natural gas for periods in which price curves are not available from third-party pricing services due to insufficient market data. As of December 31, 2013, the Risk Department utilized internally developed price curves for the period of January 2016 through December 2022 in the valuation of the embedded derivative in the keep-whole processing arrangement. In developing the pricing curves for these periods, the Risk Department maximizes its use of the latest known market data and trends as well as its understanding of the historical relationships between forward NGL and natural gas prices and the forward market data that is available for the required period, such as crude oil pricing and natural gas pricing from other markets. However, there is very limited actual market data available to validate the Risk Department's estimated price curves. | |||||||||
Changes in Level 3 Fair Value Measurements | |||||||||
The tables below include a roll forward of the balance sheet amounts for the years ended December 31, 2013 and 2012 (including the change in fair value) for assets and liabilities classified by the Partnership within Level 3 of the valuation hierarchy (in thousands): | |||||||||
Year Ended December 31, 2013 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | 12,449 | $ | (33,957 | ) | ||||
Total loss (realized and unrealized) included in earnings(1) | (19,157 | ) | (10,336 | ) | |||||
Settlements | 1,248 | 9,261 | |||||||
| | | | | | | | ||
Fair value at end of period | $ | (5,460 | ) | $ | (35,032 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | $ | (13,040 | ) | $ | (8,559 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
Year Ended December 31, 2012 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | (2,965 | ) | $ | (53,904 | ) | |||
Total gain (realized and unrealized) included in earnings(1) | 17,153 | 9,199 | |||||||
Settlements | (1,739 | ) | 10,748 | ||||||
| | | | | | | | ||
Fair value at end of period | $ | 12,449 | $ | (33,957 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | $ | 8,213 | $ | 8,175 | |||||
| | | | | | | | ||
| | | | | | | | ||
-1 | |||||||||
Gains and losses on Commodity Derivative Contracts classified as Level 3 are recorded in Derivative (loss) gain—revenue in the accompanying Consolidated Statements of Operations. Gains and losses on Embedded Derivatives in Commodity Contracts are recorded in Purchased product costs, Derivative (gain) loss related to purchased product costs and Derivative loss (gain) related to facility expenses. | |||||||||
Significant_Customers_and_Conc
Significant Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2013 | |
Significant Customers and Concentration of Credit Risk | ' |
Significant Customers and Concentration of Credit Risk | ' |
9. Significant Customers and Concentration of Credit Risk | |
For the years ended December 31, 2013, 2012 and 2011, revenues from a single customer totaled $184.0 million, $175.1 million and $203.3 million, representing 10.9%, 12.7% and 13.4% of Revenue, respectively. Revenues from this customer are for NGL sales made primarily from the Southwest segment. As of December 31, 2013 and 2012, the Partnership had $20.3 million and $12.5 million of accounts receivable from this customer, respectively. | |
For the years ended December 31, 2013, 2012 and 2011, revenues from a second customer totaled $183.8 million, $138.7 million and $96.1 million, representing 10.9%, 10.0% and 6.3% of Revenue, respectively. Revenues from this customer are from gathering and processing services in the Marcellus segment. As of December 31, 2013 and 2012, the Partnership had $45.7 million and $45.1 million of accounts receivable from this customer, respectively. | |
For the years ended December 31, 2012 and 2011, revenues from a third customer totaled $165.3 million and $297.8 million, representing 11.9% and 19.6% of Revenue, respectively. Revenues from this customer are made primarily in the Southwest segment. As of December 31, 2012, the Partnership had $3.9 million of accounts receivable from this customer. | |
Receivables
Receivables | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables | ' | |||||||
Receivables | ' | |||||||
10. Receivables | ||||||||
Receivables consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Trade, net | $ | 266,560 | $ | 187,445 | ||||
Receivables from unconsolidated affiliates | 17,363 | — | ||||||
Other | 15,184 | 10,532 | ||||||
| | | | | | | | |
Total receivables | $ | 299,107 | $ | 197,977 | ||||
| | | | | | | | |
| | | | | | | | |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
11. Inventories | ||||||||
Inventories consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
NGLs | $ | 21,131 | $ | 11,502 | ||||
Line fill | 7,960 | 3,261 | ||||||
Spare parts, materials and supplies | 12,272 | 9,870 | ||||||
| | | | | | | | |
Total inventories | $ | 41,363 | $ | 24,633 | ||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment | ' | |||||||
Property, Plant and Equipment | ' | |||||||
12. Property, Plant and Equipment | ||||||||
Property, plant and equipment consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 4,290,918 | $ | 2,712,572 | ||||
Processing plants | 1,879,184 | 894,282 | ||||||
Fractionation and storage facilities | 220,344 | 207,169 | ||||||
Crude oil pipelines | 16,730 | 16,730 | ||||||
Land, building, office equipment and other | 710,737 | 376,014 | ||||||
Construction in progress | 1,465,854 | 1,335,549 | ||||||
| | | | | | | | |
Property, plant and equipment | 8,583,767 | 5,542,316 | ||||||
Less: accumulated depreciation | (890,598 | ) | (602,698 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 7,693,169 | $ | 4,939,618 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||
13. Goodwill and Intangible Assets | |||||||||||||||||||||||
Goodwill. The table below shows the gross amount of goodwill acquired and the cumulative impairment loss recognized as of December 31, 2013 (in thousands). | |||||||||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||||||||
Gross goodwill as of December 31, 2011 | $ | — | $ | 62,445 | $ | 34,178 | $ | 96,623 | |||||||||||||||
Acquisition(1) | 74,256 | — | — | 74,256 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2012 | 74,256 | 62,445 | 34,178 | 170,879 | |||||||||||||||||||
Acquisition(2) | — | — | 2,682 | 2,682 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2013 | 74,256 | 62,445 | 36,860 | 173,561 | |||||||||||||||||||
Cumulative impairment(3) | — | — | (28,705 | ) | (28,705 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2013 | $ | 74,256 | $ | 62,445 | $ | 8,155 | $ | 144,856 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
-1 | |||||||||||||||||||||||
Represents goodwill associated with the Keystone Acquisition (see Note 4). | |||||||||||||||||||||||
-2 | |||||||||||||||||||||||
Represents goodwill associated with the Buffalo Creek Acquisition (see Note 4). | |||||||||||||||||||||||
-3 | |||||||||||||||||||||||
All impairments recorded in the fourth quarter of 2008. | |||||||||||||||||||||||
Intangible Assets. The Partnership's intangible assets as of December 31, 2013 and 2012 are comprised of customer contracts and relationships, as follows (in thousands): | |||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||
Description | Gross | Accumulated | Net | Gross | Accumulated | Net | Useful Life | ||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||
Marcellus | $ | 304,708 | $ | (26,382 | ) | $ | 278,326 | $ | 304,708 | $ | (9,380 | ) | $ | 295,328 | 19 yrs. | ||||||||
Northeast | 102,473 | (48,402 | ) | 54,071 | 102,473 | (38,719 | ) | 63,754 | 12 yrs. | ||||||||||||||
Southwest | 753,343 | (210,948 | ) | 542,395 | 669,390 | (173,317 | ) | 496,073 | 10 - 25 yrs. | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,160,524 | $ | (285,732 | ) | $ | 874,792 | $ | 1,076,571 | $ | (221,416 | ) | $ | 855,155 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Estimated future amortization expense related to the intangible assets at December 31, 2013 is as follows (in thousands): | |||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||
2014 | $ | 63,908 | |||||||||||||||||||||
2015 | 63,908 | ||||||||||||||||||||||
2016 | 63,908 | ||||||||||||||||||||||
2017 | 63,908 | ||||||||||||||||||||||
2018 | 63,908 | ||||||||||||||||||||||
Thereafter | 555,252 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
$ | 874,792 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
| | | | | |||||||||||||||||||
Accrued_Liabilities_and_Other_
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Liabilities and Other Long-Term Liabilities | ' | |||||||
Accrued Liabilities and Other Long-Term Liabilities | ' | |||||||
14. Accrued Liabilities and Other Long-Term Liabilities | ||||||||
Accrued liabilities as of December 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued property, plant and equipment | $ | 324,641 | $ | 276,402 | ||||
Interest | 52,683 | 38,647 | ||||||
Product and operations | 24,505 | 33,501 | ||||||
Taxes (other than income tax) | 11,528 | 10,168 | ||||||
Employee compensation | 11,377 | 15,356 | ||||||
Other | 13,113 | 16,104 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 437,847 | $ | 390,178 | ||||
| | | | | | | | |
| | | | | | | | |
Other long-term liabilities as of December 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
SMR Liability (see Note 6) | $ | 87,113 | $ | 89,592 | ||||
Deferred revenue | 55,621 | 33,139 | ||||||
Asset retirement obligation (See Note 15) | 9,996 | 8,469 | ||||||
Other | 3,770 | 3,061 | ||||||
| | | | | | | | |
Total other long-term liabilities | $ | 156,500 | $ | 134,261 | ||||
| | | | | | | | |
| | | | | | | | |
Asset_Retirement_Obligations
Asset Retirement Obligations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Asset Retirement Obligations | ' | |||||||
Asset Retirement Obligations | ' | |||||||
15. Asset Retirement Obligations | ||||||||
The Partnership's assets subject to asset retirement obligations are primarily certain gas-gathering pipelines and processing facilities, a crude oil pipeline and other related pipeline assets. The Partnership also has land leases that require the Partnership to return the land to its original condition upon termination of the lease. The Partnership reviews current laws and regulations governing obligations for asset retirements and leases, as well as the Partnership's leases and other agreements. | ||||||||
The following is a reconciliation of the changes in the asset retirement obligation from January 1, 2012 to December 31, 2013 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Beginning asset retirement obligation | $ | 8,469 | $ | 6,745 | ||||
Liabilities incurred | 799 | 1,052 | ||||||
Disposals | (96 | ) | — | |||||
Accretion expense | 824 | 672 | ||||||
| | | | | | | | |
Ending asset retirement obligation | $ | 9,996 | $ | 8,469 | ||||
| | | | | | | | |
| | | | | | | | |
At December 31, 2013, 2012 and 2011, there were no assets legally restricted for purposes of settling asset retirement obligations. The asset retirement obligation has been recorded as part of Other long-term liabilities in the accompanying Consolidated Balance Sheets. | ||||||||
In addition to recorded asset retirement obligations, the Partnership has other asset retirement obligations related to certain gathering, processing and other assets as a result of environmental and other legal requirements. The Partnership is not required to perform such work until it permanently ceases operations of the respective assets. Because the Partnership considers the operational life of these assets to be indeterminable, an associated asset retirement obligation cannot be calculated and is not recorded. | ||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
16. Long-Term Debt | ||||||||
Debt is summarized below (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Credit Facility | ||||||||
Revolving credit facility, variable interest, due September 2017(1) | $ | — | $ | — | ||||
Senior Notes | ||||||||
2018 Senior Notes, 8.75% interest, net of discount of $0 and $109, respectively, issued April and May 2008 and repaid in February 2013 | — | 81,003 | ||||||
2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | 500,000 | 500,000 | ||||||
2021 Senior Notes, 6.5% interest, net of discount of $474 and $826, respectively, issued February and March 2011 and due August 2021 | 324,526 | 499,174 | ||||||
2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 455,000 | 700,000 | ||||||
2023A Senior Notes, 5.5% interest, net of discount of $6,455 and $7,126, respectively, issued August 2012 and due February 2023 | 743,545 | 742,874 | ||||||
2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 1,000,000 | — | ||||||
| | | | | | | | |
Total long-term debt | $ | 3,023,071 | $ | 2,523,051 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | ||||||||
Applicable interest rate was 4.75% at December 31, 2013. | ||||||||
Credit Facility | ||||||||
On June 29, 2012, the Partnership amended its Credit Facility to increase the borrowing capacity to $1.2 billion and retained the existing accordion option, providing for potential future increases of up to an aggregate of $250.0 million upon the satisfaction of certain requirements. The term of the Credit Facility was extended one year and now matures on September 7, 2017. The Partnership incurred approximately $0, $2.5 million and $2.1 million of deferred financing costs associated with modifications of the Credit Facility during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points. The variable interest rate is based either on the London interbank market rate ("LIBO Rate Loans") or the higher of (a) the prime rate set by the Facility's administrative agent, (b) the Federal Funds Rate plus 0.50% and (c) the rate for LIBO Rate Loans for a one month interest period plus 1% ("Alternate Base Rate Loans"). The basis points correspond to the Partnership's Total Leverage Ratio (which is the ratio of the Partnership's consolidated funded debt to the Partnership's adjusted consolidated EBITDA), ranging from 0.75% to 1.75% for Alternate Base Rate Loans and from 1.75% to 2.75% for LIBO Rate Loans. The Partnership may utilize up to $150.0 million of the Credit Facility for the issuance of letters of credit and $10.0 million for shorter-term swingline loans. | ||||||||
Under the provisions of the Credit Facility and indentures, the Partnership is subject to a number of restrictions and covenants. The Credit Facility and indentures place limits on the ability of the Partnership and its restricted subsidiaries to incur additional indebtedness; declare or pay dividends or distributions or redeem, repurchase or retire equity interests or subordinated indebtedness; make investments; incur liens; create any consensual limitation on the ability of the Partnership's restricted subsidiaries to pay dividends or distributions, make loans or transfer property to the Partnership; engage in transactions with the Partnership's affiliates; sell assets, including equity interests of the Partnership's subsidiaries; make any payment on or with respect to or purchase, redeem, defease or otherwise acquire or retire for value any subordinated obligation or guarantor subordination obligation (except principal and interest at maturity); and consolidate, merge or transfer assets. The Credit Facility also limits the Partnership's ability to enter into transactions with parties that require margin calls under certain derivative instruments. Under the Credit Facility, neither the Partnership nor the bank can require margin calls for outstanding derivative positions. | ||||||||
Significant financial covenants under the Credit Facility include the Interest Coverage Ratio (as defined in the Credit Facility), which must be greater than 2.75 to 1.0 and the Total Leverage Ratio (as defined in the Credit Facility), which must be less than 5.5 to 1.0 in accordance with an amendment executed in December 2013. The maximum permissible Total Leverage Ratio will be 5.25 to 1.0 beginning on January 1, 2015. As of December 31, 2013, the Partnership was in compliance with these covenants. These covenants are used to calculate the available borrowing capacity on a quarterly basis. The Credit Facility is guaranteed by and collateralized by substantially all assets of the Partnership's wholly- owned subsidiaries, other than MarkWest Liberty Midstream and its subsidiaries. As of December 31, 2013, the Partnership had no borrowings outstanding and $11.3 million of letters of credit outstanding under the Credit Facility, leaving approximately $1,188.7 million available for borrowing of which approximately $704.8 million was available for borrowing based on financial covenant requirements. Additionally, the full amount of unused capacity is available for borrowing on a short-term basis to provide financial flexibility within a given fiscal quarter. | ||||||||
Senior Notes | ||||||||
2018 Senior Notes. In April 2008, the partnership and its wholly-owned subsidiary, MarkWest Energy Finance Corporation (the "Issuers") completed a private placement, subsequently registered, of $400.0 million in aggregate principal amount of 8.75% senior unsecured notes to qualified institutional buyers under Rule 144A. In May 2008, the Partnership completed the placement of an additional $100.0 million pursuant to the indenture to the 2018 Senior Notes. The notes issued in the April 2008 and May 2008 offerings are treated as a single class of debt under this same indenture. Approximately $253.3 million and $165.6 million of the 2018 Senior Notes were redeemed in the fourth quarter and first quarter of 2011, respectfully. The Partnership received combined proceeds of approximately $488.5 million, after including initial purchasers' premium and deducting the underwriting fees and the other expenses of the offering. The 2018 Senior Notes were repaid in February 2013. | ||||||||
2020 Senior Notes. In November 2010, the Issuers completed a public offering of $500.0 million in aggregate principal amount of 6.75% senior unsecured notes. The 2020 Senior Notes mature on November 1, 2020 and interest is payable semi-annually in arrears on May 1 and November 1. The Partnership received proceeds of approximately $490.3 million after deducting the underwriting fees and the other third-party expenses associated with the offering. | ||||||||
2021 Senior Notes. On February 24, 2011, the Issuers completed a public offering of $300.0 million in aggregate principal amount of 6.5% senior unsecured notes, which were issued at par. On March 10, 2011, the Issuers completed a follow-on public offering of an additional $200.0 million in aggregate principal amount of 2021 Senior Notes, which were issued at 99.5% of par and are treated as a single class of debt securities under the same indenture as the 2021 Senior Notes issued on February 24, 2011. The 2021 Senior Notes mature in August 2021 and interest is payable semi-annually in arrears on February 15 and August 15. The Partnership received aggregate net proceeds of approximately $492.4 million from the 2021 Senior Notes offerings after deducting the underwriting fees and other third-party expenses associated with the offerings. The Partnership repaid approximately $175.0 million of the 2021 Senior Notes in February 2013. | ||||||||
2022 Senior Notes. On November 3, 2011, the Issuers completed a public offering of $700.0 million in aggregate principal amount of 6.25% senior unsecured notes due June 2022. Interest on the 2022 Notes is payable semi-annually in arrears on June 15 and December 15, commencing June 15, 2012. The Partnership received aggregate net proceeds of approximately $688.5 million from the 2022 Senior Notes offerings, after deducting the underwriting fees and other third-party expenses. The Partnership repaid approximately $245.0 million of the 2021 Senior Notes in February 2013. | ||||||||
2023A Senior Notes. On August 10, 2012, the Issuers completed a public offering of $750.0 million in aggregate principal amount of 5.5% senior unsecured notes due February 2023. Interest on the 2023A Senior Notes is payable semi-annually in arrears on February 15 and August 15, commencing February 15, 2013. The Partnership received aggregate net proceeds of approximately $730.2 million from the 2023A Senior Notes offerings, after deducting the underwriting fees and other third-party expenses. | ||||||||
2023B Senior Notes. In January 2013, the Partnership completed a public offering for $1.0 billion in aggregate principal amount of 4.5% senior unsecured notes due July 2023. Interest on the 2023B Senior Notes is payable semi-annually in arrears on January 15 and July 15, commencing July 15, 2013. The Partnership received aggregate net proceeds of approximately $986.0 million from the 2023B Senior Notes offerings, after deducting underwriters' and third-party expenses. | ||||||||
The proceeds from the issuance of the 2021 and 2022 Senior Notes were used to redeem $275.0 million in aggregate principal amount of 2016 Senior Notes and $419.0 million in aggregate principal amount of 2018 Senior Notes and to provide additional working capital for general partnership purposes. The proceeds from the issuance of the 2020 Senior Notes were used to redeem the 2014 Senior Notes, repay the Credit Facility and to provide additional working capital for general partnership purposes. The proceeds from the issuance of the 2023A Senior Notes were used to repay borrowings under our Credit Facility, fund capital expenditures and provide additional working capital for general partnership purposes. The proceeds from the 2023B Senior Notes were used to repurchase the $81.1 million of the 2018 Senior Notes, approximately $175.0 million of the 2021 Senior Notes and approximately $245.0 million of the 2022 Senior Notes and to fund capital expenditures and provide general working capital. | ||||||||
The Partnership recorded a total pre-tax loss during 2013 of approximately $38.5 million related to repurchases of the $81.1 million of the 2018 Senior Notes, approximately $175.0 million of the 2021 Senior Notes and approximately $245.0 million of the 2022 Senior Notes. The pre-tax loss consisted of approximately $7.0 million in the first quarter of 2013 related to the non-cash write-off of the unamortized discount and deferred finance costs and approximately $31.5 million related to the payment of redemption premiums. The Partnership recorded a total pre-tax loss of approximately $79.0 million during 2011 related to the redemption of the 2016 Senior Notes and 2018 Senior Notes. The pre-tax loss consisted of approximately $7.6 million related to the non-cash write-off of the unamortized discount and deferred finance costs and approximately $71.4 million related to the payment of tender premiums and third party expenses. The losses were recorded in Loss on redemption of debt in the accompanying Consolidated Statements of Operations. | ||||||||
The Issuers have no independent operating assets or operations. All subsidiaries that are owned 100% by the Partnership, other than MarkWest Energy Finance Corporation and MarkWest Liberty Midstream and its subsidiaries, guarantee the Senior Notes, jointly and severally and fully and unconditionally, subject to certain customary release provisions, including: | ||||||||
-1 | ||||||||
in connection with any sale or other disposition of all or substantially all of a subsidiary guarantor's assets (including by way of merger or consolidation) to a third party, if the transaction does not violate the asset sale provisions of the indentures; | ||||||||
-2 | ||||||||
in connection with any sale or other disposition of the equity interests of a subsidiary guarantor to a third party, if the transaction does not violate the asset sale provisions of the indentures and the subsidiary guarantor is no longer a restricted subsidiary of the Partnership; | ||||||||
-3 | ||||||||
if the Partnership designates any subsidiary guarantor as an unrestricted subsidiary under the indentures; | ||||||||
-4 | ||||||||
upon legal defeasance, covenant defeasance or satisfaction and discharge of the indentures; and | ||||||||
-5 | ||||||||
at such time as a subsidiary guarantor no longer guarantees any other indebtedness of the Issuers or MarkWest Energy Operating Company, L.L.C. ("Operating Company") and, in the case of Operating Company, Operating Company is not an obligor of any indebtedness under the Credit Facility. | ||||||||
Subsidiaries that are not 100% owned by the Partnership do not guarantee the Senior Notes (see Note 25 for required consolidating financial information). The Senior Notes are senior unsecured obligations equal in right of payment with all of the Partnership's existing and future senior debt. The Senior Notes are senior in right of payment to all of the Partnership's future subordinated debt but effectively junior in right of payment to its secured debt to the extent of the assets securing the debt, including the Partnership's obligations in respect of the Credit Facility. | ||||||||
The indentures governing the Senior Notes limit the activity of the Partnership and the restricted subsidiaries identified in the indentures. Subject to compliance with certain covenants, the Partnership may issue additional notes from time to time under the indentures. If at any time the Senior Notes are rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Rating Services and no default (as defined in the indentures) has occurred and is continuing, many of such covenants will terminate, in which case the Partnership and its subsidiaries will cease to be subject to such terminated covenants. | ||||||||
As of December 31, 2013, there are no minimum principal payments on the Senior Notes due during the next five years. | ||||||||
Equity
Equity | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Equity | ' | |||||||||
Equity | ' | |||||||||
17. Equity | ||||||||||
The Partnership Agreement stipulates the circumstances under which the Partnership is authorized to issue new capital, maintain capital accounts and distribute cash and contains specific provisions for the allocation of net income and losses to each of the partners for purposes of maintaining their respective partner capital accounts. | ||||||||||
Distributions of Available Cash | ||||||||||
The Partnership distributes all of its Available Cash, including the Available Cash of its subsidiaries, to all common unitholders of record within 45 days after the end of each quarter. Available Cash is generally defined as all cash and cash equivalents of the Partnership on hand at the end of each quarter, less reserves established by the general partner for future requirements, plus all cash for the quarter from working capital borrowings made after the end of the quarter. The general partner has the discretion to establish cash reserves that are necessary or appropriate to (i) provide for the proper conduct of the Partnership's business; (ii) comply with applicable law, any debt instruments or other agreements; or (iii) provide funds for distributions to unitholders and the general partner for up to the next four quarters. Class A unitholders receive distributions of Available Cash (excluding the Available Cash attributable to MarkWest Hydrocarbon). However, because all Class A unitholders are wholly-owned subsidiaries, these intercompany distributions do not impact the amount of Available Cash that can be distributed to common unitholders. Class B units are not entitled to participate in any distributions of Available Cash prior to their conversion into common units. | ||||||||||
The quarterly cash distributions applicable to 2013, 2012 and 2011 were as follows: | ||||||||||
Quarter Ended | Distribution Per | Declaration Date | Record Date | Payment Date | ||||||
Common Unit | ||||||||||
December 31, 2013 | $ | 0.86 | January 22, 2014 | February 6, 2014 | February 14, 2014 | |||||
September 30, 2013 | $ | 0.85 | October 23, 2013 | November 7, 2013 | November 14, 2013 | |||||
June 30, 2013 | $ | 0.84 | July 24, 2013 | August 6, 2016 | August 14, 2013 | |||||
March 31, 2013 | $ | 0.83 | April 25, 2013 | May 7, 2013 | May 15, 2013 | |||||
December 31, 2012 | $ | 0.82 | January 23, 2013 | February 6, 2013 | February 14, 2013 | |||||
September 30, 2012 | $ | 0.81 | October 25, 2012 | November 7, 2012 | November 14, 2012 | |||||
June 30, 2012 | $ | 0.8 | July 26, 2012 | August 6, 2012 | August 14, 2012 | |||||
March 31, 2012 | $ | 0.79 | April 26, 2012 | May 7, 2012 | May 15, 2012 | |||||
December 31, 2011 | $ | 0.76 | January 26, 2012 | February 6, 2012 | February 14, 2012 | |||||
September 30, 2011 | $ | 0.73 | October 18, 2011 | November 7, 2011 | November 14, 2011 | |||||
June 30, 2011 | $ | 0.7 | July 21, 2011 | August 1, 2011 | August 12, 2011 | |||||
March 31, 2011 | $ | 0.67 | April 21, 2011 | May 2, 2011 | May 13, 2011 | |||||
Equity Offerings | ||||||||||
The public equity offerings completed during the years ended December 31, 2013, 2012 and 2011 were as follows (in millions): | ||||||||||
Closing date of offering | Common | Net | ||||||||
units(1) | proceeds(2) | |||||||||
January 14, 2011 | 3.5 | $ | 138 | |||||||
July 13, 2011 | 4 | $ | 185 | |||||||
October 13, 2011 | 5.8 | $ | 251 | |||||||
December 19, 2011 | 10 | $ | 521 | |||||||
January 13, 2012 | 0.7 | $ | 38 | |||||||
March 16, 2012 | 6.8 | $ | 388 | |||||||
May 14, 2012(3) | 8 | $ | 427 | |||||||
August 17, 2012 | 6.9 | $ | 338 | |||||||
November 19, 2012 | 9.8 | $ | 437 | |||||||
November 2012 ATM(4) | 9.4 | $ | 590 | |||||||
August 2013 ATM(5) | 5.9 | $ | 396 | |||||||
September 2013 ATM(6) | 10.9 | $ | 718 | |||||||
-1 | ||||||||||
Includes the full exercise of the underwriters' overallotment option unless otherwise noted. | ||||||||||
-2 | ||||||||||
Net proceeds from equity offerings were used to repay borrowings under the Credit Facility, to fund acquisitions and capital expenditures and to provide working capital for general partnership purposes. | ||||||||||
-3 | ||||||||||
The underwriters' did not exercise their over-allotment option for this offering. | ||||||||||
-4 | ||||||||||
Commencing in November 2012, the Partnership implemented the November 2012 ATM with a financial institution (the "Manager") which allows the Partnership from time to time, through the Manager as its sales agent, to offer and sell common units representing limited partner interests in the Partnership having an aggregate offering price of up to $600.0 million. Sales of such common units are made by means of ordinary brokers' transactions on the NYSE at market prices, in block transactions or as otherwise agreed upon by the Manager and the Partnership. The Partnership may also sell common units to the Manager as principal for its own account at a price to be agreed upon at the time of the sale. For any such sales, the Partnership will enter into a separate agreement with the Manager. Common units sold in 2013 totaled 9.3 million raising $584 million. Common units sold in 2012 totaled 0.1 million raising $6 million. | ||||||||||
-5 | ||||||||||
In August 2013, we entered into an Equity Distribution Agreement with the Manager that established the $400.0 million August 2013 ATM. | ||||||||||
-6 | ||||||||||
In September 2013, we entered into the September 2013 ATM with the Manager that established a $1.0 billion ATM program. | ||||||||||
Equity Conversions | ||||||||||
On July 1, 2013, approximately 4.0 million Class B units converted to common units. All of the Partnership's Class B units were issued to and are held by M&R MWE Liberty, LLC, an affiliate of EMG, as part of the Partnership's December 31, 2011 acquisition of the non-controlling interest in MarkWest Liberty Midstream. The remaining Class B units will convert to common units on a one-for-one basis in four equal installments beginning on July 1, 2014 and each of the next three anniversaries of such date. | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
18. Commitments and Contingencies | |||||
Legal | |||||
The Partnership is subject to a variety of risks and disputes, and is a party to various legal proceedings in the normal course of its business. The Partnership maintains insurance policies in amounts and with coverage and deductibles that it believes are reasonable and prudent. However, the Partnership cannot assure that the insurance companies will promptly honor their policy obligations or that the coverage or levels of insurance will be adequate to protect the Partnership from all material expenses related to future claims for property loss or business interruption to the Partnership, or for third-party claims of personal injury and property damage, or that the coverages or levels of insurance it currently has will be available in the future at economical prices. While it is not possible to predict the outcome of the legal actions with certainty, management is of the opinion that appropriate provisions and accruals for potential losses associated with all legal actions have been made in the consolidated financial statements and that none of these actions, either individually or in the aggregate, will have a material adverse effect on the Partnership's financial condition, liquidity or results of operation. | |||||
Contract Contingencies | |||||
Certain natural gas processing and gathering arrangements require the Partnership to construct new natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producers may have the right to cancel the processing arrangements if there are significant delays that are not due to force majeure. As of December 31, 2013, management does not believe there are any indications that the Partnership will not be able to meet the construction milestones or that force majeure does not apply. | |||||
Lease and Other Contractual Obligations | |||||
The Partnership has various non-cancellable operating lease agreements and a long-term propane storage agreement expiring at various times through fiscal year 2040. Annual expense under these agreements was $25.8 million, $20.8 million and $15.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. The minimum future payments under these agreements as of December 31, 2013 are as follows (in thousands): | |||||
Year ending December 31, | |||||
2014 | $ | 20,557 | |||
2015 | 17,014 | ||||
2016 | 15,144 | ||||
2017 | 14,534 | ||||
2018 | 11,405 | ||||
2019 and thereafter | 62,552 | ||||
| | | | | |
$ | 141,206 | ||||
| | | | | |
| | | | | |
SMR Transaction | |||||
On September 1, 2009, the Partnership entered into a product supply agreement creating a long-term contractual obligation for the payment of processing fees in exchange for the entire product processed by the SMR (see Note 6 for further discussion of this agreement and the related SMR Transaction). The product received under this agreement is sold to a refinery customer pursuant to a corresponding long-term agreement. The minimum amounts payable annually under the product supply agreement, excluding the potential impact of inflation adjustments per the agreement, are as follows (in thousands): | |||||
Year ending December 31, | |||||
2014 | $ | 17,412 | |||
2015 | 17,412 | ||||
2016 | 17,412 | ||||
2017 | 17,412 | ||||
2018 | 17,412 | ||||
2019 and thereafter | 195,205 | ||||
| | | | | |
Total minimum payments | 282,265 | ||||
Less: Services element | (107,974 | ) | |||
Less: Interest | (84,699 | ) | |||
| | | | | |
Total SMR liability | 89,592 | ||||
Less: Current portion of SMR Liability | (2,479 | ) | |||
| | | | | |
Long-term portion of SMR Liability | $ | 87,113 | |||
| | | | | |
| | | | | |
Lease_Operations
Lease Operations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Lease Operations | ' | |||||||
Lease Operations | ' | |||||||
19. Lease Operations | ||||||||
Based on the terms of certain natural gas gathering, transportation and processing agreements, the Partnership is considered to be the lessor under several implicit operating lease arrangements in accordance with GAAP. The Partnership's primary implicit lease operations relate to a natural gas gathering agreement in the Marcellus segment for which it earns a fixed-fee for providing gathering services to a single producer using a dedicated gathering system. As the gathering system is expanded, the fixed-fee charged to the producer is adjusted to include the additional gathering assets in the lease. The primary term of the natural gas gathering arrangement expires in 2024 and will continue thereafter on a year to year basis until terminated by either party. Other significant implicit leases relate to a natural gas processing agreement in the Marcellus segment and a natural gas processing agreement in the Northeast segment for which the Partnership earns minimum monthly fees for providing processing services to a single producer using a dedicated processing plant. The primary term of these natural gas processing agreements expire between 2023 and 2025. | ||||||||
The Partnership's revenue from its implicit lease arrangements, excluding executory costs, totaled approximately $122.9 million, $84.0 million and $67.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Partnership's implicit lease arrangements related to the processing facilities contain contingent rental provisions whereby the Partnership receives additional fees if the producer customer exceeds the monthly minimum processed volumes. During the years ended December 31, 2013 and 2012, the Partnership received approximately $16.9 million and $15.2 million in contingent lease payments, respectively. The following is a schedule of minimum future rentals on the non-cancellable operating leases as of December 31, 2013 (in thousands): | ||||||||
Year ending December 31, | ||||||||
2014 | $ | 111,739 | ||||||
2015 | 110,025 | |||||||
2016 | 110,445 | |||||||
2017 | 110,445 | |||||||
2018 | 110,445 | |||||||
2019 and thereafter | 504,779 | |||||||
| | | | | ||||
Total minimum future rentals | $ | 1,057,878 | ||||||
| | | | | ||||
| | | | | ||||
The following schedule provides an analysis of the Partnership's investment in assets held for operating lease by major classes as of December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 755,136 | $ | 737,500 | ||||
Natural gas processing facilities | 374,312 | 123,076 | ||||||
Construction in progress | 119,006 | 203,863 | ||||||
| | | | | | | | |
Property, plant and equipment | 1,248,454 | 1,064,439 | ||||||
Less: accumulated depreciation | (130,041 | ) | (78,343 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 1,118,413 | $ | 986,096 | ||||
| | | | | | | | |
| | | | | | | | |
Incentive_Compensation_Plans
Incentive Compensation Plans | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Incentive Compensation Plans | ' | ||||||||||
Incentive Compensation Plans | ' | ||||||||||
20. Incentive Compensation Plans | |||||||||||
The following table summarizes the share-based compensation plans administered by the Compensation Committee of the Board ("Compensation Committee") that were active during the periods presented in the accompanying Consolidated Statements of Operations: | |||||||||||
Share-based compensation plan | Award | Further awards | Awards | Final Year | |||||||
Classification | authorized for | outstanding | of Activity | ||||||||
issuance under | under the | ||||||||||
plan as of | plan as of | ||||||||||
December 31, | December 31, | ||||||||||
2013 | 2013 | ||||||||||
2008 Long-Term Incentive Plan ("2008 LTIP") | Equity | Yes | Yes | N/A | |||||||
Long-Term Incentive Plan ("2002 LTIP") | Liability | No | No | 2011 | |||||||
Compensation Expense | |||||||||||
Total compensation expense recorded for share-based pay arrangements was as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Phantom units | $ | 16,282 | $ | 14,615 | $ | 13,479 | |||||
Distribution equivalent rights(1) | 77 | 41 | 446 | ||||||||
| | | | | | | | | | | |
Total compensation expense | $ | 16,359 | $ | 14,656 | $ | 13,925 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
A distribution equivalent right is a right, granted in tandem with a specific phantom unit, to receive an amount in cash equal to and at the same time as, the cash distributions made by the Partnership with respect to a unit during the period such phantom unit is outstanding. Payment of distribution equivalent rights associated with units that are expected to vest are recorded as capital distributions, however, payments associated with units that are not expected to vest are recorded as compensation expense. | |||||||||||
Compensation expense under the share-based compensation plans has been recorded as either Selling, general and administrative expenses or Facility expenses in the accompanying Consolidated Statements of Operations. | |||||||||||
As of December 31, 2013, total compensation expense not yet recognized related to the unvested awards under the 2008 LTIP was approximately $15.4 million, with a weighted average remaining vesting period of approximately 0.9 years. | |||||||||||
2008 LTIP | |||||||||||
The 2008 LTIP was approved by unitholders on February 21, 2008. The 2008 LTIP provides 3.7 million common units for issuance to the Corporation's employees and affiliates as share-based payment awards. The 2008 LTIP was created to attract and retain highly qualified officers, directors and other key individuals and to motivate them to serve the General Partner, the Partnership and their affiliates and to expend maximum effort to improve the business results and earnings of the Partnership and its affiliates. Awards authorized under the 2008 LTIP include unrestricted units, restricted units, phantom units, distribution equivalent rights and performance awards to be granted in any combination. | |||||||||||
TSR Performance Units. In April 2010, the Board granted 282,000 TSR Performance Units under the 2008 LTIP to senior executives and other key employees. The TSR Performance Units are classified as equity awards and do not contain distribution equivalent rights. The TSR Performance Units vested in equal installments on January 31, 2011 and January 31, 2012, based on the Partnership's relative total unitholder return (unit price appreciation and distribution performance) over the three-year calendar period prior to the scheduled vesting date compared to the total unitholder return of a defined group of peer companies over the same period ("Market Criteria"). In January 2011 and 2012, 141,000 TSR Performance Units vested based on the Market Criteria and the Board exercised its discretion to issue and immediately vest an additional 35,250 units. | |||||||||||
Compensation expense related to the TSR Performance Units that vested solely based on the Market Criteria was recognized over the requisite service period based on the fair value of the units as of the grant date. However, a grant date, as defined by GAAP, was not established for the TSR Performance Units that vest based on a combination of the Market Criteria and performance criteria until the Board exercised its discretion because the performance criteria prevents a mutual understanding of the key terms of the award. Therefore, compensation expense related to this portion of the TSR Performance Units was recognized over the requisite service period based on the fair value of the units as of each reporting date. The requisite service period for all TSR Performance Units began in April 2010 when the Board approved the awards. TSR Compensation expense recognized related to TSR Performance Units was approximately zero, $2.2 million and $4.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||
The fair value of the TSR Performance Units was measured at each appropriate measurement date using a Monte Carlo simulation model that estimated the most likely outcome based on the terms of the award. The key inputs in the model include the market price of the Partnership's common units as of the valuation date, the historical volatility of the market price of the Partnership's common units, the historical volatility of the market price of the common units or common stock of the peer companies and the correlation between changes in the market price of the Partnership's common units and those of the peer companies. | |||||||||||
Summary of Equity Awards | |||||||||||
Awards under the 2008 LTIP qualify as equity awards. Accordingly, the fair value is measured at the grant date using the market price of the Partnership's common units. A phantom unit entitles an employee to receive a common unit upon vesting. The Partnership generally issues new common units upon vesting of phantom units. Phantom unit awards generally vest in equal tranches over a three-year period or cliff vest after three years. For service-based awards, compensation expense related to each tranche is recognized over its requisite service period, reduced for an estimate of expected forfeitures. Compensation expense related to performance-based awards is recognized when probability of vesting is established. As part of a net settlement option, employees may elect to surrender a certain number of phantom units and in exchange, the Partnership assumes the income tax withholding obligations related to the vesting. Phantom units surrendered for the payment of income tax withholdings will again become available for issuance under the plan from which the awards were initially granted, provided that further awards are authorized for issuance under the plan. The Partnership was required to pay approximately $5.2 million, $8.1 million and $6.0 million during the years ended December 31, 2013, 2012 and 2011, respectively, for income tax withholdings related to the vesting of equity awards. The Partnership received no proceeds from the issuance of phantom units and none of the phantom units that vested were redeemed by the Partnership for cash. | |||||||||||
The following is a summary of all phantom unit activity under the 2008 LTIP for the year ended December 31, 2013: | |||||||||||
Number of | Weighted- | ||||||||||
Units | average | ||||||||||
Grant-date | |||||||||||
Fair Value | |||||||||||
Unvested at December 31, 2012 | 687,576 | $ | 45.79 | ||||||||
Granted | 342,489 | 57.48 | |||||||||
Vested | (260,113 | ) | 38.78 | ||||||||
Forfeited | (12,443 | ) | 53.38 | ||||||||
| | | | | | | | ||||
Unvested at December 31, 2013 | 757,509 | 53.36 | |||||||||
| | | | | | | | ||||
| | | | | | | | ||||
The total fair value and intrinsic value of the phantom units vested under the 2008 LTIP was $10.1 million, $10.4 million and $10.7 million during the years ended December 31, 2013, 2012 and 2011, respectively. The total fair value and intrinsic value of the TSR Performance Units vested was zero, $6.5 million and $4.9 million during the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||
2002 LTIP | |||||||||||
The phantom units awarded under the 2002 LTIP are classified as liability awards. Accordingly, the fair value of the outstanding awards is re-measured at the end of each reporting period using the market price of the Partnership's common units. The fair value of the phantom units awarded is amortized into earnings as compensation expense over the vesting period, which is generally three years. A phantom unit entitles an employee to receive a common unit upon vesting or at the discretion of the Compensation Committee, the cash equivalent to the value of a common unit. The Partnership generally issues new common units upon the vesting of phantom units. As part of a net settlement option, employees may elect to surrender a certain number of phantom units and in exchange, the Partnership assumes the income tax withholding obligations related to the vesting. The Partnership received no proceeds for issuing phantom units and none of the phantom units that vested were redeemed by the Partnership for cash. The amounts paid by the Partnership for income tax withholdings related to the vesting of awards under the 2002 LTIP were $0.4 million for the year ended December 31, 2011. The total fair value and intrinsic value of the phantom units vested under the 2002 LTIP was $1.0 million during the year ended December 31, 2011. | |||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plan | ' |
Employee Benefit Plan | ' |
21. Employee Benefit Plan | |
All employees dedicated to, or otherwise principally supporting the Partnership are employees of MarkWest Hydrocarbon, and substantially all of these employees are participants in MarkWest Hydrocarbon's defined contribution benefit plan. The employer matching contribution expense related to this plan was $4.2 million, $3.2 million and $2.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Income_Tax
Income Tax | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Income Tax | ' | |||||||||||||
Income Tax | ' | |||||||||||||
22. Income Tax | ||||||||||||||
The components of the provision for income tax expense (benefit) are as follows (in thousands): | ||||||||||||||
Year ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Current income tax (benefit) expense: | ||||||||||||||
Federal | $ | (11,078 | ) | $ | (2,964 | ) | $ | 15,039 | ||||||
State | (130 | ) | 598 | 2,539 | ||||||||||
| | | | | | | | | | | ||||
Total current | (11,208 | ) | (2,366 | ) | 17,578 | |||||||||
| | | | | | | | | | | ||||
Deferred income tax expense (benefit): | ||||||||||||||
Federal | 24,382 | 38,531 | (4,732 | ) | ||||||||||
State | (505 | ) | 2,163 | 803 | ||||||||||
| | | | | | | | | | | ||||
Total deferred | 23,877 | 40,694 | (3,929 | ) | ||||||||||
| | | | | | | | | | | ||||
Provision for income tax | $ | 12,669 | $ | 38,328 | $ | 13,649 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
A reconciliation of the provision for income tax and the amount computed by applying the federal statutory rate of 35% to the income before income taxes for each of the years ended December 31, 2013, 2012 and 2011 is as follows (in thousands): | ||||||||||||||
Year ended December 31, 2013: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 31,145 | $ | 42,131 | $ | (20,162 | ) | $ | 53,114 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 10,901 | — | — | $ | 10,901 | |||||||||
Permanent items | 40 | — | — | 40 | ||||||||||
State income taxes net of federal benefit | (729 | ) | 39 | — | (690 | ) | ||||||||
Prior period adjustments and tax rate changes | (147 | ) | — | — | (147 | ) | ||||||||
Provision on income from Class A units(1) | 2,617 | — | — | 2,617 | ||||||||||
Other | (52 | ) | — | — | (52 | ) | ||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 12,630 | $ | 39 | $ | — | $ | 12,669 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year ended December 31, 2012: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 74,192 | $ | 178,817 | $ | 2,284 | $ | 255,293 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 25,967 | — | — | $ | 25,967 | |||||||||
Permanent items | 28 | — | — | 28 | ||||||||||
State income taxes net of federal benefit | 688 | 1,689 | — | 2,377 | ||||||||||
Current year change in valuation allowance | (5 | ) | — | — | (5 | ) | ||||||||
Prior period adjustments and tax rate changes | (2,517 | ) | — | — | (2,517 | ) | ||||||||
Provision on income from Class A units(1) | 12,412 | — | — | 12,412 | ||||||||||
Other | 66 | — | — | 66 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 36,639 | $ | 1,689 | $ | — | $ | 38,328 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year ended December 31, 2011: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 3,813 | $ | 122,642 | $ | (8,006 | ) | $ | 118,449 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 1,335 | — | — | $ | 1,335 | |||||||||
Permanent items | 36 | — | — | 36 | ||||||||||
State income taxes net of federal benefit | 102 | 2,742 | — | 2,844 | ||||||||||
Current year change in valuation allowance | (64 | ) | — | — | (64 | ) | ||||||||
Prior period adjustments and tax rate changes | 163 | — | — | 163 | ||||||||||
Provision on income from Class A units(1) | 9,323 | — | — | 9,323 | ||||||||||
Other | 12 | — | — | 12 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 10,907 | $ | 2,742 | $ | — | $ | 13,649 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
The Corporation and the General Partner own Class A units of the Partnership that were received in the merger of the Corporation and the Partnership completed in February 2008. The Class A units share, on a pro-rata basis, in income or loss of the Partnership, except for items attributable to the Partnership's ownership or sale of shares of the Corporation's common stock (as discussed in Note 2). The provision for income tax on income from Class A units includes intra period allocations to continued operations and excludes allocations to equity. | ||||||||||||||
The deferred tax assets and liabilities resulting from temporary book-tax differences are comprised of the following (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Accruals and reserves | $ | 221 | $ | 98 | ||||||||||
Derivative instruments | 4,845 | 5,183 | ||||||||||||
Net operating loss carryforward | 18,134 | — | ||||||||||||
Capital loss carryforward | 904 | — | ||||||||||||
State tax credit | 74 | — | ||||||||||||
| | | | | | | | |||||||
Current deferred tax assets | 24,178 | 5,281 | ||||||||||||
Valuation allowance | (978 | ) | — | |||||||||||
| | | | | | | | |||||||
Deferred income taxes | 23,200 | 5,281 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets: | ||||||||||||||
Accruals and reserves | 329 | 113 | ||||||||||||
Derivative instruments | 10,102 | 9,915 | ||||||||||||
Phantom unit compensation | 3,328 | 2,624 | ||||||||||||
Capital loss carryforward | — | 904 | ||||||||||||
Net operating loss carryforward | 9,283 | 1 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets | 23,042 | 13,557 | ||||||||||||
Valuation allowance | — | (904 | ) | |||||||||||
| | | | | | | | |||||||
Net long-term deferred tax assets | 23,042 | 12,653 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities: | ||||||||||||||
Property, plant and equipment and intangibles | (4,755 | ) | (3,861 | ) | ||||||||||
Investment in affiliated groups | (305,853 | ) | (198,220 | ) | ||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities | (310,608 | ) | (202,081 | ) | ||||||||||
| | | | | | | | |||||||
Long-term subtotal | (287,566 | ) | (189,428 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax liability | $ | (264,366 | ) | $ | (184,147 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Significant judgment is required in evaluating tax positions and determining the Corporation's provision for income taxes. During the ordinary course of business, there may be transactions and calculations for which the ultimate tax determination is uncertain. However, the Corporation did not have any material uncertain tax positions for the years ended December 31, 2013, 2012 or 2011. As of December 31, 2013, the Corporation had NOL carryforwards for federal and state income tax purposes of approximately $26.5 million and $1.5 million, respectively. The federal NOL carryforwards expire in 20 years and the state NOL carryforwards expire from 5 to 20 years. Included in the NOL carryforwards is approximately $0.6 million attributable to tax deductions related to equity compensation in excess of compensation recognized for financial reporting. As of December 31, 2013, the Corporation had a capital loss carryforward of approximately $0.9 million and a state tax credit of $0.1 million, respectively, that expire in 2014. The Corporation does not anticipate utilizing this capital loss carryforward or state tax credit and has provided a 100% valuation allowance against this deferred tax asset. While the Corporation's consolidated federal tax return and any significant state tax returns are not currently under examination, the tax years 2009 through 2012 remain open to examination by the major taxing jurisdictions to which the Corporation is subject. | ||||||||||||||
Earnings_Per_Common_Unit
Earnings Per Common Unit | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings Per Common Unit | ' | ||||||||||
Earnings Per Common Unit | ' | ||||||||||
23. Earnings Per Common Unit | |||||||||||
The following table shows the computation of basic and diluted net income per common unit, for the years ended December 31, 2013, 2012 and 2011, respectively, and the weighted average units used to compute diluted net income per common unit (in thousands, except per unit data): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net income attributable to the Partnership's unitholders | $ | 38,077 | $ | 220,402 | $ | 60,695 | |||||
Less: Income allocable to phantom units | (2,342 | ) | (2,142 | ) | (1,749 | ) | |||||
| | | | | | | | | | | |
Income available for common unitholders—basic | 35,735 | 218,260 | 58,946 | ||||||||
Add: Income allocable to phantom units and DER expense(1) | 2,419 | 2,183 | — | ||||||||
| | | | | | | | | | | |
Income available for common unitholders—diluted | $ | 38,154 | $ | 220,443 | $ | 58,946 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average common units outstanding—basic | 138,409 | 109,979 | 78,466 | ||||||||
Potential common units (Class B and phantom units)(1) | 22,034 | 20,669 | 153 | ||||||||
| | | | | | | | | | | |
Weighted average common units outstanding—diluted | 160,443 | 130,648 | 78,619 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income attributable to the Partnership's common unitholders per common unit(2)(3) | |||||||||||
Basic | $ | 0.26 | $ | 1.98 | $ | 0.75 | |||||
Diluted | $ | 0.24 | $ | 1.69 | $ | 0.75 | |||||
-1 | |||||||||||
In 2013 and 2012, the use of the if converted method is more dilutive, therefore, income allocable to phantom units and DER expense included in the calculation of diluted earnings per unit and the phantom units are included in the potential common units. | |||||||||||
-2 | |||||||||||
For the year ended December 31, 2011, dilutive instruments include TSR Performance Units and are based on the number of units, if any, which would be issuable at the end of the respective reporting period, assuming that date was the end of the contingency period. See Note 20 for further discussion of TSR Performance Units. | |||||||||||
-3 | |||||||||||
Earnings per Class B units equals zero as Class B unitholders are not entitled to receive distributions and, therefore, no income is allocable to Class B units under the two class method. | |||||||||||
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
24. Segment Information | |||||||||||||||||
The Partnership's chief operating decision maker is the chief executive officer ("CEO"). The CEO reviews the Partnership's discrete financial information on a geographic and operational basis, as the products and services are closely related within each geographic region and business operation. Accordingly, the CEO makes operating decisions, assesses financial performance and allocates resources on a geographical basis. The Partnership has the following segments: Marcellus, Utica, Northeast and Southwest. The Marcellus segment, which was referred to as the Liberty segment in prior years, has operations in Pennsylvania and northern West Virginia. The Utica segment has operations in Ohio. The Northeast segment has operations in Kentucky, southern West Virginia and Michigan. The Southwest segment has operations in Texas, Oklahoma, Louisiana and New Mexico. All segments provide gathering, processing, transportation and storage services. The Marcellus, Northeast and Southwest segments also provide and the Utica segment will provide, fractionation services. The Partnership prepares segment information in accordance with GAAP. Certain items below Income from operations in the accompanying Consolidated Statements of Operations, certain compensation expense, certain other non-cash items and any gains (losses) from derivative instruments are not allocated to individual segments. Management does not consider these items allocable to or controllable by any individual segment and, therefore, excludes these items when evaluating segment performance. Segment results are also adjusted to exclude the portion of operating income attributable to the non-controlling interests. | |||||||||||||||||
The tables below present information about operating income and capital expenditures for the reported segments for the years ended December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
Year ended December 31, 2013: | |||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | |||||||||||||
Segment revenue | $ | 527,073 | $ | 26,442 | $ | 204,326 | $ | 935,426 | $ | 1,693,267 | |||||||
Purchased product costs | (100,262 | ) | — | (65,192 | ) | (525,711 | ) | (691,165 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Net operating margin | 426,811 | 26,442 | 139,134 | 409,715 | 1,002,102 | ||||||||||||
Facility expenses | (108,781 | ) | (35,081 | ) | (28,425 | ) | (127,112 | ) | (299,399 | ) | |||||||
Portion of operating loss (income) attributable to non-controlling interests | — | 3,499 | — | (21 | ) | 3,478 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income (loss) before items not allocated to segments | $ | 318,030 | $ | (5,140 | ) | $ | 110,709 | $ | 282,582 | $ | 706,181 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,613,580 | $ | 1,242,158 | $ | 4,586 | $ | 175,565 | $ | 3,035,889 | |||||||
Capital expenditures not allocated to segments | 11,067 | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 3,046,956 | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012: | |||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | |||||||||||||
Segment revenue | $ | 319,867 | $ | 571 | $ | 225,818 | $ | 842,958 | $ | 1,389,214 | |||||||
Purchased product costs | (74,024 | ) | — | (68,402 | ) | (387,902 | ) | (530,328 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Net operating margin | 245,843 | 571 | 157,416 | 455,056 | 858,886 | ||||||||||||
Facility expenses | (65,825 | ) | (3,968 | ) | (24,106 | ) | (122,691 | ) | (216,590 | ) | |||||||
Portion of operating loss (income) attributable to non-controlling interests | — | 1,359 | — | (176 | ) | 1,183 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income (loss) before items not allocated to segments | $ | 180,018 | $ | (2,038 | ) | $ | 133,310 | $ | 332,189 | $ | 643,479 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,458,323 | $ | 233,018 | $ | 84,542 | $ | 169,440 | $ | 1,945,323 | |||||||
Capital expenditures not allocated to segments | 5,001 | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 1,950,324 | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011: | |||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||
Segment revenue | $ | 248,949 | $ | 268,884 | $ | 1,018,706 | $ | 1,536,539 | |||||||||
Purchased product costs | (83,847 | ) | (91,612 | ) | (506,911 | ) | (682,370 | ) | |||||||||
| | | | | | | | | | | | | | ||||
Net operating margin | 165,102 | 177,272 | 511,795 | 854,169 | |||||||||||||
Facility expenses | (34,913 | ) | (27,126 | ) | (118,428 | ) | (180,467 | ) | |||||||||
Portion of operating income attributable to non-controlling interests | (63,731 | ) | — | (176 | ) | (63,907 | ) | ||||||||||
| | | | | | | | | | | | | | ||||
Operating income before items not allocated to segments | $ | 66,458 | $ | 150,146 | $ | 393,191 | $ | 609,795 | |||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Capital expenditures | $ | 388,850 | $ | 51,280 | $ | 105,619 | $ | 545,749 | |||||||||
Capital expenditures not allocated to segment | 5,090 | ||||||||||||||||
| | | | | | | | | | | | | | ||||
Total capital expenditures | $ | 550,839 | |||||||||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
The following is a reconciliation of segment revenue to total revenue and operating income before items not allocated to segments to income before provision for income tax for the three years ended December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Total segment revenue | $ | 1,693,267 | $ | 1,389,214 | $ | 1,536,539 | |||||||||||
Derivative (loss) gain not allocated to segments | (24,638 | ) | 56,535 | (29,035 | ) | ||||||||||||
Revenue deferral adjustment and other(1) | (6,182 | ) | (5,935 | ) | (13,947 | ) | |||||||||||
| | | | | | | | | | | |||||||
Total revenue | $ | 1,662,447 | $ | 1,439,814 | $ | 1,493,557 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Operating income before items not allocated to segments | $ | 706,181 | $ | 643,479 | $ | 609,795 | |||||||||||
Portion of operating income attributable to non-controlling interests | (3,478 | ) | (1,183 | ) | 63,907 | ||||||||||||
Derivative (loss) gain not allocated to segments | (25,770 | ) | 69,126 | (75,515 | ) | ||||||||||||
Revenue deferral adjustment and other(1) | (6,182 | ) | (5,935 | ) | (13,947 | ) | |||||||||||
Compensation expense included in facility expenses not allocated to segments | (2,421 | ) | (1,022 | ) | (1,781 | ) | |||||||||||
Facility expenses adjustments(2) | 10,751 | 10,751 | 10,751 | ||||||||||||||
Selling, general and administrative expenses | (101,549 | ) | (93,444 | ) | (80,441 | ) | |||||||||||
Depreciation | (299,884 | ) | (183,250 | ) | (143,704 | ) | |||||||||||
Amortization of intangible assets | (64,644 | ) | (53,320 | ) | (43,617 | ) | |||||||||||
Gain (loss) on disposal of property, plant and equipment | 33,763 | (6,254 | ) | (8,797 | ) | ||||||||||||
Accretion of asset retirement obligations | (824 | ) | (672 | ) | (1,185 | ) | |||||||||||
| | | | | | | | | | | |||||||
Income from operations | 245,943 | 378,276 | 315,466 | ||||||||||||||
Earnings from unconsolidated affiliates | 1,422 | 2,328 | 158 | ||||||||||||||
Interest income | 262 | 419 | 422 | ||||||||||||||
Interest expense | (151,851 | ) | (120,191 | ) | (113,631 | ) | |||||||||||
Amortization of deferred financing costs and discount (a component of interest expense) | (6,726 | ) | (5,601 | ) | (5,114 | ) | |||||||||||
Loss on redemption of debt | (38,455 | ) | — | (78,996 | ) | ||||||||||||
Miscellaneous income, net | 2,519 | 62 | 144 | ||||||||||||||
| | | | | | | | | | | |||||||
Income before provision for income tax | $ | 53,114 | $ | 255,293 | $ | 118,449 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
-1 | |||||||||||||||||
Amount relates to certain contracts in which the cash consideration that the Partnership receives for providing service is greater during the initial years of the contract compared to the later years. In accordance with GAAP, the revenue is recognized evenly over the term of the contract as the Partnership expects to perform a similar level of service for the entire term; therefore, the revenue recognized in the current reporting period is less than the cash received. However, the chief operating decision maker and management evaluate the segment performance based on the cash consideration received and, therefore, the impact of the revenue deferrals is excluded for segment reporting purposes. For the year ended December 31, 2013, approximately $6.4 million and $0.8 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. For the year ended December 31, 2012, approximately $6.6 million and $0.8 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. For the year ended December 31, 2011, approximately $8.2 million and $7.2 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. Beginning in 2015, the cash consideration received from these contracts is expected to decline and the reported segment revenue will be less than the revenue recognized for GAAP purposes. Other consists of management revenues from an unconsolidated affiliate of $1.0 million, $1.5 million, and $1.4 million for the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||||||||||
-2 | |||||||||||||||||
Facility expenses adjustments consist of the reallocation of the MarkWest Pioneer field services fee and the reallocation of the interest expense related to the SMR, which is included in facility expenses for the purposes of evaluating the performance of the Southwest segment. | |||||||||||||||||
The tables below present information about segment assets as of December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Marcellus | $ | 4,529,028 | $ | 3,172,144 | |||||||||||||
Utica | 1,646,995 | 439,987 | |||||||||||||||
Northeast | 572,855 | 578,122 | |||||||||||||||
Southwest | 2,389,057 | 2,086,215 | |||||||||||||||
| | | | | | | | ||||||||||
Total segment assets | 9,137,935 | 6,276,468 | |||||||||||||||
Assets not allocated to segments: | |||||||||||||||||
Certain cash and cash equivalents | 63,086 | 261,473 | |||||||||||||||
Fair value of derivatives | 11,962 | 30,382 | |||||||||||||||
Investment in unconsolidated affiliates | 75,627 | 63,054 | |||||||||||||||
Other(1) | 107,813 | 96,985 | |||||||||||||||
| | | | | | | | ||||||||||
Total assets | $ | 9,396,423 | $ | 6,728,362 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
-1 | |||||||||||||||||
Includes corporate fixed assets, deferred financing costs, income tax receivable, non-trade receivables and other corporate assets not allocated to segments. | |||||||||||||||||
Supplemental_Condensed_Consoli
Supplemental Condensed Consolidating Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Supplemental Condensed Consolidating Financial Information | ' | ||||||||||||||||
Supplemental Condensed Consolidating Financial Information | ' | ||||||||||||||||
25. Supplemental Condensed Consolidating Financial Information | |||||||||||||||||
MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of December 31, 2013, the Partnership's obligations under the outstanding Senior Notes (see Note 16) were fully, jointly and severally guaranteed, by all of the subsidiaries that are owned 100% by the Partnership, other than MarkWest Liberty Midstream and its subsidiaries. The guarantees are unconditional except for certain customary circumstances in which a subsidiary would be released from the guarantee under the indentures (see Note 16 for these circumstances). Subsidiaries that are not 100% owned by the Partnership do not guarantee the Senior Notes. 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. The co-issuer, MarkWest Energy Finance Corporation, has no independent assets or operations. Condensed consolidating financial information for MarkWest Energy Partners and its combined guarantor and combined non-guarantor subsidiaries as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 is as follows (in thousands): | |||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 224 | $ | 79,363 | $ | 5,718 | $ | — | $ | 85,305 | |||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Receivables and other current assets | 6,248 | 266,610 | 134,880 | — | 407,738 | ||||||||||||
Intercompany receivables | 1,194,955 | 78,010 | 125,115 | (1,398,080 | ) | — | |||||||||||
Fair value of derivative instruments | — | 10,444 | 1,013 | — | 11,457 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 1,201,427 | 434,427 | 276,726 | (1,398,080 | ) | 514,500 | |||||||||||
Total property, plant and equipment, net | 5,379 | 2,149,845 | 5,622,602 | (84,657 | ) | 7,693,169 | |||||||||||
Other long-term assets: | |||||||||||||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Investment in unconsolidated affiliates | — | 75,627 | — | — | 75,627 | ||||||||||||
Investment in consolidated affiliates | 5,741,374 | 4,541,617 | — | (10,282,991 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 595,995 | 278,797 | — | 874,792 | ||||||||||||
Fair value of derivative instruments | — | 505 | — | — | 505 | ||||||||||||
Intercompany notes receivable | 151,200 | — | — | (151,200 | ) | — | |||||||||||
Other long-term assets | 52,338 | 92,276 | 83,216 | — | 227,830 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 7,151,718 | $ | 7,890,292 | $ | 6,271,341 | $ | (11,916,928 | ) | $ | 9,396,423 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | — | $ | 1,315,707 | $ | 82,373 | $ | (1,398,080 | ) | $ | — | ||||||
Fair value of derivative instruments | — | 26,382 | 2,456 | — | 28,838 | ||||||||||||
Other current liabilities | 58,110 | 199,146 | 583,810 | (2,131 | ) | 838,935 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 58,110 | 1,541,235 | 668,639 | (1,400,211 | ) | 867,773 | |||||||||||
Deferred income taxes | 3,407 | 284,159 | — | — | 287,566 | ||||||||||||
Long-term intercompany financing payable | — | 151,200 | 97,461 | (248,661 | ) | — | |||||||||||
Fair value of derivative instruments | — | 27,763 | — | — | 27,763 | ||||||||||||
Long-term debt, net of discounts | 3,023,071 | — | — | — | 3,023,071 | ||||||||||||
Other long-term liabilities | 3,745 | 144,561 | 8,194 | — | 156,500 | ||||||||||||
Redeemable non-controlling interest | — | — | — | 235,617 | 235,617 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 3,461,360 | 5,741,374 | 5,497,047 | (11,223,486 | ) | 3,476,295 | |||||||||||
Class B Units | 602,025 | — | — | — | 602,025 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 719,813 | 719,813 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 4,063,385 | 5,741,374 | 5,497,047 | (10,503,673 | ) | 4,798,133 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 7,151,718 | $ | 7,890,292 | $ | 6,271,341 | $ | (11,916,928 | ) | $ | 9,396,423 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
As of December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 210,015 | $ | 102,979 | $ | 32,762 | $ | — | $ | 345,756 | |||||||
Restricted cash | — | — | 25,500 | — | 25,500 | ||||||||||||
Receivables and other current assets | 9,191 | 178,913 | 74,658 | — | 262,762 | ||||||||||||
Intercompany receivables | 812,562 | 18,472 | 32,656 | (863,690 | ) | — | |||||||||||
Fair value of derivative instruments | — | 18,389 | 1,115 | — | 19,504 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 1,031,768 | 318,753 | 166,691 | (863,690 | ) | 653,522 | |||||||||||
Total property, plant and equipment, net | 3,542 | 1,999,474 | 3,032,121 | (95,519 | ) | 4,939,618 | |||||||||||
Other long-term assets: | |||||||||||||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Investment in unconsolidated affiliates | — | 63,054 | — | — | 63,054 | ||||||||||||
Investment in consolidated affiliates | 4,104,473 | 2,719,920 | — | (6,824,393 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 559,320 | 295,835 | — | 855,155 | ||||||||||||
Fair value of derivative instruments | — | 10,878 | — | — | 10,878 | ||||||||||||
Intercompany notes receivable | 225,000 | — | — | (225,000 | ) | — | |||||||||||
Other long-term assets | 50,866 | 70,009 | 75,260 | — | 196,135 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 5,415,649 | $ | 5,741,408 | $ | 3,579,907 | $ | (8,008,602 | ) | $ | 6,728,362 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | 461 | $ | 839,543 | $ | 23,686 | $ | (863,690 | ) | $ | — | ||||||
Fair value of derivative instruments | — | 27,062 | 167 | — | 27,229 | ||||||||||||
Other current liabilities | 42,301 | 197,934 | 472,462 | (1,892 | ) | 710,805 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 42,762 | 1,064,539 | 496,315 | (865,582 | ) | 738,034 | |||||||||||
Deferred income taxes | 2,906 | 186,522 | — | — | 189,428 | ||||||||||||
Long-term intercompany financing payable | — | 225,000 | 99,592 | (324,592 | ) | — | |||||||||||
Fair value of derivative instruments | — | 32,190 | — | — | 32,190 | ||||||||||||
Long-term debt, net of discounts | 2,523,051 | — | — | — | 2,523,051 | ||||||||||||
Other long-term liabilities | 2,959 | 128,684 | 2,618 | — | 134,261 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 2,091,440 | 4,104,473 | 2,981,382 | (7,079,891 | ) | 2,097,404 | |||||||||||
Class B Units | 752,531 | — | — | — | 752,531 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 261,463 | 261,463 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 2,843,971 | 4,104,473 | 2,981,382 | (6,818,428 | ) | 3,111,398 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 5,415,649 | $ | 5,741,408 | $ | 3,579,907 | $ | (8,008,602 | ) | $ | 6,728,362 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | |||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,161,145 | $ | 550,181 | $ | (48,879 | ) | $ | 1,662,447 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 588,670 | 100,758 | — | 689,428 | ||||||||||||
Facility expenses | — | 148,492 | 146,649 | (1,203 | ) | 293,938 | |||||||||||
Selling, general and administrative expenses | 46,732 | 29,855 | 32,512 | (7,550 | ) | 101,549 | |||||||||||
Depreciation and amortization | 847 | 183,610 | 185,810 | (5,739 | ) | 364,528 | |||||||||||
Other operating expenses | — | 4,907 | (39,926 | ) | 2,080 | (32,939 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 47,579 | 955,534 | 425,803 | (12,412 | ) | 1,416,504 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (47,579 | ) | 205,611 | 124,378 | (36,467 | ) | 245,943 | ||||||||||
Earnings from consolidated affiliates | 276,995 | 110,763 | — | (387,758 | ) | — | |||||||||||
Loss on redemption of debt | (38,455 | ) | — | — | — | (38,455 | ) | ||||||||||
Other expense, net | (161,975 | ) | (26,749 | ) | (11,247 | ) | 45,597 | (154,374 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 28,986 | 289,625 | 113,131 | (378,628 | ) | 53,114 | |||||||||||
Provision for income tax expense | (39 | ) | (12,630 | ) | — | — | (12,669 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 28,947 | 276,995 | 113,131 | (378,628 | ) | 40,445 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (2,368 | ) | (2,368 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 28,947 | $ | 276,995 | $ | 113,131 | $ | (380,996 | ) | $ | 38,077 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,125,368 | $ | 324,738 | $ | (10,292 | ) | $ | 1,439,814 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 441,853 | 74,513 | — | 516,366 | ||||||||||||
Facility expenses | — | 137,261 | 71,138 | (167 | ) | 208,232 | |||||||||||
Selling, general and administrative expenses | 48,949 | 19,069 | 29,674 | (4,248 | ) | 93,444 | |||||||||||
Depreciation and amortization | 607 | 164,858 | 75,599 | (4,494 | ) | 236,570 | |||||||||||
Other operating expenses | 2 | 4,341 | 2,583 | — | 6,926 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 49,558 | 767,382 | 253,507 | (8,909 | ) | 1,061,538 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (49,558 | ) | 357,986 | 71,231 | (1,383 | ) | 378,276 | ||||||||||
Earnings from consolidated affiliates | 366,460 | 66,114 | — | (432,574 | ) | — | |||||||||||
Other expense, net | (118,563 | ) | (21,001 | ) | (8,554 | ) | 25,135 | (122,983 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 198,339 | 403,099 | 62,677 | (408,822 | ) | 255,293 | |||||||||||
Provision for income tax expense | (1,689 | ) | (36,639 | ) | — | — | (38,328 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 196,650 | 366,460 | 62,677 | (408,822 | ) | 216,965 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | 3,437 | 3,437 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 196,650 | $ | 366,460 | $ | 62,677 | $ | (405,385 | ) | $ | 220,402 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,241,442 | $ | 252,115 | $ | — | $ | 1,493,557 | |||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 651,132 | 84,198 | — | 735,330 | ||||||||||||
Facility expenses | — | 128,612 | 36,405 | — | 165,017 | ||||||||||||
Selling, general and administrative expenses | 46,903 | 31,015 | 7,450 | (4,927 | ) | 80,441 | |||||||||||
Depreciation and amortization | 719 | 151,362 | 35,948 | (708 | ) | 187,321 | |||||||||||
Other operating expenses | 673 | 9,030 | 279 | — | 9,982 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 48,295 | 971,151 | 164,280 | (5,635 | ) | 1,178,091 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (48,295 | ) | 270,291 | 87,835 | 5,635 | 315,466 | |||||||||||
Earnings from consolidated affiliates | 288,870 | 43,172 | — | (332,042 | ) | — | |||||||||||
Loss on redemption of debt | (78,996 | ) | — | — | — | (78,996 | ) | ||||||||||
Other expense, net | (91,612 | ) | (13,686 | ) | (558 | ) | (12,165 | ) | (118,021 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 69,967 | 299,777 | 87,277 | (338,572 | ) | 118,449 | |||||||||||
Provision for income tax expense | (2,742 | ) | (10,907 | ) | — | — | (13,649 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 67,225 | 288,870 | 87,277 | (338,572 | ) | 104,800 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (44,105 | ) | (44,105 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 67,225 | $ | 288,870 | $ | 87,277 | $ | (382,677 | ) | $ | 60,695 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (178,266 | ) | $ | 368,551 | $ | 222,107 | $ | 23,258 | $ | 435,650 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | 15,500 | — | 15,500 | ||||||||||||
Capital expenditures | (789 | ) | (182,339 | ) | (2,838,677 | ) | (25,151 | ) | (3,046,956 | ) | |||||||
Equity investments | (59,468 | ) | (2,200,000 | ) | — | 2,259,468 | — | ||||||||||
Acquisition of business, net of cash acquired | — | (222,888 | ) | — | — | (222,888 | ) | ||||||||||
Investment in unconsolidated affiliates | — | (17,521 | ) | — | — | (17,521 | ) | ||||||||||
Distributions from consolidated affiliates | 95,548 | 517,635 | — | (613,183 | ) | — | |||||||||||
Investment in intercompany notes, net | 73,800 | — | — | (73,800 | ) | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 757 | 208,546 | — | 209,303 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) investing activities | 109,091 | (2,104,356 | ) | (2,614,631 | ) | 1,547,334 | (3,062,562 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,698,066 | — | — | — | 1,698,066 | ||||||||||||
Proceeds from long-term debt | 1,000,000 | — | — | — | 1,000,000 | ||||||||||||
Payments of long-term debt | (501,112 | ) | — | — | — | (501,112 | ) | ||||||||||
Payments related to intercompany financing, net | — | (73,800 | ) | (1,893 | ) | 75,693 | — | ||||||||||
Payments of premiums on redemption of long-term debt | (31,516 | ) | — | — | — | (31,516 | ) | ||||||||||
Payments for debt issuance costs, deferred financing costs and registration costs | (14,046 | ) | — | — | — | (14,046 | ) | ||||||||||
Contributions from parent and affiliates | — | 59,468 | 2,200,000 | (2,259,468 | ) | — | |||||||||||
Contribution from non-controlling interest | — | — | 685,219 | — | 685,219 | ||||||||||||
Payments of SMR liability | — | (2,241 | ) | — | — | (2,241 | ) | ||||||||||
Share-based payment activity | (5,210 | ) | — | — | — | (5,210 | ) | ||||||||||
Payment of distributions | (462,488 | ) | (95,548 | ) | (517,846 | ) | 613,183 | (462,699 | ) | ||||||||
Intercompany advances, net | (1,824,310 | ) | 1,824,310 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by financing activities | (140,616 | ) | 1,712,189 | 2,365,480 | (1,570,592 | ) | 2,366,461 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | (209,791 | ) | (23,616 | ) | (27,044 | ) | — | (260,451 | ) | ||||||||
Cash and cash equivalents at beginning of year | 210,015 | 102,979 | 32,762 | — | 345,756 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 224 | $ | 79,363 | $ | 5,718 | $ | — | $ | 85,305 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (154,328 | ) | $ | 468,671 | $ | 158,412 | $ | 19,258 | $ | 492,013 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | (9,497 | ) | — | (9,497 | ) | ||||||||||
Capital expenditures | (138 | ) | (304,190 | ) | (1,626,809 | ) | (19,187 | ) | (1,950,324 | ) | |||||||
Equity investments | (55,283 | ) | (1,880,279 | ) | — | 1,935,562 | — | ||||||||||
Acquisition of business, net of cash acquired | — | — | (506,797 | ) | — | (506,797 | ) | ||||||||||
Investment in unconsolidated affiliates | — | (5,227 | ) | — | (839 | ) | (6,066 | ) | |||||||||
Distributions from consolidated affiliates | 75,431 | 140,362 | — | (215,793 | ) | — | |||||||||||
Investment in intercompany notes, net | (12,300 | ) | — | — | 12,300 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 1,732 | 77 | (1,213 | ) | 596 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) investing activities | 7,710 | (2,047,602 | ) | (2,143,026 | ) | 1,710,830 | (2,472,088 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,634,081 | — | — | — | 1,634,081 | ||||||||||||
Proceeds from Credit Facility | 511,100 | — | — | — | 511,100 | ||||||||||||
Payments of Credit Facility | (577,100 | ) | — | — | — | (577,100 | ) | ||||||||||
Proceeds from long-term debt | 742,613 | — | — | — | 742,613 | ||||||||||||
Proceeds (payments) related to intercompany financing, net | — | 12,300 | (1,142 | ) | (11,158 | ) | — | ||||||||||
Payments for debt issue costs and deferred financing costs | (14,720 | ) | — | — | — | (14,720 | ) | ||||||||||
Contributions from parent and affiliates | — | 55,283 | 1,879,440 | (1,934,723 | ) | — | |||||||||||
Contribution from non-controlling interest | — | — | 264,781 | — | 264,781 | ||||||||||||
Payments of SMR liability | — | (2,058 | ) | — | — | (2,058 | ) | ||||||||||
Share-based payment activity | (8,067 | ) | 907 | — | — | (7,160 | ) | ||||||||||
Payment of distributions | (339,967 | ) | (75,431 | ) | (140,433 | ) | 215,793 | (340,038 | ) | ||||||||
Intercompany advances, net | (1,591,329 | ) | 1,591,329 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 356,611 | 1,582,330 | 2,002,646 | (1,730,088 | ) | 2,211,499 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | 209,993 | 3,399 | 18,032 | — | 231,424 | ||||||||||||
Cash and cash equivalents at beginning of year | 22 | 99,580 | 14,730 | — | 114,332 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 210,015 | $ | 102,979 | $ | 32,762 | $ | — | $ | 345,756 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (126,782 | ) | $ | 414,844 | $ | 129,584 | $ | (7,243 | ) | $ | 410,403 | |||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | 2,006 | — | 2,006 | ||||||||||||
Capital expenditures | (789 | ) | (162,517 | ) | (399,550 | ) | 12,017 | (550,839 | ) | ||||||||
Acquisition of business | — | (230,728 | ) | — | — | (230,728 | ) | ||||||||||
Equity investments | (47,295 | ) | (252,367 | ) | — | 299,662 | — | ||||||||||
Distributions from consolidated affiliates | 50,718 | 64,569 | — | (115,287 | ) | — | |||||||||||
Investment in intercompany notes, net | (37,990 | ) | — | — | 37,990 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 606 | 7,617 | (4,773 | ) | 3,450 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (35,356 | ) | (580,437 | ) | (389,927 | ) | 229,609 | (776,111 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,095,488 | — | — | — | 1,095,488 | ||||||||||||
Proceeds from Credit Facility | 1,182,200 | — | — | — | 1,182,200 | ||||||||||||
Payments of Credit Facility | (1,116,200 | ) | — | — | — | (1,116,200 | ) | ||||||||||
Proceeds from long-term debt | 1,199,000 | — | — | — | 1,199,000 | ||||||||||||
Payments of long-term debt | (693,888 | ) | — | — | — | (693,888 | ) | ||||||||||
Payments of premiums on redemption of long-term debt | (71,377 | ) | — | — | — | (71,377 | ) | ||||||||||
Proceeds related to intercompany financing, net | — | 14,990 | 23,000 | (37,990 | ) | — | |||||||||||
Payments for debt issuance costs, deferred financing costs and registration costs | (20,163 | ) | — | — | — | (20,163 | ) | ||||||||||
Acquisition of non-controlling interest, including transaction costs | (997,601 | ) | — | — | — | (997,601 | ) | ||||||||||
Contributions from parents and affiliates | — | 47,295 | 252,367 | (299,662 | ) | — | |||||||||||
Contributions from non-controlling interest | — | — | 126,392 | — | 126,392 | ||||||||||||
Payments of SMR Liability | — | (1,875 | ) | — | — | (1,875 | ) | ||||||||||
Share-based payment activity | (6,354 | ) | 1,084 | — | — | (5,270 | ) | ||||||||||
Payment of distributions | (218,398 | ) | (50,718 | ) | (127,373 | ) | 115,286 | (281,203 | ) | ||||||||
Intercompany advances, net | (190,547 | ) | 190,547 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 162,160 | 201,323 | 274,386 | (222,366 | ) | 415,503 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash | 22 | 35,730 | 14,043 | — | 49,795 | ||||||||||||
Cash and cash equivalents at beginning of year | — | 63,850 | 687 | — | 64,537 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 22 | $ | 99,580 | $ | 14,730 | $ | — | $ | 114,332 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Supplemental Cash Flow Information | ' | ||||||||||
Supplemental Cash Flow Information | ' | ||||||||||
26. Supplemental Cash Flow Information | |||||||||||
The following table provides information regarding supplemental cash flow information (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid for interest, net of amounts capitalized | $ | 137,815 | $ | 109,001 | $ | 112,780 | |||||
Cash (received) paid for income taxes, net | (25,324 | ) | 17,940 | 10,115 | |||||||
Supplemental schedule of non-cash investing and financing activities: | |||||||||||
Amounts payable for property, plant and equipment | $ | 500,171 | $ | 408,557 | $ | 87,071 | |||||
Interest capitalized on construction in progress | 35,053 | 26,061 | 1,121 | ||||||||
Issuance of common units for vesting of share-based payment awards | 4,861 | 2,510 | 5,412 | ||||||||
Conversion of Class B units to common units | 150,506 | — | — | ||||||||
Issuance of Class B units for acquisition of non-controlling interest | — | — | 752,531 |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||
27. Valuation and Qualifying Accounts | |||||||||||
Activity in the Partnership's allowance for doubtful accounts and deferred tax asset valuation allowance is as follows (in thousands): | |||||||||||
Year ended | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Allowance for Doubtful Accounts | |||||||||||
Balance at beginning of period | $ | 159 | $ | 160 | $ | 162 | |||||
Other charges(1) | — | (1 | ) | (2 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 159 | $ | 159 | $ | 160 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Deferred Tax Asset Valuation Allowance | |||||||||||
Balance at beginning of period | $ | 904 | $ | 977 | $ | 1,036 | |||||
Charged to costs and expenses | 74 | (73 | ) | (59 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 978 | $ | 904 | $ | 977 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Bad debts written-off (net of recoveries). | |||||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | |||||||||||||
Quarterly Results of Operations (Unaudited) | ' | |||||||||||||
28. Quarterly Results of Operations (Unaudited) | ||||||||||||||
The following summarizes the Partnership's quarterly results of operations for 2013 and 2012 (in thousands, except per unit data): | ||||||||||||||
Three months ended(1) | ||||||||||||||
March 31(2)(3) | June 30 | September 30 | December 31 | |||||||||||
2013 | ||||||||||||||
Total revenue | $ | 373,273 | $ | 415,120 | $ | 420,516 | $ | 453,538 | ||||||
Income from operations | 63,663 | 140,022 | 7,763 | 34,495 | ||||||||||
Net (loss) income | (21,131 | ) | 85,498 | (20,027 | ) | (3,895 | ) | |||||||
Net (loss) income attributable to the Partnership's unitholders | (15,458 | ) | 83,699 | (23,604 | ) | (6,560 | ) | |||||||
Net (loss) income attributable to the Partnership's common unitholders per common unit(4): | ||||||||||||||
Basic | $ | (0.12 | ) | $ | 0.63 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Diluted | $ | (0.12 | ) | $ | 0.55 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Three months ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
2012 | ||||||||||||||
Total revenue | $ | 347,263 | $ | 442,822 | $ | 280,576 | $ | 369,153 | ||||||
Income from operations | 50,492 | 257,741 | 8,593 | 61,450 | ||||||||||
Net income (loss) | 15,774 | 186,533 | (15,265 | ) | 29,923 | |||||||||
Net income (loss) attributable to the Partnership's unitholders | 16,020 | 186,908 | (14,340 | ) | 31,814 | |||||||||
Net income (loss) attributable to the Partnership's common unitholders per common unit(4): | ||||||||||||||
Basic | $ | 0.16 | $ | 1.74 | $ | (0.13 | ) | $ | 0.26 | |||||
Diluted | $ | 0.14 | $ | 1.47 | $ | (0.13 | ) | $ | 0.22 | |||||
-1 | ||||||||||||||
Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives. | ||||||||||||||
-2 | ||||||||||||||
During the first quarter of 2013, the Partnership recorded a loss on redemption of debt of approximately $38.5 million related to the repurchase of the 2018 Senior Notes and a portion of 2021 Senior Notes and 2022 Senior Notes. See Note 16 for further details. | ||||||||||||||
-3 | ||||||||||||||
As discussed in Note 3, the Partnership determined that the consolidation error and impairment were immaterial to the prior periods included in the accompanying consolidated financial statements. The impact of the misstatement to the three months ended March 31, 2013 is shown in the table below (in thousands): | ||||||||||||||
Three months ended | ||||||||||||||
March 31, 2013 | ||||||||||||||
Statement of Operations | As previously | As restated | ||||||||||||
reported | ||||||||||||||
Revenue | $ | 375,952 | $ | 373,273 | ||||||||||
Income from operations | 64,350 | 63,663 | ||||||||||||
Net (loss) | (20,764 | ) | (21,131 | ) | ||||||||||
-4 | ||||||||||||||
Basic and diluted net (loss) income per unit is computed independently for each of the quarters presented; therefore, the sum of the quarterly earnings per unit may not equal the total computed for the year. | ||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates affect, among other items, valuing identified intangible assets; determining the fair value of derivative instruments; valuing inventory; evaluating impairments of long-lived assets, goodwill and equity investments; establishing estimated useful lives for long-lived assets; recognition of share-based compensation expense; estimating revenues, expense accruals and capital expenditures; valuing asset retirement obligations; and in determining liabilities, if any, for environmental and legal contingencies. | ||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Partnership considers investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. Such investments include money market accounts. | ||||||||||||||
Restricted Cash | ' | |||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists primarily of cash and investments that must be maintained as collateral for letters of credit issued to certain third party producer customers. The balances will be outstanding until certain capital projects are completed and the third party releases the restriction. Restricted cash balances for which the restrictions are not expected to be released within a period of twelve months are classified as long-term assets in the Consolidated Balance Sheets. | ||||||||||||||
Inventories | ' | |||||||||||||
Inventories | ||||||||||||||
Inventories, which consist primarily of natural gas, propane, other NGLs and spare parts and supplies, are valued at the lower of weighted-average cost or fair value. Processed natural gas and NGL inventories include material, labor and overhead. Shipping and handling costs related to purchases of natural gas and NGLs are included in inventory. | ||||||||||||||
Property, Plant and Equipment | ' | |||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are recorded at cost. Expenditures that extend the useful lives of assets are capitalized. Repairs, maintenance and renewals that do not extend the useful lives of the assets are expensed as incurred. Interest costs for the construction or development of long-lived assets are capitalized and amortized over the related asset's estimated useful life. Leasehold improvements are depreciated over the shorter of the useful life or lease term. Depreciation is provided, principally on the straight-line method, over a period of 10 to 25 years for all assets, with the exception of miscellaneous equipment and vehicles, which are depreciated over a period of three to ten years. | ||||||||||||||
The Partnership evaluates transactions involving the sale of property, plant and equipment to determine if they are, in-substance, the sale of real estate. Tangible assets may be considered real estate if the costs to relocate them for use in a different location exceeds 10% of the asset's fair value. Financial assets, primarily in the form of ownership interests in an entity, may be in-substance real estate based on the significance of the real estate in the entity. Sales of real estate are not considered consummated if the Partnership maintains an interest in the asset after it is sold or has certain other forms of continuing involvement. Significant judgment is required to determine if a transaction is a sale of real estate and if a transaction has been consummated. If a sale of real estate is not considered consummated, the Partnership cannot record the transaction as a sale and must account for the transaction under an alternative method of accounting such as a financing or leasing arrangement. The Partnership's sale of the SMR in 2009, which was considered in-substance real estate, was not considered a sale due to the Partnership's continuing involvement and was accounted for as a financing arrangement. See Note 6 for a description of the transaction and its impact on the financial statements. | ||||||||||||||
Asset Retirement Obligations | ' | |||||||||||||
Asset Retirement Obligations | ||||||||||||||
An asset retirement obligation ("ARO") is a legal obligation associated with the retirement of tangible long-lived assets that generally result from the acquisition, construction, development or normal operation of the asset. AROs are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made and added to the carrying amount of the associated asset. This additional carrying amount is then depreciated over the life of the asset. The liability is determined using a risk free interest rate and increases due to the passage of time based on the time value of money until the obligation is settled. The Partnership recognizes a liability of a conditional ARO as soon as the fair value of the liability can be reasonably estimated. A conditional ARO is defined as an unconditional legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. | ||||||||||||||
Investment in Unconsolidated Affiliates | ' | |||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||
Equity investments in which the Partnership exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying Consolidated Balance Sheets. | ||||||||||||||
The Partnership believes the equity method is an appropriate means for it to recognize increases or decreases measured by GAAP in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has an other than a temporary decline. | ||||||||||||||
Redeemable non-controlling interest | ' | |||||||||||||
Redeemable non-controlling interest | ||||||||||||||
Non-controlling interests that are puttable by the non-controlling interest holder to the Partnership are considered to be redeemable non-controlling interests if the redemption feature is not deemed to be a freestanding financial instrument and if the redemption is not solely within the control of the Partnership. Redeemable non-controlling interest is not considered to be a component of Equity and is reported as temporary equity in the mezzanine section on the Consolidated Balance Sheets. The amount recorded as redeemable non-controlling interest at each balance sheet date is the greater of the redemption value and the carrying value of the redeemable non-controlling interest (the initial carrying value increased or decreased for the non-controlling interest holders' share of net income or loss and distributions). | ||||||||||||||
Collaborative Arrangements | ' | |||||||||||||
Collaborative Arrangements | ||||||||||||||
Our collaborative arrangements principally relate to contractual arrangements to pursue the development of facilities and services to support the rapid growth of NGL production occurring in the liquids-rich areas of the Marcellus and Utica Shales. Each party to the contractual arrangement jointly owns certain property and share in revenue, if any, and operating expenses in accordance with their respective ownership interest. | ||||||||||||||
Intangibles | ' | |||||||||||||
Intangibles | ||||||||||||||
The Partnership's intangibles are mainly comprised of customer contracts and relationships acquired in business combinations and recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Using relevant information and assumptions, management determines the fair value of acquired identifiable intangible assets. Fair value is generally calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. The key assumptions include probability of contract renewals, economic incentives to retain customers, historical volumes, current and future capacity of the gathering system, pricing volatility and the discount rate. Amortization of intangibles with definite lives is calculated using the straight-line method over the estimated useful life of the intangible asset. The estimated economic life is determined by assessing the life of the assets related to the contracts and relationships, likelihood of renewals, the projected reserves, competitive factors, regulatory or legal provisions and maintenance and renewal costs. | ||||||||||||||
Goodwill | ' | |||||||||||||
Goodwill | ||||||||||||||
Goodwill is the cost of an acquisition less the fair value of the net identifiable assets of the acquired business. The Partnership evaluates goodwill for impairment annually as of November 30, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Partnership may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Partnership may elect to perform the two-step goodwill impairment test without completing a qualitative assessment. If a two-step process goodwill impairment test is elected or required, the first step involves comparing the fair value of the reporting unit to which goodwill has been allocated, with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value to the carrying value of the goodwill for that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, the excess of the carrying value over the implied fair value is recognized as an impairment loss. | ||||||||||||||
Impairment of Long-Lived Assets | ' | |||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
The Partnership's policy is to evaluate whether there has been an impairment in the value of long-lived assets when certain events indicate that the remaining balance may not be recoverable. The Partnership evaluates the carrying value of its property, plant and equipment on at least a segment level and at lower levels where the cash flows for specific assets can be identified and are largely independent from other asset groups. A long-lived asset group is considered impaired when the estimated undiscounted cash flows from such asset group are less than the asset group's carrying value. In that event, a loss is recognized to the extent that the carrying value exceeds the fair value of the long-lived asset group. Fair value is determined primarily using estimated discounted cash flows. Management considers the volume of reserves behind the asset and future NGL product and natural gas prices to estimate cash flows. The amount of additional reserves developed by future drilling activity depends, in part, on expected natural gas prices. Projections of reserves, drilling activity and future commodity prices are inherently subjective and contingent upon a number of variable factors, many of which are difficult to forecast. Any significant variance in any of these assumptions or factors could materially affect future cash flows, which could result in the impairment of an asset group. | ||||||||||||||
For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value, less the cost to sell, to determine if impairment is required. Until the assets are disposed of, an estimate of the fair value is re-determined when related events or circumstances change. | ||||||||||||||
Deferred Financing Costs | ' | |||||||||||||
Deferred Financing Costs | ||||||||||||||
Deferred financing costs are amortized over the contractual term of the related obligations or, in certain circumstances, accelerated if the obligation is refinanced, using the effective interest method. | ||||||||||||||
Deferred Contract Costs | ' | |||||||||||||
Deferred Contract Cost | ||||||||||||||
The Partnership may pay consideration to a producer upon entering a long-term arrangement to provide midstream services to the producer. In such cases, the amount of consideration paid is recorded as Deferred contract cost, net of accumulated amortization on the accompanying Consolidated Balance Sheets and is amortized over the term of the arrangement. | ||||||||||||||
Derivative Instruments | ' | |||||||||||||
Derivative Instruments | ||||||||||||||
Derivative instruments (including derivative instruments embedded in other contracts) are recorded at fair value and included in the Consolidated Balance Sheets as assets or liabilities. Assets and liabilities related to derivative instruments with the same counterparty are not netted in the Consolidated Balance Sheets. The Partnership discloses the fair value of all of its derivative instruments separate from other assets and liabilities under the caption Fair value of derivative instruments in the Consolidated Balance Sheets, inclusive of option premiums (net of amortization), if any. Changes in the fair value of derivative instruments are reported in the Statements of Operations in accounts related to the item whose value or cash flows are being managed. Substantially all derivative instruments were marked to market through Revenue, Purchased product costs, or Facility expenses. Revenue gains and losses relate to contracts utilized to manage the cash flow for the sale of a product and the amortization of associated option premiums. Option premiums are amortized over the effective term of the corresponding option contract. Purchased product costs gains and losses relate to contracts utilized to manage the cost of natural gas purchases, typically related to keep-whole arrangements. Facility expenses gains and losses relate to a contract utilized to manage electricity costs. Changes in risk management activities are reported as an adjustment to net income in computing cash flow from operating activities on the accompanying Consolidated Statements of Cash Flows. | ||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Partnership did not designate any hedges or designate any contracts as normal purchases and normal sales. | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Management believes the carrying amount of financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and accrued liabilities approximate fair value because of the short-term maturity of these instruments. The recorded value of the amounts outstanding under the Credit Facility, if any, approximate fair value due to the variable interest rate that approximates current market rates. Derivative instruments are recorded at fair value, based on available market information (see Note 8). The following table shows the carrying value and related fair value of financial instruments that are not recorded in the financial statements at fair value as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,023,071 | $ | 3,079,460 | $ | 2,523,051 | $ | 2,763,080 | ||||||
SMR Liability | 89,592 | 120,922 | 91,851 | 130,736 | ||||||||||
The fair value of the long-term debt is estimated based on recent market non-binding indicative quotes. The Partnership has continued to report an asset and the related depreciation, for the total capitalized costs of constructing the SMR and has recorded a liability equal to the proceeds from the transaction plus the estimated costs incurred by the buyer to complete construction ("SMR Liability"). The fair value of the SMR Liability is estimated using a discounted cash flow approach based on the contractual cash flows and the Partnership's unsecured borrowing rate. Both the long-term debt and SMR fair values are considered Level 3 measurements as discussed below. | ||||||||||||||
Fair Value Measurement | ' | |||||||||||||
Fair Value Measurement | ||||||||||||||
Financial assets and liabilities recorded at fair value in the Consolidated Balance Sheets are categorized based upon a fair value hierarchy established by GAAP, which classifies the inputs used to measure fair value into the following levels: | ||||||||||||||
• | ||||||||||||||
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||||
• | ||||||||||||||
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||||||||
• | ||||||||||||||
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||||||||||||||
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||||||||||||||
The determination to classify a financial instrument within Level 3 of the valuation hierarchy is based upon the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 inputs, observable inputs (that is, inputs that are actively quoted and can be validated to external sources); accordingly, the gains and losses for Level 3 financial instruments include changes in fair value due in part to observable inputs that are part of the valuation methodology. Level 3 financial instruments include crude oil options, all NGL derivatives and the embedded derivatives in commodity contracts discussed in Note 7 as they have significant unobservable inputs. | ||||||||||||||
The methods and assumptions described above may produce a fair value that may not be realized in future periods upon settlement. Furthermore, while the Partnership believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. For further discussion see Note 8. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
The Partnership generates the majority of its revenues from natural gas gathering, transportation and processing; NGL gathering, transportation, fractionation, marketing and storage; and crude oil gathering and transportation. It enters into a variety of contract types. The Partnership provides services under the following different types of arrangements: | ||||||||||||||
• | ||||||||||||||
Fee-based arrangements—Under fee-based arrangements, the Partnership receives a fee or fees for one or more of the following services: gathering, processing and transmission of natural gas; gathering, transportation, fractionation exchange and storage of NGLs; and gathering and transportation of crude oil. The revenue the Partnership earns from these arrangements is generally directly related to the volume of natural gas, NGLs or crude oil that flows through the Partnership's systems and facilities and is not directly dependent on commodity prices. In certain cases, the Partnership's arrangements provide for minimum annual payments or fixed demand charges. | ||||||||||||||
• | ||||||||||||||
Percent-of-proceeds arrangements—Under percent-of-proceeds arrangements, the Partnership gathers and processes natural gas on behalf of producers, sells the resulting residue gas, condensate and NGLs at market prices and remits to producers an agreed-upon percentage of the proceeds. In other cases, instead of remitting cash payments to the producer, the Partnership delivers an agreed-upon percentage of the residue gas and NGLs to the producer and sells the volumes the Partnership keeps to third parties. | ||||||||||||||
• | ||||||||||||||
Keep-whole arrangements—Under keep-whole arrangements, the Partnership gathers natural gas from the producer, processes the natural gas and sells the resulting condensate and NGLs to third parties at market prices. Because the extraction of the condensate and NGLs from the natural gas during processing reduces the Btu content of the natural gas, the Partnership must either purchase natural gas at market prices for return to producers or make cash payment to the producers equal to the energy content of this natural gas. Certain keep-whole arrangements also have provisions that require the Partnership to share a percentage of the keep-whole profits with the producers based on the oil to gas ratio or the NGL to gas ratio. | ||||||||||||||
• | ||||||||||||||
Percent-of-index arrangements—Under percent-of-index arrangements, the Partnership purchases natural gas at either (1) a percentage discount to a specified index price, (2) a specified index price less a fixed amount or (3) a percentage discount to a specified index price less an additional fixed amount. The Partnership then gathers and delivers the natural gas to pipelines where the Partnership resells the natural gas at the index price or at a different percentage discount to the index price. | ||||||||||||||
Under certain contracts, the Partnership is allowed to retain a fixed percentage of the volume gathered to cover the compression fuel charges and deemed-line losses. To the extent the Partnership's gathering systems are operated more or less efficiently than specified per contract allowance, the Partnership is entitled to retain the benefit or loss for its own account. | ||||||||||||||
In many cases, the Partnership provides services under contracts that contain a combination of more than one of the arrangements described above. The terms of the Partnership's contracts vary based on gas quality conditions, the competitive environment when the contracts are signed and customer requirements. It is upon delivery and title transfer that the Partnership meets all four revenue recognition criteria and it is at such time that the Partnership recognizes revenue. | ||||||||||||||
The Partnership's assessment of each of the revenue recognition criteria as they relate to its revenue producing activities is as follows: | ||||||||||||||
Persuasive evidence of an arrangement exists. The Partnership's customary practice is to enter into a written contract, executed by both the customer and the Partnership. | ||||||||||||||
Delivery. Delivery is deemed to have occurred at the time the product is delivered and title is transferred or, in the case of fee-based arrangements, when the services are rendered. | ||||||||||||||
The fee is fixed or determinable. The Partnership negotiates the fee for its services at the outset of its fee-based arrangements. In these arrangements, the fees are nonrefundable. For other arrangements, the amount of revenue is determinable when the sale of the applicable product has been completed upon delivery and transfer of title. | ||||||||||||||
Collectability is reasonably assured. Collectability is evaluated on a customer-by-customer basis. New and existing customers are subject to a credit review process, which evaluates a customer's financial position (e.g. cash position and credit rating) and its ability to pay. If collectability is not considered reasonably assured at the outset of an arrangement in accordance with the Partnership's credit review process, revenue is recognized when the fee is collected. | ||||||||||||||
The Partnership enters into revenue arrangements where it sells customers' gas and/or NGLs and depending on the nature of the arrangement acts as the principal or agent. Revenue from such sales is recognized gross where the Partnership acts as the principal, as the Partnership takes title to the gas and/or NGLs, has physical inventory risk and does not earn a fixed amount. Revenue is recognized net when the Partnership acts as an agent and earns a fixed amount and does not take ownership of the gas and/or NGLs. | ||||||||||||||
Amounts billed to customers for shipping and handling, including fuel costs, are included in Revenue, except under contracts where we are acting as an agent. Shipping and handling costs associated with product sales are included in operating expenses. Taxes collected from customers and remitted to the appropriate taxing authority are excluded from revenue. | ||||||||||||||
Revenue and Expense Accruals | ' | |||||||||||||
Revenue and Expense Accruals | ||||||||||||||
The Partnership routinely makes accruals based on estimates for both revenues and expenses due to the timing of compiling billing information, receiving certain third party information and reconciling the Partnership's records with those of third parties. The delayed information from third parties includes, among other things, actual volumes purchased, transported or sold, adjustments to inventory and invoices for purchases, actual natural gas and NGL deliveries and other operating expenses. The Partnership makes accruals to reflect estimates for these items based on its internal records and information from third parties. Estimated accruals are adjusted when actual information is received from third parties and the Partnership's internal records have been reconciled. | ||||||||||||||
Incentive Compensation Plans | ' | |||||||||||||
Incentive Compensation Plans | ||||||||||||||
The Partnership issues phantom units under its share-based compensation plans as described further in Note 20. A phantom unit entitles the grantee to receive a common unit upon the vesting of the phantom unit. Phantom units are treated as equity awards and compensation expense is measured for these phantom unit grants based on the fair value of the units on the grant date, as defined by GAAP. The fair value of the units awarded is amortized into earnings, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. For certain plans, the awards may be accounted for as liability awards and the compensation expense is adjusted monthly for the change in the fair value of the unvested units granted. | ||||||||||||||
To satisfy common unit awards, the Partnership may issue new common units, acquire common units in the open market or use common units already owned by the general partner. | ||||||||||||||
Tax effects of share based compensation | ' | |||||||||||||
Tax effects of share-based compensation | ||||||||||||||
The Partnership elected to adopt the simplified method to establish the beginning balance of the additional paid-in capital pool ("APIC Pool") related to the tax effects of employee share-based compensation and to determine the subsequent impact on the APIC Pool and Consolidated Statements of Cash Flows of the tax effects of share-based compensation awards that were outstanding upon adoption. Additional paid-in capital is reported as Common units in the accompanying Consolidated Balance Sheets. Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for share-based compensation awards exercised are classified as financing cash flows and are included as Excess tax benefits related to share-based compensation in the accompanying Consolidated Statements of Cash Flows. | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ||||||||||||||
The Partnership is not a taxable entity for federal income tax purposes. As such, the Partnership does not directly pay federal income tax. The Partnership's taxable income or loss, which may vary substantially from the net income or loss reported in the Consolidated Statements of Operations, is includable in the federal income tax returns of each partner. The Partnership is, however, a taxable entity under certain state jurisdictions. The Corporation is a tax paying entity for both federal and state purposes. | ||||||||||||||
In addition to paying tax on its own earnings, the Corporation recognizes a tax expense or a tax benefit on its proportionate share of Partnership income or loss resulting from the Corporation's ownership of Class A units of the Partnership even though for financial reporting purposes such income or loss is eliminated in consolidation. The Class A units represent limited partner interests with the same rights as common units except that the Class A units do not have voting rights, except as required by law. Class A units are not treated as outstanding common units in the Consolidated Balance Sheet as they are eliminated in the consolidation of the Corporation. The deferred income tax component relates to the change in the temporary book to tax basis difference in the carrying amount of the investment in the Partnership which results primarily from its timing differences in the Corporation's proportionate share of the book income or loss as compared with the Corporation's proportionate share of the taxable income or loss of the Partnership. | ||||||||||||||
The Partnership and the Corporation account for income taxes under the asset and liability method. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, capital loss carryforwards and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized as tax expense (benefit) from continuing operations in the period that includes the enactment date of the tax rate change. Realizability of deferred tax assets is assessed and, if not more likely than not, a valuation allowance is recorded to reflect the deferred tax assets at net realizable value as determined by management. Deferred tax balances that are expected to be settled within twelve months are classified as current and all other deferred tax balances are classified as long-term in the accompanying Consolidated Balance Sheets. All changes in the tax bases of assets and liabilities are allocated among continued operations and items charged or credited directly to equity. | ||||||||||||||
Earnings (Loss) Per Unit | ' | |||||||||||||
Earnings (Loss) Per Unit | ||||||||||||||
The Partnership's outstanding phantom units are considered to be participating securities and the Class B units are considered to be a separate class of common units that do not participate in cash distributions. Therefore, basic and diluted earnings per common unit are calculated pursuant to the two-class method described in GAAP for earnings per share. In accordance with the two-class method, basic earnings per common unit is calculated by dividing net income attributable to the Partnership's unitholders, after deducting amounts that are allocable to participating securities or separate class of common units, the outstanding phantom units and Class B units, by the weighted average number of common units outstanding during the period. The amount allocable to the phantom units and Class B units is generally calculated as if all of the net income attributable to the Partnership's unitholders were distributed and not on the basis of actual cash distributions for the period. Therefore, no earnings are allocable to Class B units as they do not participate in cash distributions. During periods in which a net loss attributable to the Partnership is reported or periods in which the total distributions exceed the reported net income attributable to the Partnership's unitholders, the amount allocable to the phantom units and Class B units is based on actual distributions to the phantom units and Class B unitholders. Diluted earnings per unit is calculated by dividing net income attributable to the Partnership's unitholders, after deducting amounts allocable to the outstanding phantom units and Class B units, by the weighted average number of potential common units outstanding during the period. Potential common units are excluded from the calculation of diluted earnings per unit during periods in which net income attributable to the Partnership's unitholders, after deducting amounts that are allocable to the outstanding phantom units and Class B units, is a loss as the impact would be anti-dilutive. | ||||||||||||||
Business Combinations | ' | |||||||||||||
Business Combinations | ||||||||||||||
Transactions in which the Partnership acquires control of a business are accounted for under the acquisition method. The identifiable assets, liabilities and any non-controlling interests are recorded at the estimated fair market values as of the acquisition date. The purchase price in excess of the fair value acquired is recorded as goodwill. | ||||||||||||||
Accounting for Changes in Ownership Interests in Subsidiaries | ' | |||||||||||||
Accounting for Changes in Ownership Interests in Subsidiaries | ||||||||||||||
The Partnership's ownership interest in a consolidated subsidiary may change if it sells a portion of its interest or acquires additional interest or if the subsidiary issues or repurchases its own shares. If the transaction does not result in a change in control over the subsidiary, the transaction is accounted for as an equity transaction. If a sale results in a change in control, it would result in the deconsolidation of a subsidiary with a gain or loss recognized in the Consolidated Statements of Operations. If the purchase of additional interest occurs which changes the acquirer's ownership interest from non-controlling to controlling, the acquirer's preexisting interest in the acquiree is remeasured to its fair value, with a resulting gain or loss recorded in earnings upon consummation of the business combination. Once an entity has control of a subsidiary, its acquisitions of some or all of the noncontrolling interests in that subsidiary are accounted for as equity transactions and are not considered to be a business combination. See Note 3 for a description of the transaction that resulted in a change in the Partnership's ownership interest in a subsidiary and the impact of these transactions to the financial statements. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Schedule of the carrying value and related fair value of financial instruments that are not recorded in the financial statements at fair value | ' | |||||||||||||
The following table shows the carrying value and related fair value of financial instruments that are not recorded in the financial statements at fair value as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,023,071 | $ | 3,079,460 | $ | 2,523,051 | $ | 2,763,080 | ||||||
SMR Liability | 89,592 | 120,922 | 91,851 | 130,736 |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Variable Interest Entities | ' | |||||||||||||||||||
Schedule of misstatement impact on consolidated balance sheet | ' | |||||||||||||||||||
The impact of the misstatement is shown in the tables below (in thousands). | ||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||
Balance Sheet | As previously | As restated | ||||||||||||||||||
reported | ||||||||||||||||||||
Cash and cash equivalents | $ | 347,899 | $ | 345,756 | ||||||||||||||||
Receivables, net | 198,769 | 197,977 | ||||||||||||||||||
Other current assets | 35,053 | 34,871 | ||||||||||||||||||
Total current assets | 656,639 | 653,522 | ||||||||||||||||||
Property, plant and equipment | 5,700,176 | 5,542,316 | ||||||||||||||||||
Less: accumulated depreciation | (624,548 | ) | (602,698 | ) | ||||||||||||||||
Total property, plant and equipment, net | 5,075,628 | 4,939,618 | ||||||||||||||||||
Investment in unconsolidated affiliates | 31,179 | 63,054 | ||||||||||||||||||
Other long-term assets | 2,242 | 2,140 | ||||||||||||||||||
Total assets | 6,835,716 | 6,728,362 | ||||||||||||||||||
Accounts payable | 320,645 | 320,627 | ||||||||||||||||||
Accrued liabilities | 391,352 | 390,178 | ||||||||||||||||||
Total current liabilities | 739,226 | 738,034 | ||||||||||||||||||
Deferred income taxes | 191,318 | 189,428 | ||||||||||||||||||
Other long-term liabilities | 134,340 | 134,261 | ||||||||||||||||||
Common units | 2,134,714 | 2,097,404 | ||||||||||||||||||
Non-controlling interest in consolidated subsidiaries | 328,346 | 261,463 | ||||||||||||||||||
Total equity | 3,215,591 | 3,111,398 | ||||||||||||||||||
Total liabilities and equity | 6,835,716 | 6,728,362 | ||||||||||||||||||
Schedule of misstatement impact on consolidated statement of operations | ' | |||||||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||||||
2012 | 2011 | |||||||||||||||||||
Statement of Operations | As previously | As restated | As previously | As restated | ||||||||||||||||
reported | reported | |||||||||||||||||||
Revenue | $ | 1,395,231 | $ | 1,383,279 | $ | 1,534,434 | $ | 1,522,592 | ||||||||||||
Total revenue | 1,451,766 | 1,439,814 | 1,505,399 | 1,493,557 | ||||||||||||||||
Facility expenses | 208,385 | 206,861 | 173,598 | 171,497 | ||||||||||||||||
Selling, general and administrative expenses | 94,116 | 93,444 | 81,229 | 80,441 | ||||||||||||||||
Depreciation | 189,549 | 183,250 | 149,954 | 143,704 | ||||||||||||||||
Accretion of asset retirement obligations | 677 | 672 | 1,190 | 1,185 | ||||||||||||||||
Total operating expenses | 1,070,038 | 1,061,538 | 1,187,235 | 1,178,091 | ||||||||||||||||
Income from operations | 381,728 | 378,276 | 318,164 | 315,466 | ||||||||||||||||
Earnings from unconsolidated affiliates | 699 | 2,328 | (1,095 | ) | 158 | |||||||||||||||
Income before provision for income tax | 257,116 | 255,293 | 119,894 | 118,449 | ||||||||||||||||
Net income | 218,788 | 216,965 | 106,245 | 104,800 | ||||||||||||||||
Net loss (income) attributable to non-controlling interest | 1,614 | 3,437 | (45,550 | ) | (44,105 | ) | ||||||||||||||
Schedule of misstatement impact on consolidated statement of cash flows | ' | |||||||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||||||
2012 | 2011 | |||||||||||||||||||
Statement of Cash Flows | As previously | As restated | As previously | As restated | ||||||||||||||||
reported | reported | |||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 218,788 | $ | 216,965 | $ | 106,245 | $ | 104,800 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
Depreciation | 189,549 | 183,250 | 149,954 | 143,704 | ||||||||||||||||
Accretion of asset retirement obligations | 677 | 672 | 1,190 | 1,185 | ||||||||||||||||
Equity in (earnings) loss of unconsolidated affiliates | (699 | ) | (2,328 | ) | 1,095 | (158 | ) | |||||||||||||
Distributions from unconsolidated affiliates | 2,600 | 8,416 | 300 | 4,382 | ||||||||||||||||
Receivables | 32,588 | 31,993 | (45,463 | ) | (45,107 | ) | ||||||||||||||
Other current assets | (23,115 | ) | (23,285 | ) | (3,728 | ) | (3,557 | ) | ||||||||||||
Accounts payable and accrued liabilities | 28,412 | 28,417 | 54,745 | 54,795 | ||||||||||||||||
Other long-term assets | (647 | ) | (647 | ) | (307 | ) | (308 | ) | ||||||||||||
Net cash provided by operating activities | 496,713 | 492,013 | 414,698 | 410,403 | ||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | (1,951,427 | ) | (1,950,324 | ) | (551,281 | ) | (550,839 | ) | ||||||||||||
Investment in unconsolidated affiliates | (5,227 | ) | (6,066 | ) | — | — | ||||||||||||||
Net cash flows used in investing activities | (2,472,352 | ) | (2,472,088 | ) | (776,553 | ) | (776,111 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Contributions from non-controlling interest | 265,620 | 264,781 | 126,392 | 126,392 | ||||||||||||||||
Payment of distributions to non-controlling interest | (5,887 | ) | (71 | ) | (66,887 | ) | (62,805 | ) | ||||||||||||
Net cash flows provided by financing activities | 2,206,522 | 2,211,499 | 411,421 | 415,503 | ||||||||||||||||
Net increase in cash and cash equivalents | 230,883 | 231,424 | 49,566 | 49,795 | ||||||||||||||||
Cash and cash equivalents at beginning of year | 117,016 | 114,332 | 67,450 | 64,537 | ||||||||||||||||
Cash and cash equivalents at end of period | 347,899 | 345,756 | 117,016 | 114,332 | ||||||||||||||||
Schedule of misstatement impact on consolidated statement of changes in equity | ' | |||||||||||||||||||
Common Units | Non-controlling Interest | Total Equity | ||||||||||||||||||
Statement of Changes in Equity | As previously | As restated | As previously | As restated | As previously | As restated | ||||||||||||||
reported | reported | reported | ||||||||||||||||||
31-Dec-10 | $ | 993,049 | $ | 957,452 | $ | 465,517 | $ | 392,842 | $ | 1,458,566 | $ | 1,350,294 | ||||||||
Distributions paid | (218,398 | ) | (218,398 | ) | (66,887 | ) | (62,805 | ) | (285,285 | ) | (281,203 | ) | ||||||||
Deferred income tax impact from changes in equity. | (62,227 | ) | (63,417 | ) | — | — | (62,227 | ) | (63,417 | ) | ||||||||||
Net income | 60,695 | 60,695 | 45,550 | 44,105 | 106,245 | 104,800 | ||||||||||||||
31-Dec-11 | 679,309 | 642,522 | 70,227 | 189 | 1,502,067 | 1,395,242 | ||||||||||||||
Distributions paid | (339,967 | ) | (339,967 | ) | (5,887 | ) | (71 | ) | (345,854 | ) | (340,038 | ) | ||||||||
Contributions from non-controlling interest | — | — | 265,620 | 264,782 | 265,620 | 264,782 | ||||||||||||||
Deferred income tax impact from changes in equity. | (66,566 | ) | (67,089 | ) | — | — | (66,566 | ) | (67,089 | ) | ||||||||||
Net income | 220,402 | 220,402 | (1,614 | ) | (3,437 | ) | 218,788 | 216,965 | ||||||||||||
31-Dec-12 | 2,134,714 | 2,097,404 | 328,346 | 261,463 | 3,215,591 | 3,111,398 | ||||||||||||||
Net income (loss) attributable to the Partnership and transfers to the non-controlling interest | ' | |||||||||||||||||||
The following table summarizes the effect of the change of ownership interest of MarkWest Liberty Midstream on the equity attributable to the Partnership's common units for the year ended December 31, 2011 (in thousands): | ||||||||||||||||||||
Net income attributable to the Partnership's unitholders | $ | 60,695 | ||||||||||||||||||
Transfers to the non-controlling interests: | ||||||||||||||||||||
Decrease in common unit equity for 2011 acquisition of equity interest in MarkWest Liberty Midstream, net of $51,321 income tax benefit | (1,194,865 | ) | ||||||||||||||||||
Decrease in common unit equity for transaction costs related to 2011 acquisition of equity interest in MarkWest Liberty Midstream | (3,600 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Net (loss) income attributable to the Partnership and transfers to the non-controlling interest | $ | (1,137,770 | ) | |||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Business Combinations | ' | ||||||||||
Schedule of acquired intangible assets | ' | ||||||||||
Acquisition | Segment | Intangible Assets Acquired | Useful Life | Amortization | |||||||
Method | |||||||||||
Buffalo Creek | Southwest | Identifiable customer contract with Chesapeake | 20 years | Straight-line | |||||||
Keystone | Marcellus | Identifiable customer contract with Rex and Sumitomo | 19 years | Straight-line | |||||||
Langley | Northeast | Identifiable customer contract | 12 years | Straight-line | |||||||
Summary of preliminary purchase price allocation | ' | ||||||||||
The following table summarizes the purchase price allocation for the three acquisitions (in thousands): | |||||||||||
Buffalo Creek | Keystone | Langley | |||||||||
Assets: | |||||||||||
Cash | $ | — | $ | 2,837 | $ | — | |||||
Accounts receivable | — | 1,756 | — | ||||||||
Inventory | — | 86 | 1,806 | ||||||||
Property, plant and equipment | 144,115 | 136,593 | 136,525 | ||||||||
Goodwill | 2,682 | 74,256 | 58,497 | ||||||||
Intangible asset | 84,500 | 304,708 | 33,900 | ||||||||
Liabilities: | |||||||||||
Accounts payable | (6,087 | ) | (12,117 | ) | — | ||||||
Other short-term liabilities | — | (175 | ) | — | |||||||
Other long-term liabilities | — | (632 | ) | — | |||||||
| | | | | | | | | | | |
Total | $ | 225,210 | $ | 507,312 | $ | 230,728 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
SMR_Transaction_Tables
SMR Transaction (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
SMR Transaction | ' | |||||||
Schedule of assets and liabilities of SMR transaction included in accompanying consolidated balance sheets | ' | |||||||
As of December 31, 2013 and 2012, the following amounts related to the SMR are included in the accompanying Consolidated Balance Sheets (in thousands): | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
Property, plant and equipment, net of accumulated depreciation of $20,195 and $14,926, respectively | $ | 85,169 | $ | 90,437 | ||||
LIABILITIES | ||||||||
Accrued liabilities | $ | 2,479 | $ | 2,259 | ||||
Other long-term liabilities | 87,113 | 89,592 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||||||
Schedule of notional amounts of derivative contracts | ' | |||||||||||||||||||
As of December 31, 2013, the Partnership had the following outstanding commodity contracts that were executed to manage the cash flow risk associated with future sales of NGLs or future purchases of natural gas. | ||||||||||||||||||||
Derivative contracts not designated as hedging instruments | Financial | Notional | ||||||||||||||||||
Position | Quantity (net) | |||||||||||||||||||
Crude Oil (bbl) | Short | 1,323,905 | ||||||||||||||||||
Natural Gas (MMBtu) | Long | 3,187,606 | ||||||||||||||||||
NGLs (gal) | Short | 125,470,405 | ||||||||||||||||||
Schedule reconciling liability recorded for an embedded derivative | ' | |||||||||||||||||||
See the following table for a reconciliation of the liability recorded for the embedded derivative as of December 31, 2013 (in thousands): | ||||||||||||||||||||
Fair value of commodity contract | $ | 91,815 | ||||||||||||||||||
Inception value for period from April 1, 2015 to December 31, 2022. | (53,507 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Derivative liability as of December 31, 2013 | $ | 38,308 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Schedule of derivative contracts not designated as hedging instruments and their balance sheet location | ' | |||||||||||||||||||
The impact of the Partnership's derivative instruments on its Consolidated Balance Sheets is summarized below (in thousands): | ||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||
Derivative contracts not designated as | Fair Value at | Fair Value at | Fair Value at | Fair Value at | ||||||||||||||||
hedging instruments and | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
their balance sheet location | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Commodity contracts(1) | ||||||||||||||||||||
Fair value of derivative instruments—current | $ | 11,457 | $ | 19,504 | $ | (28,838 | ) | $ | (27,229 | ) | ||||||||||
Fair value of derivative instruments—long-term | 505 | 10,878 | (27,763 | ) | (32,190 | ) | ||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 11,962 | $ | 30,382 | $ | (56,601 | ) | $ | (59,419 | ) | ||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
-1 | ||||||||||||||||||||
Includes Embedded Derivatives in Commodity Contracts as discussed above. | ||||||||||||||||||||
The impact of the Partnership's derivative instruments on its Consolidated Statements of Operations is summarized below (in thousands): | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
Derivative contracts not designated as hedging instruments and the location of | 2013 | 2012 | 2011 | |||||||||||||||||
gain or (loss) recognized in income | ||||||||||||||||||||
Revenue: Derivative (loss) gain | ||||||||||||||||||||
Realized loss | $ | (3,534 | ) | $ | (6,508 | ) | $ | (48,093 | ) | |||||||||||
Unrealized (loss) gain | (21,104 | ) | 63,043 | 19,058 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue: derivative (loss) gain | (24,638 | ) | 56,535 | (29,035 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative gain (loss) related to purchased product costs | ||||||||||||||||||||
Realized loss | (6,634 | ) | (26,493 | ) | (27,711 | ) | ||||||||||||||
Unrealized gain (loss) | 8,371 | 40,455 | (25,249 | ) | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total derivative gain (loss) related to purchase product costs | 1,737 | 13,962 | (52,960 | ) | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative (loss) gain related to facility expenses | ||||||||||||||||||||
Unrealized (loss) gain | (2,869 | ) | (1,371 | ) | 6,480 | |||||||||||||||
| | | | | | | | | | | ||||||||||
Total (loss) gain | $ | (25,770 | ) | $ | 69,126 | $ | (75,515 | ) | ||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Schedule of impact on the balance sheet if Partnership had elected to net derivative positions subject to master netting arrangements | ' | |||||||||||||||||||
The table below summarizes the impact if the Partnership had elected to net its derivative positions that are subject to master netting arrangements (in thousands): | ||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||
As of December 31, 2013 | Gross | Gross | Net Amount | Gross | Gross | Net Amount | ||||||||||||||
Amounts of | Amounts | Amounts of | Amounts | |||||||||||||||||
Assets in the | Not Offset | Liabilities | Not Offset | |||||||||||||||||
Consolidated | in the | in the | in the | |||||||||||||||||
Balance | Consolidated | Consolidated | Consolidated | |||||||||||||||||
Sheet | Balance | Balance | Balance | |||||||||||||||||
Sheet | Sheet | Sheet | ||||||||||||||||||
Current | ||||||||||||||||||||
Commodity contracts | $ | 8,181 | $ | (7,017 | ) | $ | 1,164 | $ | (18,293 | ) | $ | 7,017 | $ | (11,276 | ) | |||||
Embedded derivatives in commodity contracts | 3,276 | — | 3,276 | (10,545 | ) | — | (10,545 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 11,457 | (7,017 | ) | 4,440 | (28,838 | ) | 7,017 | (21,821 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | 505 | — | 505 | — | — | — | ||||||||||||||
Embedded derivatives in commodity contracts | — | — | — | (27,763 | ) | — | (27,763 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 505 | — | 505 | (27,763 | ) | — | (27,763 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 11,962 | $ | (7,017 | ) | $ | 4,945 | $ | (56,601 | ) | $ | 7,017 | $ | (49,584 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Assets | Liabilities | |||||||||||||||||||
As of December 31, 2012 | Gross | Gross | Net Amount | Gross | Gross | Net Amount | ||||||||||||||
Amounts of | Amounts | Amounts of | Amounts | |||||||||||||||||
Assets in the | Not Offset | Liabilities | Not Offset | |||||||||||||||||
Consolidated | in the | in the | in the | |||||||||||||||||
Balance | Consolidated | Consolidated | Consolidated | |||||||||||||||||
Sheet | Balance | Balance | Balance | |||||||||||||||||
Sheet | Sheet | Sheet | ||||||||||||||||||
Current | ||||||||||||||||||||
Commodity contracts | $ | 16,438 | $ | (9,541 | ) | $ | 6,897 | $ | (16,679 | ) | $ | 9,541 | $ | (7,138 | ) | |||||
Embedded derivatives in commodity contracts | 3,066 | — | 3,066 | (10,550 | ) | — | (10,550 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 19,504 | (9,541 | ) | 9,963 | (27,229 | ) | 9,541 | (17,688 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | 7,798 | (2,637 | ) | 5,161 | (2,637 | ) | 2,637 | — | ||||||||||||
Embedded derivatives in commodity contracts | 3,080 | — | 3,080 | (29,553 | ) | — | (29,553 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 10,878 | (2,637 | ) | 8,241 | (32,190 | ) | 2,637 | (29,553 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 30,382 | $ | (12,178 | ) | $ | 18,204 | $ | (59,419 | ) | $ | 12,178 | $ | (47,241 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value | ' | ||||||||
Schedule of financial instruments carried at fair value | ' | ||||||||
The following table presents the financial instruments carried at fair value as of December 31, 2013 and 2012 and by the valuation hierarchy (in thousands): | |||||||||
As of December 31, 2013 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 544 | $ | (4,691 | ) | ||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 8,142 | (13,602 | ) | ||||||
Embedded derivatives in commodity contracts | 3,276 | (38,308 | ) | ||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 11,962 | $ | (56,601 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
As of December 31, 2012 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 8,441 | $ | (15,970 | ) | ||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 15,795 | (3,346 | ) | ||||||
Embedded derivatives in commodity contracts | 6,146 | (40,103 | ) | ||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 30,382 | $ | (59,419 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
Schedule of information about significant unobservable inputs used in the valuation of Level 3 instruments | ' | ||||||||
Level 3 Instrument | Balance | Unobservable Inputs | Value Range | Time Period | |||||
Sheet | |||||||||
Classification | |||||||||
Commodity contracts | Assets | Forward propane prices (per gallon)(1) | $1.07 - $1.26 | Jan. 2014 - Dec. 2014 | |||||
Forward isobutane prices (per gallon)(1) | $1.32 - $1.40 | Jan. 2014 - Dec. 2014 | |||||||
Forward normal butane prices (per gallon)(1) | $1.26 - $1.36 | Jan. 2014 - Dec. 2014 | |||||||
Forward natural gasoline prices (per gallon)(1) | $2.02 - $2.13 | Jan. 2014 - Dec. 2014 | |||||||
Crude option volatilities (%) | 10.43% - 19.76% | Jan. 2014 - Dec. 2014 | |||||||
Liabilities | Forward propane prices (per gallon)(1) | $1.07 - $1.26 | Jan. 2014 - Dec. 2014 | ||||||
Forward isobutane prices (per gallon)(1) | $1.32 - $1.40 | Jan. 2014 - Dec. 2014 | |||||||
Forward normal butane prices (per gallon)(1) | $1.26 - $1.36 | Jan. 2014 - Dec. 2014 | |||||||
Forward natural gasoline prices (per gallon)(1) | $2.02 - $2.13 | Jan. 2014 - Dec. 2014 | |||||||
Crude option volatilities (%) | 8.92% - 21.29% | Jan. 2014 - Jul. 2014 | |||||||
Embedded derivatives in commodity contracts | Asset | ERCOT Pricing (per Megawatt Hour)(2) | $33.98 - $62.96 | Jan. 2014 - Dec. 2014 | |||||
Liability | Forward propane prices (per gallon)(1) | $0.91 - $1.26 | Jan. 2014 - Dec. 2022 | ||||||
Forward isobutane prices (per gallon)(1) | $1.27 - $1.40 | Jan. 2014 - Dec. 2022 | |||||||
Forward normal butane prices (per gallon)(1) | $1.19 - $1.36 | Jan. 2014 - Dec. 2022 | |||||||
Forward natural gasoline prices (per gallon)(1) | $1.82 - $2.13 | Jan. 2014 - Dec. 2022 | |||||||
Forward natural gas prices (per MMBtu)(3) | $3.50 - $4.59 | Jan. 2014 - Dec. 2022 | |||||||
Probability of renewal(4) | 0% | ||||||||
-1 | |||||||||
NGL prices decrease over the respective periods. | |||||||||
-2 | |||||||||
The forward ERCOT prices utilized in the valuations are generally flat at the low end of the range with a seasonal spike in pricing in the summer months. | |||||||||
-3 | |||||||||
Natural gas prices used in the valuations are generally at the lower end of the range in the early years and increase over time. | |||||||||
-4 | |||||||||
The producer counterparty to the embedded derivative has the option to renew the gas purchase agreement and the related keep-whole processing agreement for two successive five-year terms after 2022. The embedded gas purchase agreement cannot be renewed without the renewal of the related keep-whole processing agreement. Due to the significant number of years until the renewal options are exercisable and the high level of uncertainty regarding the counterparty's future business strategy, the future commodity price environment, and the future competitive environment for midstream services in the Appalachia area, management determined that a 0% probability of renewal is an appropriate assumption. | |||||||||
Schedule of changes in Level 3 fair value measurements | ' | ||||||||
The tables below include a roll forward of the balance sheet amounts for the years ended December 31, 2013 and 2012 (including the change in fair value) for assets and liabilities classified by the Partnership within Level 3 of the valuation hierarchy (in thousands): | |||||||||
Year Ended December 31, 2013 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | 12,449 | $ | (33,957 | ) | ||||
Total loss (realized and unrealized) included in earnings(1) | (19,157 | ) | (10,336 | ) | |||||
Settlements | 1,248 | 9,261 | |||||||
| | | | | | | | ||
Fair value at end of period | $ | (5,460 | ) | $ | (35,032 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | $ | (13,040 | ) | $ | (8,559 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
Year Ended December 31, 2012 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | (2,965 | ) | $ | (53,904 | ) | |||
Total gain (realized and unrealized) included in earnings(1) | 17,153 | 9,199 | |||||||
Settlements | (1,739 | ) | 10,748 | ||||||
| | | | | | | | ||
Fair value at end of period | $ | 12,449 | $ | (33,957 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
The amount of total gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | $ | 8,213 | $ | 8,175 | |||||
| | | | | | | | ||
| | | | | | | | ||
-1 | |||||||||
Gains and losses on Commodity Derivative Contracts classified as Level 3 are recorded in Derivative (loss) gain—revenue in the accompanying Consolidated Statements of Operations. Gains and losses on Embedded Derivatives in Commodity Contracts are recorded in Purchased product costs, Derivative (gain) loss related to purchased product costs and Derivative loss (gain) related to facility expenses. | |||||||||
Receivables_Tables
Receivables (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables | ' | |||||||
Summary of receivables | ' | |||||||
Receivables consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Trade, net | $ | 266,560 | $ | 187,445 | ||||
Receivables from unconsolidated affiliates | 17,363 | — | ||||||
Other | 15,184 | 10,532 | ||||||
| | | | | | | | |
Total receivables | $ | 299,107 | $ | 197,977 | ||||
| | | | | | | | |
| | | | | | | | |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Schedule of components of inventory | ' | |||||||
Inventories consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
NGLs | $ | 21,131 | $ | 11,502 | ||||
Line fill | 7,960 | 3,261 | ||||||
Spare parts, materials and supplies | 12,272 | 9,870 | ||||||
| | | | | | | | |
Total inventories | $ | 41,363 | $ | 24,633 | ||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment | ' | |||||||
Summary of property, plant and equipment | ' | |||||||
Property, plant and equipment consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 4,290,918 | $ | 2,712,572 | ||||
Processing plants | 1,879,184 | 894,282 | ||||||
Fractionation and storage facilities | 220,344 | 207,169 | ||||||
Crude oil pipelines | 16,730 | 16,730 | ||||||
Land, building, office equipment and other | 710,737 | 376,014 | ||||||
Construction in progress | 1,465,854 | 1,335,549 | ||||||
| | | | | | | | |
Property, plant and equipment | 8,583,767 | 5,542,316 | ||||||
Less: accumulated depreciation | (890,598 | ) | (602,698 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 7,693,169 | $ | 4,939,618 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||
Schedule of gross amount of goodwill acquired and the cumulative impairment loss recognized | ' | ||||||||||||||||||||||
The table below shows the gross amount of goodwill acquired and the cumulative impairment loss recognized as of December 31, 2013 (in thousands). | |||||||||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||||||||
Gross goodwill as of December 31, 2011 | $ | — | $ | 62,445 | $ | 34,178 | $ | 96,623 | |||||||||||||||
Acquisition(1) | 74,256 | — | — | 74,256 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2012 | 74,256 | 62,445 | 34,178 | 170,879 | |||||||||||||||||||
Acquisition(2) | — | — | 2,682 | 2,682 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2013 | 74,256 | 62,445 | 36,860 | 173,561 | |||||||||||||||||||
Cumulative impairment(3) | — | — | (28,705 | ) | (28,705 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2013 | $ | 74,256 | $ | 62,445 | $ | 8,155 | $ | 144,856 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
-1 | |||||||||||||||||||||||
Represents goodwill associated with the Keystone Acquisition (see Note 4). | |||||||||||||||||||||||
-2 | |||||||||||||||||||||||
Represents goodwill associated with the Buffalo Creek Acquisition (see Note 4). | |||||||||||||||||||||||
-3 | |||||||||||||||||||||||
All impairments recorded in the fourth quarter of 2008. | |||||||||||||||||||||||
Schedule of intangible assets | ' | ||||||||||||||||||||||
The Partnership's intangible assets as of December 31, 2013 and 2012 are comprised of customer contracts and relationships, as follows (in thousands): | |||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||
Description | Gross | Accumulated | Net | Gross | Accumulated | Net | Useful Life | ||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||
Marcellus | $ | 304,708 | $ | (26,382 | ) | $ | 278,326 | $ | 304,708 | $ | (9,380 | ) | $ | 295,328 | 19 yrs. | ||||||||
Northeast | 102,473 | (48,402 | ) | 54,071 | 102,473 | (38,719 | ) | 63,754 | 12 yrs. | ||||||||||||||
Southwest | 753,343 | (210,948 | ) | 542,395 | 669,390 | (173,317 | ) | 496,073 | 10 - 25 yrs. | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,160,524 | $ | (285,732 | ) | $ | 874,792 | $ | 1,076,571 | $ | (221,416 | ) | $ | 855,155 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Schedule of estimated future amortization expense related to the intangible assets | ' | ||||||||||||||||||||||
Estimated future amortization expense related to the intangible assets at December 31, 2013 is as follows (in thousands): | |||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||
2014 | $ | 63,908 | |||||||||||||||||||||
2015 | 63,908 | ||||||||||||||||||||||
2016 | 63,908 | ||||||||||||||||||||||
2017 | 63,908 | ||||||||||||||||||||||
2018 | 63,908 | ||||||||||||||||||||||
Thereafter | 555,252 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
$ | 874,792 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
| | | | | |||||||||||||||||||
Accrued_Liabilities_and_Other_1
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Liabilities and Other Long-Term Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities as of December 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Accrued property, plant and equipment | $ | 324,641 | $ | 276,402 | ||||
Interest | 52,683 | 38,647 | ||||||
Product and operations | 24,505 | 33,501 | ||||||
Taxes (other than income tax) | 11,528 | 10,168 | ||||||
Employee compensation | 11,377 | 15,356 | ||||||
Other | 13,113 | 16,104 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 437,847 | $ | 390,178 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of other long-term liabilities | ' | |||||||
Other long-term liabilities as of December 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
SMR Liability (see Note 6) | $ | 87,113 | $ | 89,592 | ||||
Deferred revenue | 55,621 | 33,139 | ||||||
Asset retirement obligation (See Note 15) | 9,996 | 8,469 | ||||||
Other | 3,770 | 3,061 | ||||||
| | | | | | | | |
Total other long-term liabilities | $ | 156,500 | $ | 134,261 | ||||
| | | | | | | | |
| | | | | | | | |
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Asset Retirement Obligations | ' | |||||||
Schedule of reconciliation of the changes in the asset retirement obligation | ' | |||||||
The following is a reconciliation of the changes in the asset retirement obligation from January 1, 2012 to December 31, 2013 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Beginning asset retirement obligation | $ | 8,469 | $ | 6,745 | ||||
Liabilities incurred | 799 | 1,052 | ||||||
Disposals | (96 | ) | — | |||||
Accretion expense | 824 | 672 | ||||||
| | | | | | | | |
Ending asset retirement obligation | $ | 9,996 | $ | 8,469 | ||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt | ' | |||||||
Debt is summarized below (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Credit Facility | ||||||||
Revolving credit facility, variable interest, due September 2017(1) | $ | — | $ | — | ||||
Senior Notes | ||||||||
2018 Senior Notes, 8.75% interest, net of discount of $0 and $109, respectively, issued April and May 2008 and repaid in February 2013 | — | 81,003 | ||||||
2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | 500,000 | 500,000 | ||||||
2021 Senior Notes, 6.5% interest, net of discount of $474 and $826, respectively, issued February and March 2011 and due August 2021 | 324,526 | 499,174 | ||||||
2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 455,000 | 700,000 | ||||||
2023A Senior Notes, 5.5% interest, net of discount of $6,455 and $7,126, respectively, issued August 2012 and due February 2023 | 743,545 | 742,874 | ||||||
2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 1,000,000 | — | ||||||
| | | | | | | | |
Total long-term debt | $ | 3,023,071 | $ | 2,523,051 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | ||||||||
Applicable interest rate was 4.75% at December 31, 2013. | ||||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Equity | ' | |||||||||
Schedule of distributions | ' | |||||||||
Quarter Ended | Distribution Per | Declaration Date | Record Date | Payment Date | ||||||
Common Unit | ||||||||||
31-Dec-13 | $ | 0.86 | 22-Jan-14 | 6-Feb-14 | 14-Feb-14 | |||||
30-Sep-13 | $ | 0.85 | 23-Oct-13 | 7-Nov-13 | 14-Nov-13 | |||||
30-Jun-13 | $ | 0.84 | 24-Jul-13 | 6-Aug-16 | 14-Aug-13 | |||||
31-Mar-13 | $ | 0.83 | 25-Apr-13 | 7-May-13 | 15-May-13 | |||||
31-Dec-12 | $ | 0.82 | 23-Jan-13 | 6-Feb-13 | 14-Feb-13 | |||||
30-Sep-12 | $ | 0.81 | 25-Oct-12 | 7-Nov-12 | 14-Nov-12 | |||||
30-Jun-12 | $ | 0.8 | 26-Jul-12 | 6-Aug-12 | 14-Aug-12 | |||||
31-Mar-12 | $ | 0.79 | 26-Apr-12 | 7-May-12 | 15-May-12 | |||||
31-Dec-11 | $ | 0.76 | 26-Jan-12 | 6-Feb-12 | 14-Feb-12 | |||||
30-Sep-11 | $ | 0.73 | 18-Oct-11 | 7-Nov-11 | 14-Nov-11 | |||||
30-Jun-11 | $ | 0.7 | 21-Jul-11 | 1-Aug-11 | 12-Aug-11 | |||||
31-Mar-11 | $ | 0.67 | 21-Apr-11 | 2-May-11 | 13-May-11 | |||||
Schedule of public equity offerings | ' | |||||||||
The public equity offerings completed during the years ended December 31, 2013, 2012 and 2011 were as follows (in millions): | ||||||||||
Closing date of offering | Common | Net | ||||||||
units(1) | proceeds(2) | |||||||||
January 14, 2011 | 3.5 | $ | 138 | |||||||
July 13, 2011 | 4 | $ | 185 | |||||||
October 13, 2011 | 5.8 | $ | 251 | |||||||
December 19, 2011 | 10 | $ | 521 | |||||||
January 13, 2012 | 0.7 | $ | 38 | |||||||
March 16, 2012 | 6.8 | $ | 388 | |||||||
May 14, 2012(3) | 8 | $ | 427 | |||||||
August 17, 2012 | 6.9 | $ | 338 | |||||||
November 19, 2012 | 9.8 | $ | 437 | |||||||
November 2012 ATM(4) | 9.4 | $ | 590 | |||||||
August 2013 ATM(5) | 5.9 | $ | 396 | |||||||
September 2013 ATM(6) | 10.9 | $ | 718 | |||||||
-1 | ||||||||||
Includes the full exercise of the underwriters' overallotment option unless otherwise noted. | ||||||||||
-2 | ||||||||||
Net proceeds from equity offerings were used to repay borrowings under the Credit Facility, to fund acquisitions and capital expenditures and to provide working capital for general partnership purposes. | ||||||||||
-3 | ||||||||||
The underwriters' did not exercise their over-allotment option for this offering. | ||||||||||
-4 | ||||||||||
Commencing in November 2012, the Partnership implemented the November 2012 ATM with a financial institution (the "Manager") which allows the Partnership from time to time, through the Manager as its sales agent, to offer and sell common units representing limited partner interests in the Partnership having an aggregate offering price of up to $600.0 million. Sales of such common units are made by means of ordinary brokers' transactions on the NYSE at market prices, in block transactions or as otherwise agreed upon by the Manager and the Partnership. The Partnership may also sell common units to the Manager as principal for its own account at a price to be agreed upon at the time of the sale. For any such sales, the Partnership will enter into a separate agreement with the Manager. Common units sold in 2013 totaled 9.3 million raising $584 million. Common units sold in 2012 totaled 0.1 million raising $6 million. | ||||||||||
-5 | ||||||||||
In August 2013, we entered into an Equity Distribution Agreement with the Manager that established the $400.0 million August 2013 ATM. | ||||||||||
-6 | ||||||||||
In September 2013, we entered into the September 2013 ATM with the Manager that established a $1.0 billion ATM program. | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of minimum future payments under the non-cancellable operating lease agreements and long-term propane storage agreement | ' | ||||
The minimum future payments under these agreements as of December 31, 2013 are as follows (in thousands): | |||||
Year ending December 31, | |||||
2014 | $ | 20,557 | |||
2015 | 17,014 | ||||
2016 | 15,144 | ||||
2017 | 14,534 | ||||
2018 | 11,405 | ||||
2019 and thereafter | 62,552 | ||||
| | | | | |
$ | 141,206 | ||||
| | | | | |
| | | | | |
Schedule of minimum amounts payable annually under the product supply agreement | ' | ||||
The minimum amounts payable annually under the product supply agreement, excluding the potential impact of inflation adjustments per the agreement, are as follows (in thousands): | |||||
Year ending December 31, | |||||
2014 | $ | 17,412 | |||
2015 | 17,412 | ||||
2016 | 17,412 | ||||
2017 | 17,412 | ||||
2018 | 17,412 | ||||
2019 and thereafter | 195,205 | ||||
| | | | | |
Total minimum payments | 282,265 | ||||
Less: Services element | (107,974 | ) | |||
Less: Interest | (84,699 | ) | |||
| | | | | |
Total SMR liability | 89,592 | ||||
Less: Current portion of SMR Liability | (2,479 | ) | |||
| | | | | |
Long-term portion of SMR Liability | $ | 87,113 | |||
| | | | | |
| | | | | |
Lease_Operations_Tables
Lease Operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Lease Operations | ' | |||||||
Schedule of minimum future rentals on non-cancellable operating leases | ' | |||||||
The following is a schedule of minimum future rentals on the non-cancellable operating leases as of December 31, 2013 (in thousands): | ||||||||
Year ending December 31, | ||||||||
2014 | $ | 111,739 | ||||||
2015 | 110,025 | |||||||
2016 | 110,445 | |||||||
2017 | 110,445 | |||||||
2018 | 110,445 | |||||||
2019 and thereafter | 504,779 | |||||||
| | | | | ||||
Total minimum future rentals | $ | 1,057,878 | ||||||
| | | | | ||||
| | | | | ||||
Schedule of Partnership investment in assets held for operating lease | ' | |||||||
The following schedule provides an analysis of the Partnership's investment in assets held for operating lease by major classes as of December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 755,136 | $ | 737,500 | ||||
Natural gas processing facilities | 374,312 | 123,076 | ||||||
Construction in progress | 119,006 | 203,863 | ||||||
| | | | | | | | |
Property, plant and equipment | 1,248,454 | 1,064,439 | ||||||
Less: accumulated depreciation | (130,041 | ) | (78,343 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 1,118,413 | $ | 986,096 | ||||
| | | | | | | | |
| | | | | | | | |
Incentive_Compensation_Plans_T
Incentive Compensation Plans (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Incentive Compensation Plans | ' | ||||||||||
Summary of share-based compensation plans | ' | ||||||||||
Share-based compensation plan | Award | Further awards | Awards | Final Year | |||||||
Classification | authorized for | outstanding | of Activity | ||||||||
issuance under | under the | ||||||||||
plan as of | plan as of | ||||||||||
December 31, | December 31, | ||||||||||
2013 | 2013 | ||||||||||
2008 Long-Term Incentive Plan ("2008 LTIP") | Equity | Yes | Yes | N/A | |||||||
Long-Term Incentive Plan ("2002 LTIP") | Liability | No | No | 2011 | |||||||
Schedule of compensation expense recorded for share-based pay arrangements | ' | ||||||||||
Total compensation expense recorded for share-based pay arrangements was as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Phantom units | $ | 16,282 | $ | 14,615 | $ | 13,479 | |||||
Distribution equivalent rights(1) | 77 | 41 | 446 | ||||||||
| | | | | | | | | | | |
Total compensation expense | $ | 16,359 | $ | 14,656 | $ | 13,925 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
A distribution equivalent right is a right, granted in tandem with a specific phantom unit, to receive an amount in cash equal to and at the same time as, the cash distributions made by the Partnership with respect to a unit during the period such phantom unit is outstanding. Payment of distribution equivalent rights associated with units that are expected to vest are recorded as capital distributions, however, payments associated with units that are not expected to vest are recorded as compensation expense. | |||||||||||
2008 LTIP | ' | ||||||||||
Incentive Compensation Plans | ' | ||||||||||
Phantom unit activity | ' | ||||||||||
Number of | Weighted- | ||||||||||
Units | average | ||||||||||
Grant-date | |||||||||||
Fair Value | |||||||||||
Unvested at December 31, 2012 | 687,576 | $ | 45.79 | ||||||||
Granted | 342,489 | 57.48 | |||||||||
Vested | (260,113 | ) | 38.78 | ||||||||
Forfeited | (12,443 | ) | 53.38 | ||||||||
| | | | | | | | ||||
Unvested at December 31, 2013 | 757,509 | 53.36 | |||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Income Tax | ' | |||||||||||||
Summary of components of the provision for income tax expense (benefit) | ' | |||||||||||||
The components of the provision for income tax expense (benefit) are as follows (in thousands): | ||||||||||||||
Year ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Current income tax (benefit) expense: | ||||||||||||||
Federal | $ | (11,078 | ) | $ | (2,964 | ) | $ | 15,039 | ||||||
State | (130 | ) | 598 | 2,539 | ||||||||||
| | | | | | | | | | | ||||
Total current | (11,208 | ) | (2,366 | ) | 17,578 | |||||||||
| | | | | | | | | | | ||||
Deferred income tax expense (benefit): | ||||||||||||||
Federal | 24,382 | 38,531 | (4,732 | ) | ||||||||||
State | (505 | ) | 2,163 | 803 | ||||||||||
| | | | | | | | | | | ||||
Total deferred | 23,877 | 40,694 | (3,929 | ) | ||||||||||
| | | | | | | | | | | ||||
Provision for income tax | $ | 12,669 | $ | 38,328 | $ | 13,649 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of income tax rate reconciliation | ' | |||||||||||||
A reconciliation of the provision for income tax and the amount computed by applying the federal statutory rate of 35% to the income before income taxes for each of the years ended December 31, 2013, 2012 and 2011 is as follows (in thousands): | ||||||||||||||
Year ended December 31, 2013: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 31,145 | $ | 42,131 | $ | (20,162 | ) | $ | 53,114 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 10,901 | — | — | $ | 10,901 | |||||||||
Permanent items | 40 | — | — | 40 | ||||||||||
State income taxes net of federal benefit | (729 | ) | 39 | — | (690 | ) | ||||||||
Prior period adjustments and tax rate changes | (147 | ) | — | — | (147 | ) | ||||||||
Provision on income from Class A units(1) | 2,617 | — | — | 2,617 | ||||||||||
Other | (52 | ) | — | — | (52 | ) | ||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 12,630 | $ | 39 | $ | — | $ | 12,669 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year ended December 31, 2012: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 74,192 | $ | 178,817 | $ | 2,284 | $ | 255,293 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 25,967 | — | — | $ | 25,967 | |||||||||
Permanent items | 28 | — | — | 28 | ||||||||||
State income taxes net of federal benefit | 688 | 1,689 | — | 2,377 | ||||||||||
Current year change in valuation allowance | (5 | ) | — | — | (5 | ) | ||||||||
Prior period adjustments and tax rate changes | (2,517 | ) | — | — | (2,517 | ) | ||||||||
Provision on income from Class A units(1) | 12,412 | — | — | 12,412 | ||||||||||
Other | 66 | — | — | 66 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 36,639 | $ | 1,689 | $ | — | $ | 38,328 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year ended December 31, 2011: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 3,813 | $ | 122,642 | $ | (8,006 | ) | $ | 118,449 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 1,335 | — | — | $ | 1,335 | |||||||||
Permanent items | 36 | — | — | 36 | ||||||||||
State income taxes net of federal benefit | 102 | 2,742 | — | 2,844 | ||||||||||
Current year change in valuation allowance | (64 | ) | — | — | (64 | ) | ||||||||
Prior period adjustments and tax rate changes | 163 | — | — | 163 | ||||||||||
Provision on income from Class A units(1) | 9,323 | — | — | 9,323 | ||||||||||
Other | 12 | — | — | 12 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 10,907 | $ | 2,742 | $ | — | $ | 13,649 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
The Corporation and the General Partner own Class A units of the Partnership that were received in the merger of the Corporation and the Partnership completed in February 2008. The Class A units share, on a pro-rata basis, in income or loss of the Partnership, except for items attributable to the Partnership's ownership or sale of shares of the Corporation's common stock (as discussed in Note 2). The provision for income tax on income from Class A units includes intra period allocations to continued operations and excludes allocations to equity. | ||||||||||||||
Schedule of deferred tax assets and liabilities resulting from temporary book-tax differences | ' | |||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Accruals and reserves | $ | 221 | $ | 98 | ||||||||||
Derivative instruments | 4,845 | 5,183 | ||||||||||||
Net operating loss carryforward | 18,134 | — | ||||||||||||
Capital loss carryforward | 904 | — | ||||||||||||
State tax credit | 74 | — | ||||||||||||
| | | | | | | | |||||||
Current deferred tax assets | 24,178 | 5,281 | ||||||||||||
Valuation allowance | (978 | ) | — | |||||||||||
| | | | | | | | |||||||
Deferred income taxes | 23,200 | 5,281 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets: | ||||||||||||||
Accruals and reserves | 329 | 113 | ||||||||||||
Derivative instruments | 10,102 | 9,915 | ||||||||||||
Phantom unit compensation | 3,328 | 2,624 | ||||||||||||
Capital loss carryforward | — | 904 | ||||||||||||
Net operating loss carryforward | 9,283 | 1 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets | 23,042 | 13,557 | ||||||||||||
Valuation allowance | — | (904 | ) | |||||||||||
| | | | | | | | |||||||
Net long-term deferred tax assets | 23,042 | 12,653 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities: | ||||||||||||||
Property, plant and equipment and intangibles | (4,755 | ) | (3,861 | ) | ||||||||||
Investment in affiliated groups | (305,853 | ) | (198,220 | ) | ||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities | (310,608 | ) | (202,081 | ) | ||||||||||
| | | | | | | | |||||||
Long-term subtotal | (287,566 | ) | (189,428 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax liability | $ | (264,366 | ) | $ | (184,147 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings_Per_Common_Unit_Table
Earnings Per Common Unit (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings Per Common Unit | ' | ||||||||||
Schedule of earnings per common unit | ' | ||||||||||
The following table shows the computation of basic and diluted net income per common unit, for the years ended December 31, 2013, 2012 and 2011, respectively, and the weighted average units used to compute diluted net income per common unit (in thousands, except per unit data): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net income attributable to the Partnership's unitholders | $ | 38,077 | $ | 220,402 | $ | 60,695 | |||||
Less: Income allocable to phantom units | (2,342 | ) | (2,142 | ) | (1,749 | ) | |||||
| | | | | | | | | | | |
Income available for common unitholders—basic | 35,735 | 218,260 | 58,946 | ||||||||
Add: Income allocable to phantom units and DER expense(1) | 2,419 | 2,183 | — | ||||||||
| | | | | | | | | | | |
Income available for common unitholders—diluted | $ | 38,154 | $ | 220,443 | $ | 58,946 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average common units outstanding—basic | 138,409 | 109,979 | 78,466 | ||||||||
Potential common units (Class B and phantom units)(1) | 22,034 | 20,669 | 153 | ||||||||
| | | | | | | | | | | |
Weighted average common units outstanding—diluted | 160,443 | 130,648 | 78,619 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income attributable to the Partnership's common unitholders per common unit(2)(3) | |||||||||||
Basic | $ | 0.26 | $ | 1.98 | $ | 0.75 | |||||
Diluted | $ | 0.24 | $ | 1.69 | $ | 0.75 | |||||
-1 | |||||||||||
In 2013 and 2012, the use of the if converted method is more dilutive, therefore, income allocable to phantom units and DER expense included in the calculation of diluted earnings per unit and the phantom units are included in the potential common units. | |||||||||||
-2 | |||||||||||
For the year ended December 31, 2011, dilutive instruments include TSR Performance Units and are based on the number of units, if any, which would be issuable at the end of the respective reporting period, assuming that date was the end of the contingency period. See Note 20 for further discussion of TSR Performance Units. | |||||||||||
-3 | |||||||||||
Earnings per Class B units equals zero as Class B unitholders are not entitled to receive distributions and, therefore, no income is allocable to Class B units under the two class method. | |||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
Schedule of operating income and capital expenditures of reportable segments | ' | ||||||||||||||||
The tables below present information about operating income and capital expenditures for the reported segments for the years ended December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
Year ended December 31, 2013: | |||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | |||||||||||||
Segment revenue | $ | 527,073 | $ | 26,442 | $ | 204,326 | $ | 935,426 | $ | 1,693,267 | |||||||
Purchased product costs | (100,262 | ) | — | (65,192 | ) | (525,711 | ) | (691,165 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Net operating margin | 426,811 | 26,442 | 139,134 | 409,715 | 1,002,102 | ||||||||||||
Facility expenses | (108,781 | ) | (35,081 | ) | (28,425 | ) | (127,112 | ) | (299,399 | ) | |||||||
Portion of operating loss (income) attributable to non-controlling interests | — | 3,499 | — | (21 | ) | 3,478 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income (loss) before items not allocated to segments | $ | 318,030 | $ | (5,140 | ) | $ | 110,709 | $ | 282,582 | $ | 706,181 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,613,580 | $ | 1,242,158 | $ | 4,586 | $ | 175,565 | $ | 3,035,889 | |||||||
Capital expenditures not allocated to segments | 11,067 | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 3,046,956 | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012: | |||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | |||||||||||||
Segment revenue | $ | 319,867 | $ | 571 | $ | 225,818 | $ | 842,958 | $ | 1,389,214 | |||||||
Purchased product costs | (74,024 | ) | — | (68,402 | ) | (387,902 | ) | (530,328 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Net operating margin | 245,843 | 571 | 157,416 | 455,056 | 858,886 | ||||||||||||
Facility expenses | (65,825 | ) | (3,968 | ) | (24,106 | ) | (122,691 | ) | (216,590 | ) | |||||||
Portion of operating loss (income) attributable to non-controlling interests | — | 1,359 | — | (176 | ) | 1,183 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income (loss) before items not allocated to segments | $ | 180,018 | $ | (2,038 | ) | $ | 133,310 | $ | 332,189 | $ | 643,479 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,458,323 | $ | 233,018 | $ | 84,542 | $ | 169,440 | $ | 1,945,323 | |||||||
Capital expenditures not allocated to segments | 5,001 | ||||||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 1,950,324 | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011: | |||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||
Segment revenue | $ | 248,949 | $ | 268,884 | $ | 1,018,706 | $ | 1,536,539 | |||||||||
Purchased product costs | (83,847 | ) | (91,612 | ) | (506,911 | ) | (682,370 | ) | |||||||||
| | | | | | | | | | | | | | ||||
Net operating margin | 165,102 | 177,272 | 511,795 | 854,169 | |||||||||||||
Facility expenses | (34,913 | ) | (27,126 | ) | (118,428 | ) | (180,467 | ) | |||||||||
Portion of operating income attributable to non-controlling interests | (63,731 | ) | — | (176 | ) | (63,907 | ) | ||||||||||
| | | | | | | | | | | | | | ||||
Operating income before items not allocated to segments | $ | 66,458 | $ | 150,146 | $ | 393,191 | $ | 609,795 | |||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Capital expenditures | $ | 388,850 | $ | 51,280 | $ | 105,619 | $ | 545,749 | |||||||||
Capital expenditures not allocated to segment | 5,090 | ||||||||||||||||
| | | | | | | | | | | | | | ||||
Total capital expenditures | $ | 550,839 | |||||||||||||||
| | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | ||||
Reconciliation of segment revenue to total revenue and operating income before items not allocated to segments to income before provision for income tax | ' | ||||||||||||||||
The following is a reconciliation of segment revenue to total revenue and operating income before items not allocated to segments to income before provision for income tax for the three years ended December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Total segment revenue | $ | 1,693,267 | $ | 1,389,214 | $ | 1,536,539 | |||||||||||
Derivative (loss) gain not allocated to segments | (24,638 | ) | 56,535 | (29,035 | ) | ||||||||||||
Revenue deferral adjustment and other(1) | (6,182 | ) | (5,935 | ) | (13,947 | ) | |||||||||||
| | | | | | | | | | | |||||||
Total revenue | $ | 1,662,447 | $ | 1,439,814 | $ | 1,493,557 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Operating income before items not allocated to segments | $ | 706,181 | $ | 643,479 | $ | 609,795 | |||||||||||
Portion of operating income attributable to non-controlling interests | (3,478 | ) | (1,183 | ) | 63,907 | ||||||||||||
Derivative (loss) gain not allocated to segments | (25,770 | ) | 69,126 | (75,515 | ) | ||||||||||||
Revenue deferral adjustment and other(1) | (6,182 | ) | (5,935 | ) | (13,947 | ) | |||||||||||
Compensation expense included in facility expenses not allocated to segments | (2,421 | ) | (1,022 | ) | (1,781 | ) | |||||||||||
Facility expenses adjustments(2) | 10,751 | 10,751 | 10,751 | ||||||||||||||
Selling, general and administrative expenses | (101,549 | ) | (93,444 | ) | (80,441 | ) | |||||||||||
Depreciation | (299,884 | ) | (183,250 | ) | (143,704 | ) | |||||||||||
Amortization of intangible assets | (64,644 | ) | (53,320 | ) | (43,617 | ) | |||||||||||
Gain (loss) on disposal of property, plant and equipment | 33,763 | (6,254 | ) | (8,797 | ) | ||||||||||||
Accretion of asset retirement obligations | (824 | ) | (672 | ) | (1,185 | ) | |||||||||||
| | | | | | | | | | | |||||||
Income from operations | 245,943 | 378,276 | 315,466 | ||||||||||||||
Earnings from unconsolidated affiliates | 1,422 | 2,328 | 158 | ||||||||||||||
Interest income | 262 | 419 | 422 | ||||||||||||||
Interest expense | (151,851 | ) | (120,191 | ) | (113,631 | ) | |||||||||||
Amortization of deferred financing costs and discount (a component of interest expense) | (6,726 | ) | (5,601 | ) | (5,114 | ) | |||||||||||
Loss on redemption of debt | (38,455 | ) | — | (78,996 | ) | ||||||||||||
Miscellaneous income, net | 2,519 | 62 | 144 | ||||||||||||||
| | | | | | | | | | | |||||||
Income before provision for income tax | $ | 53,114 | $ | 255,293 | $ | 118,449 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
-1 | |||||||||||||||||
Amount relates to certain contracts in which the cash consideration that the Partnership receives for providing service is greater during the initial years of the contract compared to the later years. In accordance with GAAP, the revenue is recognized evenly over the term of the contract as the Partnership expects to perform a similar level of service for the entire term; therefore, the revenue recognized in the current reporting period is less than the cash received. However, the chief operating decision maker and management evaluate the segment performance based on the cash consideration received and, therefore, the impact of the revenue deferrals is excluded for segment reporting purposes. For the year ended December 31, 2013, approximately $6.4 million and $0.8 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. For the year ended December 31, 2012, approximately $6.6 million and $0.8 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. For the year ended December 31, 2011, approximately $8.2 million and $7.2 million of the revenue deferral adjustment is attributable to the Northeast segment and Southwest segment, respectively. Beginning in 2015, the cash consideration received from these contracts is expected to decline and the reported segment revenue will be less than the revenue recognized for GAAP purposes. Other consists of management revenues from an unconsolidated affiliate of $1.0 million, $1.5 million, and $1.4 million for the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||||||||||
-2 | |||||||||||||||||
Facility expenses adjustments consist of the reallocation of the MarkWest Pioneer field services fee and the reallocation of the interest expense related to the SMR, which is included in facility expenses for the purposes of evaluating the performance of the Southwest segment. | |||||||||||||||||
Schedule of assets by segment | ' | ||||||||||||||||
The tables below present information about segment assets as of December 31, 2013, 2012 and 2011 (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Marcellus | $ | 4,529,028 | $ | 3,172,144 | |||||||||||||
Utica | 1,646,995 | 439,987 | |||||||||||||||
Northeast | 572,855 | 578,122 | |||||||||||||||
Southwest | 2,389,057 | 2,086,215 | |||||||||||||||
| | | | | | | | ||||||||||
Total segment assets | 9,137,935 | 6,276,468 | |||||||||||||||
Assets not allocated to segments: | |||||||||||||||||
Certain cash and cash equivalents | 63,086 | 261,473 | |||||||||||||||
Fair value of derivatives | 11,962 | 30,382 | |||||||||||||||
Investment in unconsolidated affiliates | 75,627 | 63,054 | |||||||||||||||
Other(1) | 107,813 | 96,985 | |||||||||||||||
| | | | | | | | ||||||||||
Total assets | $ | 9,396,423 | $ | 6,728,362 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
-1 | |||||||||||||||||
Includes corporate fixed assets, deferred financing costs, income tax receivable, non-trade receivables and other corporate assets not allocated to segments. | |||||||||||||||||
Supplemental_Condensed_Consoli1
Supplemental Condensed Consolidating Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Supplemental Condensed Consolidating Financial Information | ' | ||||||||||||||||
Schedule of condensed consolidating balance sheets | ' | ||||||||||||||||
Condensed consolidating financial information for MarkWest Energy Partners and its combined guarantor and combined non-guarantor subsidiaries as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 is as follows (in thousands): | |||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 224 | $ | 79,363 | $ | 5,718 | $ | — | $ | 85,305 | |||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Receivables and other current assets | 6,248 | 266,610 | 134,880 | — | 407,738 | ||||||||||||
Intercompany receivables | 1,194,955 | 78,010 | 125,115 | (1,398,080 | ) | — | |||||||||||
Fair value of derivative instruments | — | 10,444 | 1,013 | — | 11,457 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 1,201,427 | 434,427 | 276,726 | (1,398,080 | ) | 514,500 | |||||||||||
Total property, plant and equipment, net | 5,379 | 2,149,845 | 5,622,602 | (84,657 | ) | 7,693,169 | |||||||||||
Other long-term assets: | |||||||||||||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Investment in unconsolidated affiliates | — | 75,627 | — | — | 75,627 | ||||||||||||
Investment in consolidated affiliates | 5,741,374 | 4,541,617 | — | (10,282,991 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 595,995 | 278,797 | — | 874,792 | ||||||||||||
Fair value of derivative instruments | — | 505 | — | — | 505 | ||||||||||||
Intercompany notes receivable | 151,200 | — | — | (151,200 | ) | — | |||||||||||
Other long-term assets | 52,338 | 92,276 | 83,216 | — | 227,830 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 7,151,718 | $ | 7,890,292 | $ | 6,271,341 | $ | (11,916,928 | ) | $ | 9,396,423 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | — | $ | 1,315,707 | $ | 82,373 | $ | (1,398,080 | ) | $ | — | ||||||
Fair value of derivative instruments | — | 26,382 | 2,456 | — | 28,838 | ||||||||||||
Other current liabilities | 58,110 | 199,146 | 583,810 | (2,131 | ) | 838,935 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 58,110 | 1,541,235 | 668,639 | (1,400,211 | ) | 867,773 | |||||||||||
Deferred income taxes | 3,407 | 284,159 | — | — | 287,566 | ||||||||||||
Long-term intercompany financing payable | — | 151,200 | 97,461 | (248,661 | ) | — | |||||||||||
Fair value of derivative instruments | — | 27,763 | — | — | 27,763 | ||||||||||||
Long-term debt, net of discounts | 3,023,071 | — | — | — | 3,023,071 | ||||||||||||
Other long-term liabilities | 3,745 | 144,561 | 8,194 | — | 156,500 | ||||||||||||
Redeemable non-controlling interest | — | — | — | 235,617 | 235,617 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 3,461,360 | 5,741,374 | 5,497,047 | (11,223,486 | ) | 3,476,295 | |||||||||||
Class B Units | 602,025 | — | — | — | 602,025 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 719,813 | 719,813 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 4,063,385 | 5,741,374 | 5,497,047 | (10,503,673 | ) | 4,798,133 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 7,151,718 | $ | 7,890,292 | $ | 6,271,341 | $ | (11,916,928 | ) | $ | 9,396,423 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
As of December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 210,015 | $ | 102,979 | $ | 32,762 | $ | — | $ | 345,756 | |||||||
Restricted cash | — | — | 25,500 | — | 25,500 | ||||||||||||
Receivables and other current assets | 9,191 | 178,913 | 74,658 | — | 262,762 | ||||||||||||
Intercompany receivables | 812,562 | 18,472 | 32,656 | (863,690 | ) | — | |||||||||||
Fair value of derivative instruments | — | 18,389 | 1,115 | — | 19,504 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 1,031,768 | 318,753 | 166,691 | (863,690 | ) | 653,522 | |||||||||||
Total property, plant and equipment, net | 3,542 | 1,999,474 | 3,032,121 | (95,519 | ) | 4,939,618 | |||||||||||
Other long-term assets: | |||||||||||||||||
Restricted cash | — | — | 10,000 | — | 10,000 | ||||||||||||
Investment in unconsolidated affiliates | — | 63,054 | — | — | 63,054 | ||||||||||||
Investment in consolidated affiliates | 4,104,473 | 2,719,920 | — | (6,824,393 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 559,320 | 295,835 | — | 855,155 | ||||||||||||
Fair value of derivative instruments | — | 10,878 | — | — | 10,878 | ||||||||||||
Intercompany notes receivable | 225,000 | — | — | (225,000 | ) | — | |||||||||||
Other long-term assets | 50,866 | 70,009 | 75,260 | — | 196,135 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 5,415,649 | $ | 5,741,408 | $ | 3,579,907 | $ | (8,008,602 | ) | $ | 6,728,362 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | 461 | $ | 839,543 | $ | 23,686 | $ | (863,690 | ) | $ | — | ||||||
Fair value of derivative instruments | — | 27,062 | 167 | — | 27,229 | ||||||||||||
Other current liabilities | 42,301 | 197,934 | 472,462 | (1,892 | ) | 710,805 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 42,762 | 1,064,539 | 496,315 | (865,582 | ) | 738,034 | |||||||||||
Deferred income taxes | 2,906 | 186,522 | — | — | 189,428 | ||||||||||||
Long-term intercompany financing payable | — | 225,000 | 99,592 | (324,592 | ) | — | |||||||||||
Fair value of derivative instruments | — | 32,190 | — | — | 32,190 | ||||||||||||
Long-term debt, net of discounts | 2,523,051 | — | — | — | 2,523,051 | ||||||||||||
Other long-term liabilities | 2,959 | 128,684 | 2,618 | — | 134,261 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 2,091,440 | 4,104,473 | 2,981,382 | (7,079,891 | ) | 2,097,404 | |||||||||||
Class B Units | 752,531 | — | — | — | 752,531 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 261,463 | 261,463 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 2,843,971 | 4,104,473 | 2,981,382 | (6,818,428 | ) | 3,111,398 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 5,415,649 | $ | 5,741,408 | $ | 3,579,907 | $ | (8,008,602 | ) | $ | 6,728,362 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statements of operations | ' | ||||||||||||||||
Condensed Consolidating Statements of Operations | |||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,161,145 | $ | 550,181 | $ | (48,879 | ) | $ | 1,662,447 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 588,670 | 100,758 | — | 689,428 | ||||||||||||
Facility expenses | — | 148,492 | 146,649 | (1,203 | ) | 293,938 | |||||||||||
Selling, general and administrative expenses | 46,732 | 29,855 | 32,512 | (7,550 | ) | 101,549 | |||||||||||
Depreciation and amortization | 847 | 183,610 | 185,810 | (5,739 | ) | 364,528 | |||||||||||
Other operating expenses | — | 4,907 | (39,926 | ) | 2,080 | (32,939 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 47,579 | 955,534 | 425,803 | (12,412 | ) | 1,416,504 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (47,579 | ) | 205,611 | 124,378 | (36,467 | ) | 245,943 | ||||||||||
Earnings from consolidated affiliates | 276,995 | 110,763 | — | (387,758 | ) | — | |||||||||||
Loss on redemption of debt | (38,455 | ) | — | — | — | (38,455 | ) | ||||||||||
Other expense, net | (161,975 | ) | (26,749 | ) | (11,247 | ) | 45,597 | (154,374 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 28,986 | 289,625 | 113,131 | (378,628 | ) | 53,114 | |||||||||||
Provision for income tax expense | (39 | ) | (12,630 | ) | — | — | (12,669 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 28,947 | 276,995 | 113,131 | (378,628 | ) | 40,445 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (2,368 | ) | (2,368 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 28,947 | $ | 276,995 | $ | 113,131 | $ | (380,996 | ) | $ | 38,077 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,125,368 | $ | 324,738 | $ | (10,292 | ) | $ | 1,439,814 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 441,853 | 74,513 | — | 516,366 | ||||||||||||
Facility expenses | — | 137,261 | 71,138 | (167 | ) | 208,232 | |||||||||||
Selling, general and administrative expenses | 48,949 | 19,069 | 29,674 | (4,248 | ) | 93,444 | |||||||||||
Depreciation and amortization | 607 | 164,858 | 75,599 | (4,494 | ) | 236,570 | |||||||||||
Other operating expenses | 2 | 4,341 | 2,583 | — | 6,926 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 49,558 | 767,382 | 253,507 | (8,909 | ) | 1,061,538 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (49,558 | ) | 357,986 | 71,231 | (1,383 | ) | 378,276 | ||||||||||
Earnings from consolidated affiliates | 366,460 | 66,114 | — | (432,574 | ) | — | |||||||||||
Other expense, net | (118,563 | ) | (21,001 | ) | (8,554 | ) | 25,135 | (122,983 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 198,339 | 403,099 | 62,677 | (408,822 | ) | 255,293 | |||||||||||
Provision for income tax expense | (1,689 | ) | (36,639 | ) | — | — | (38,328 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 196,650 | 366,460 | 62,677 | (408,822 | ) | 216,965 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | 3,437 | 3,437 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 196,650 | $ | 366,460 | $ | 62,677 | $ | (405,385 | ) | $ | 220,402 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,241,442 | $ | 252,115 | $ | — | $ | 1,493,557 | |||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 651,132 | 84,198 | — | 735,330 | ||||||||||||
Facility expenses | — | 128,612 | 36,405 | — | 165,017 | ||||||||||||
Selling, general and administrative expenses | 46,903 | 31,015 | 7,450 | (4,927 | ) | 80,441 | |||||||||||
Depreciation and amortization | 719 | 151,362 | 35,948 | (708 | ) | 187,321 | |||||||||||
Other operating expenses | 673 | 9,030 | 279 | — | 9,982 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 48,295 | 971,151 | 164,280 | (5,635 | ) | 1,178,091 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (48,295 | ) | 270,291 | 87,835 | 5,635 | 315,466 | |||||||||||
Earnings from consolidated affiliates | 288,870 | 43,172 | — | (332,042 | ) | — | |||||||||||
Loss on redemption of debt | (78,996 | ) | — | — | — | (78,996 | ) | ||||||||||
Other expense, net | (91,612 | ) | (13,686 | ) | (558 | ) | (12,165 | ) | (118,021 | ) | |||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 69,967 | 299,777 | 87,277 | (338,572 | ) | 118,449 | |||||||||||
Provision for income tax expense | (2,742 | ) | (10,907 | ) | — | — | (13,649 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 67,225 | 288,870 | 87,277 | (338,572 | ) | 104,800 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (44,105 | ) | (44,105 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 67,225 | $ | 288,870 | $ | 87,277 | $ | (382,677 | ) | $ | 60,695 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statements of cash flows | ' | ||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (178,266 | ) | $ | 368,551 | $ | 222,107 | $ | 23,258 | $ | 435,650 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | 15,500 | — | 15,500 | ||||||||||||
Capital expenditures | (789 | ) | (182,339 | ) | (2,838,677 | ) | (25,151 | ) | (3,046,956 | ) | |||||||
Equity investments | (59,468 | ) | (2,200,000 | ) | — | 2,259,468 | — | ||||||||||
Acquisition of business, net of cash acquired | — | (222,888 | ) | — | — | (222,888 | ) | ||||||||||
Investment in unconsolidated affiliates | — | (17,521 | ) | — | — | (17,521 | ) | ||||||||||
Distributions from consolidated affiliates | 95,548 | 517,635 | — | (613,183 | ) | — | |||||||||||
Investment in intercompany notes, net | 73,800 | — | — | (73,800 | ) | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 757 | 208,546 | — | 209,303 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) investing activities | 109,091 | (2,104,356 | ) | (2,614,631 | ) | 1,547,334 | (3,062,562 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,698,066 | — | — | — | 1,698,066 | ||||||||||||
Proceeds from long-term debt | 1,000,000 | — | — | — | 1,000,000 | ||||||||||||
Payments of long-term debt | (501,112 | ) | — | — | — | (501,112 | ) | ||||||||||
Payments related to intercompany financing, net | — | (73,800 | ) | (1,893 | ) | 75,693 | — | ||||||||||
Payments of premiums on redemption of long-term debt | (31,516 | ) | — | — | — | (31,516 | ) | ||||||||||
Payments for debt issuance costs, deferred financing costs and registration costs | (14,046 | ) | — | — | — | (14,046 | ) | ||||||||||
Contributions from parent and affiliates | — | 59,468 | 2,200,000 | (2,259,468 | ) | — | |||||||||||
Contribution from non-controlling interest | — | — | 685,219 | — | 685,219 | ||||||||||||
Payments of SMR liability | — | (2,241 | ) | — | — | (2,241 | ) | ||||||||||
Share-based payment activity | (5,210 | ) | — | — | — | (5,210 | ) | ||||||||||
Payment of distributions | (462,488 | ) | (95,548 | ) | (517,846 | ) | 613,183 | (462,699 | ) | ||||||||
Intercompany advances, net | (1,824,310 | ) | 1,824,310 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows (used in) provided by financing activities | (140,616 | ) | 1,712,189 | 2,365,480 | (1,570,592 | ) | 2,366,461 | ||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | (209,791 | ) | (23,616 | ) | (27,044 | ) | — | (260,451 | ) | ||||||||
Cash and cash equivalents at beginning of year | 210,015 | 102,979 | 32,762 | — | 345,756 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 224 | $ | 79,363 | $ | 5,718 | $ | — | $ | 85,305 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2012 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (154,328 | ) | $ | 468,671 | $ | 158,412 | $ | 19,258 | $ | 492,013 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | (9,497 | ) | — | (9,497 | ) | ||||||||||
Capital expenditures | (138 | ) | (304,190 | ) | (1,626,809 | ) | (19,187 | ) | (1,950,324 | ) | |||||||
Equity investments | (55,283 | ) | (1,880,279 | ) | — | 1,935,562 | — | ||||||||||
Acquisition of business, net of cash acquired | — | — | (506,797 | ) | — | (506,797 | ) | ||||||||||
Investment in unconsolidated affiliates | — | (5,227 | ) | — | (839 | ) | (6,066 | ) | |||||||||
Distributions from consolidated affiliates | 75,431 | 140,362 | — | (215,793 | ) | — | |||||||||||
Investment in intercompany notes, net | (12,300 | ) | — | — | 12,300 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 1,732 | 77 | (1,213 | ) | 596 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) investing activities | 7,710 | (2,047,602 | ) | (2,143,026 | ) | 1,710,830 | (2,472,088 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,634,081 | — | — | — | 1,634,081 | ||||||||||||
Proceeds from Credit Facility | 511,100 | — | — | — | 511,100 | ||||||||||||
Payments of Credit Facility | (577,100 | ) | — | — | — | (577,100 | ) | ||||||||||
Proceeds from long-term debt | 742,613 | — | — | — | 742,613 | ||||||||||||
Proceeds (payments) related to intercompany financing, net | — | 12,300 | (1,142 | ) | (11,158 | ) | — | ||||||||||
Payments for debt issue costs and deferred financing costs | (14,720 | ) | — | — | — | (14,720 | ) | ||||||||||
Contributions from parent and affiliates | — | 55,283 | 1,879,440 | (1,934,723 | ) | — | |||||||||||
Contribution from non-controlling interest | — | — | 264,781 | — | 264,781 | ||||||||||||
Payments of SMR liability | — | (2,058 | ) | — | — | (2,058 | ) | ||||||||||
Share-based payment activity | (8,067 | ) | 907 | — | — | (7,160 | ) | ||||||||||
Payment of distributions | (339,967 | ) | (75,431 | ) | (140,433 | ) | 215,793 | (340,038 | ) | ||||||||
Intercompany advances, net | (1,591,329 | ) | 1,591,329 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 356,611 | 1,582,330 | 2,002,646 | (1,730,088 | ) | 2,211,499 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | 209,993 | 3,399 | 18,032 | — | 231,424 | ||||||||||||
Cash and cash equivalents at beginning of year | 22 | 99,580 | 14,730 | — | 114,332 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 210,015 | $ | 102,979 | $ | 32,762 | $ | — | $ | 345,756 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Year ended December 31, 2011 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (126,782 | ) | $ | 414,844 | $ | 129,584 | $ | (7,243 | ) | $ | 410,403 | |||||
Cash flows from investing activities: | |||||||||||||||||
Restricted cash | — | — | 2,006 | — | 2,006 | ||||||||||||
Capital expenditures | (789 | ) | (162,517 | ) | (399,550 | ) | 12,017 | (550,839 | ) | ||||||||
Acquisition of business | — | (230,728 | ) | — | — | (230,728 | ) | ||||||||||
Equity investments | (47,295 | ) | (252,367 | ) | — | 299,662 | — | ||||||||||
Distributions from consolidated affiliates | 50,718 | 64,569 | — | (115,287 | ) | — | |||||||||||
Investment in intercompany notes, net | (37,990 | ) | — | — | 37,990 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 606 | 7,617 | (4,773 | ) | 3,450 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (35,356 | ) | (580,437 | ) | (389,927 | ) | 229,609 | (776,111 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,095,488 | — | — | — | 1,095,488 | ||||||||||||
Proceeds from Credit Facility | 1,182,200 | — | — | — | 1,182,200 | ||||||||||||
Payments of Credit Facility | (1,116,200 | ) | — | — | — | (1,116,200 | ) | ||||||||||
Proceeds from long-term debt | 1,199,000 | — | — | — | 1,199,000 | ||||||||||||
Payments of long-term debt | (693,888 | ) | — | — | — | (693,888 | ) | ||||||||||
Payments of premiums on redemption of long-term debt | (71,377 | ) | — | — | — | (71,377 | ) | ||||||||||
Proceeds related to intercompany financing, net | — | 14,990 | 23,000 | (37,990 | ) | — | |||||||||||
Payments for debt issuance costs, deferred financing costs and registration costs | (20,163 | ) | — | — | — | (20,163 | ) | ||||||||||
Acquisition of non-controlling interest, including transaction costs | (997,601 | ) | — | — | — | (997,601 | ) | ||||||||||
Contributions from parents and affiliates | — | 47,295 | 252,367 | (299,662 | ) | — | |||||||||||
Contributions from non-controlling interest | — | — | 126,392 | — | 126,392 | ||||||||||||
Payments of SMR Liability | — | (1,875 | ) | — | — | (1,875 | ) | ||||||||||
Share-based payment activity | (6,354 | ) | 1,084 | — | — | (5,270 | ) | ||||||||||
Payment of distributions | (218,398 | ) | (50,718 | ) | (127,373 | ) | 115,286 | (281,203 | ) | ||||||||
Intercompany advances, net | (190,547 | ) | 190,547 | — | — | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 162,160 | 201,323 | 274,386 | (222,366 | ) | 415,503 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net decrease in cash | 22 | 35,730 | 14,043 | — | 49,795 | ||||||||||||
Cash and cash equivalents at beginning of year | — | 63,850 | 687 | — | 64,537 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 22 | $ | 99,580 | $ | 14,730 | $ | — | $ | 114,332 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Supplemental Cash Flow Information | ' | ||||||||||
Schedule of supplemental cash flow information | ' | ||||||||||
The following table provides information regarding supplemental cash flow information (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid for interest, net of amounts capitalized | $ | 137,815 | $ | 109,001 | $ | 112,780 | |||||
Cash (received) paid for income taxes, net | (25,324 | ) | 17,940 | 10,115 | |||||||
Supplemental schedule of non-cash investing and financing activities: | |||||||||||
Amounts payable for property, plant and equipment | $ | 500,171 | $ | 408,557 | $ | 87,071 | |||||
Interest capitalized on construction in progress | 35,053 | 26,061 | 1,121 | ||||||||
Issuance of common units for vesting of share-based payment awards | 4,861 | 2,510 | 5,412 | ||||||||
Conversion of Class B units to common units | 150,506 | — | — | ||||||||
Issuance of Class B units for acquisition of non-controlling interest | — | — | 752,531 |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||
Summary of activity in valuation allowance and reserve accounts | ' | ||||||||||
Activity in the Partnership's allowance for doubtful accounts and deferred tax asset valuation allowance is as follows (in thousands): | |||||||||||
Year ended | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Allowance for Doubtful Accounts | |||||||||||
Balance at beginning of period | $ | 159 | $ | 160 | $ | 162 | |||||
Other charges(1) | — | (1 | ) | (2 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 159 | $ | 159 | $ | 160 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Deferred Tax Asset Valuation Allowance | |||||||||||
Balance at beginning of period | $ | 904 | $ | 977 | $ | 1,036 | |||||
Charged to costs and expenses | 74 | (73 | ) | (59 | ) | ||||||
| | | | | | | | | | | |
Balance at end of period | $ | 978 | $ | 904 | $ | 977 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Bad debts written-off (net of recoveries). | |||||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | |||||||||||||
Summary of quarterly results of operations | ' | |||||||||||||
The following summarizes the Partnership's quarterly results of operations for 2013 and 2012 (in thousands, except per unit data): | ||||||||||||||
Three months ended(1) | ||||||||||||||
March 31(2)(3) | June 30 | September 30 | December 31 | |||||||||||
2013 | ||||||||||||||
Total revenue | $ | 373,273 | $ | 415,120 | $ | 420,516 | $ | 453,538 | ||||||
Income from operations | 63,663 | 140,022 | 7,763 | 34,495 | ||||||||||
Net (loss) income | (21,131 | ) | 85,498 | (20,027 | ) | (3,895 | ) | |||||||
Net (loss) income attributable to the Partnership's unitholders | (15,458 | ) | 83,699 | (23,604 | ) | (6,560 | ) | |||||||
Net (loss) income attributable to the Partnership's common unitholders per common unit(4): | ||||||||||||||
Basic | $ | (0.12 | ) | $ | 0.63 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Diluted | $ | (0.12 | ) | $ | 0.55 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Three months ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
2012 | ||||||||||||||
Total revenue | $ | 347,263 | $ | 442,822 | $ | 280,576 | $ | 369,153 | ||||||
Income from operations | 50,492 | 257,741 | 8,593 | 61,450 | ||||||||||
Net income (loss) | 15,774 | 186,533 | (15,265 | ) | 29,923 | |||||||||
Net income (loss) attributable to the Partnership's unitholders | 16,020 | 186,908 | (14,340 | ) | 31,814 | |||||||||
Net income (loss) attributable to the Partnership's common unitholders per common unit(4): | ||||||||||||||
Basic | $ | 0.16 | $ | 1.74 | $ | (0.13 | ) | $ | 0.26 | |||||
Diluted | $ | 0.14 | $ | 1.47 | $ | (0.13 | ) | $ | 0.22 | |||||
-1 | ||||||||||||||
Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives. | ||||||||||||||
-2 | ||||||||||||||
During the first quarter of 2013, the Partnership recorded a loss on redemption of debt of approximately $38.5 million related to the repurchase of the 2018 Senior Notes and a portion of 2021 Senior Notes and 2022 Senior Notes. See Note 16 for further details. | ||||||||||||||
-3 | ||||||||||||||
As discussed in Note 3, the Partnership determined that the consolidation error and impairment were immaterial to the prior periods included in the accompanying consolidated financial statements. The impact of the misstatement to the three months ended March 31, 2013 is shown in the table below (in thousands): | ||||||||||||||
Three months ended | ||||||||||||||
March 31, 2013 | ||||||||||||||
Statement of Operations | As previously | As restated | ||||||||||||
reported | ||||||||||||||
Revenue | $ | 375,952 | $ | 373,273 | ||||||||||
Income from operations | 64,350 | 63,663 | ||||||||||||
Net (loss) | (20,764 | ) | (21,131 | ) | ||||||||||
-4 | ||||||||||||||
Basic and diluted net (loss) income per unit is computed independently for each of the quarters presented; therefore, the sum of the quarterly earnings per unit may not equal the total computed for the year. | ||||||||||||||
Schedule of consolidation error and impairment to statement of operations | ' | |||||||||||||
The impact of the misstatement to the three months ended March 31, 2013 is shown in the table below (in thousands): | ||||||||||||||
Three months ended | ||||||||||||||
March 31, 2013 | ||||||||||||||
Statement of Operations | As previously | As restated | ||||||||||||
reported | ||||||||||||||
Revenue | $ | 375,952 | $ | 373,273 | ||||||||||
Income from operations | 64,350 | 63,663 | ||||||||||||
Net (loss) | (20,764 | ) | (21,131 | ) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum | ' |
Restricted Cash | ' |
Threshold period for project completion for which restricted cash is held to classify as long-term asset | '12 months |
Property, Plant and Equipment | ' |
Threshold relocation cost of tangible assets as percentage of fair value to be classified as real estate (as a percent) | 10.00% |
Property, plant and equipment other than miscellaneous equipment and vehicles | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives of assets | '10 years |
Property, plant and equipment other than miscellaneous equipment and vehicles | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives of assets | '25 years |
Miscellaneous equipment and vehicles | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives of assets | '3 years |
Miscellaneous equipment and vehicles | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives of assets | '10 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Carrying value and related fair value of financial instruments. | ' | ' |
Carrying value of long-term debt | $3,023,071 | $2,523,051 |
Income taxes | ' | ' |
Expected settlement period of deferred tax balances to classify the balances as current | '12 months | ' |
Significant unobservable inputs (Level 3) | ' | ' |
Carrying value and related fair value of financial instruments. | ' | ' |
Carrying value of long-term debt | 3,023,071 | 2,523,051 |
Carrying value SMR liability | 89,592 | 91,851 |
Fair value of long-term debt | 3,079,460 | 2,763,080 |
Fair value SMR liability | $120,922 | $130,736 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings (loss) per unit | ' | ' | ' |
Net (loss) income attributable to the Partnership's unitholders | $38,077 | $220,402 | $60,695 |
Class B Units | ' | ' | ' |
Earnings (loss) per unit | ' | ' | ' |
Net (loss) income attributable to the Partnership's unitholders | $0 | $0 | $0 |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
EMG | Ohio Gathering | Maximum | Maximum | MarkWest Utica EMG | MarkWest Utica EMG | MarkWest Utica EMG | MarkWest Utica EMG | MarkWest Utica EMG | Equity Method Investment MarkWest Pioneer | Equity Method Investment MarkWest Pioneer | Utica Condensate | Utica Condensate | Utica Condensate | ||||
item | Blackhawk | Ohio Gathering | Ohio Condensate | Maximum | Maximum | Minimum | item | Assets under construction | EMG | ||||||||
Blackhawk | Summit | Ohio Gathering | Ohio Gathering | ||||||||||||||
Blackhawk | |||||||||||||||||
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest owners total funding commitment | ' | ' | ' | ' | ' | ' | ' | $950,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest owners initial funding commitment to VIE | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of initial capital funding of VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital required by reporting entity after non-controlling interest minimum contribution | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate contributions to VIE threshold | ' | ' | ' | ' | ' | ' | ' | 2,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest in joint venture maximum | ' | ' | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Percentage of ownership interest held by non-controlling interest | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital contribution to maintain ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest owners actual contribution | ' | ' | ' | ' | ' | ' | ' | 950,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution by the Partnership | ' | ' | ' | ' | ' | ' | ' | 566,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest owners capital contribution preference threshold | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual of preference amount to EMG Utica's investment balance during the period | ' | ' | ' | ' | ' | ' | ' | 23,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of ownership interest held in joint venture | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of available cash to be received by the Partnership | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum temporary funding by reporting entity | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary capital contributed by partnership | ' | ' | ' | ' | ' | ' | ' | 76,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution received as reimbursement for temporary funding | ' | ' | ' | ' | ' | ' | ' | 61,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital contributed by partnership retained | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest held by the parent | ' | ' | ' | ' | 99.00% | ' | ' | ' | ' | ' | ' | 99.00% | ' | ' | ' | ' | ' |
Percentage of ownership interest held by non-controlling interest | ' | ' | ' | 45.00% | 1.00% | ' | ' | ' | ' | ' | 1.00% | ' | 50.00% | 50.00% | 55.00% | ' | ' |
Option available to acquire voting interest (as a percent) | ' | ' | ' | ' | ' | 40.00% | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital required by the reporting entity | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Total capital contribution | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 |
Number of managers consisted in board of managers prior to the condensate equalization date | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Ownership percentage determined under required true up transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.00% | ' | ' |
Proceeds from sale of assets under construction | 209,303,000 | 596,000 | 3,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,400,000 | ' |
Percentage of ownership interest held in joint venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Impairment of investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,200,000 | ' | ' | ' |
Impairment of investment, net of provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,400,000 | ' | ' | ' |
Variable_Interest_Entities_Det1
Variable Interest Entities (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Balance sheet | ' | ' | ' | ' |
Cash and cash equivalents | $85,305 | $345,756 | $114,332 | $64,537 |
Receivables, net | 299,107 | 197,977 | ' | ' |
Other current assets | 44,068 | 34,871 | ' | ' |
Total current assets | 514,500 | 653,522 | ' | ' |
Property, plant and equipment | 8,583,767 | 5,542,316 | ' | ' |
Less: accumulated depreciation | -890,598 | -602,698 | ' | ' |
Total property, plant and equipment, net | 7,693,169 | 4,939,618 | ' | ' |
Investment in unconsolidated affiliates | 75,627 | 63,054 | ' | ' |
Other long-term assets | 3,887 | 2,140 | ' | ' |
Total assets | 9,396,423 | 6,728,362 | ' | ' |
Accounts payable | 401,088 | 320,627 | ' | ' |
Accrued liabilities | 437,847 | 390,178 | ' | ' |
Total current liabilities | 867,773 | 738,034 | ' | ' |
Deferred income taxes | ' | 189,428 | ' | ' |
Other long-term liabilities | 156,500 | 134,261 | ' | ' |
Non-controlling interest in consolidated subsidiaries | 719,813 | 261,463 | ' | ' |
Total equity | 4,798,133 | 3,111,398 | 1,395,242 | 1,350,294 |
Total liabilities and equity | 9,396,423 | 6,728,362 | ' | ' |
Common units | ' | ' | ' | ' |
Balance sheet | ' | ' | ' | ' |
Common units | 3,476,295 | 2,097,404 | ' | ' |
Total equity | 3,476,295 | 2,097,404 | 642,522 | 957,452 |
As previously reported | ' | ' | ' | ' |
Balance sheet | ' | ' | ' | ' |
Cash and cash equivalents | ' | 347,899 | 117,016 | 67,450 |
Receivables, net | ' | 198,769 | ' | ' |
Other current assets | ' | 35,053 | ' | ' |
Total current assets | ' | 656,639 | ' | ' |
Property, plant and equipment | ' | 5,700,176 | ' | ' |
Less: accumulated depreciation | ' | -624,548 | ' | ' |
Total property, plant and equipment, net | ' | 5,075,628 | ' | ' |
Investment in unconsolidated affiliates | ' | 31,179 | ' | ' |
Other long-term assets | ' | 2,242 | ' | ' |
Total assets | ' | 6,835,716 | ' | ' |
Accounts payable | ' | 320,645 | ' | ' |
Accrued liabilities | ' | 391,352 | ' | ' |
Total current liabilities | ' | 739,226 | ' | ' |
Deferred income taxes | ' | 191,318 | ' | ' |
Other long-term liabilities | ' | 134,340 | ' | ' |
Non-controlling interest in consolidated subsidiaries | ' | 328,346 | ' | ' |
Total equity | ' | 3,215,591 | 1,502,067 | 1,458,566 |
Total liabilities and equity | ' | 6,835,716 | ' | ' |
As previously reported | Common units | ' | ' | ' | ' |
Balance sheet | ' | ' | ' | ' |
Common units | ' | 2,134,714 | ' | ' |
Total equity | ' | $2,134,714 | $679,309 | $993,049 |
Variable_Interest_Entities_Det2
Variable Interest Entities (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $1,687,085 | $1,383,279 | $1,522,592 |
Total revenue | 453,538 | 420,516 | 415,120 | 373,273 | 369,153 | 280,576 | 442,822 | 347,263 | 1,662,447 | 1,439,814 | 1,493,557 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | 291,069 | 206,861 | 171,497 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 101,549 | 93,444 | 80,441 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | 299,884 | 183,250 | 143,704 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | 824 | 672 | 1,185 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 1,416,504 | 1,061,538 | 1,178,091 |
Income from operations | 34,495 | 7,763 | 140,022 | 63,663 | 61,450 | 8,593 | 257,741 | 50,492 | 245,943 | 378,276 | 315,466 |
Earnings from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 1,422 | 2,328 | 158 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 53,114 | 255,293 | 118,449 |
Net income | -3,895 | -20,027 | 85,498 | -21,131 | 29,923 | -15,265 | 186,533 | 15,774 | 40,445 | 216,965 | 104,800 |
Net (income) loss attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -2,368 | 3,437 | -44,105 |
As previously reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statement of operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,395,231 | 1,534,434 |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,451,766 | 1,505,399 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 208,385 | 173,598 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94,116 | 81,229 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 189,549 | 149,954 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 677 | 1,190 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,070,038 | 1,187,235 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 381,728 | 318,164 |
Earnings from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699 | -1,095 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | 257,116 | 119,894 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 218,788 | 106,245 |
Net (income) loss attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,614 | ($45,550) |
Variable_Interest_Entities_Det3
Variable Interest Entities (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ($3,895) | ($20,027) | $85,498 | ($21,131) | $29,923 | ($15,265) | $186,533 | $15,774 | $40,445 | $216,965 | $104,800 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | 299,884 | 183,250 | 143,704 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | 824 | 672 | 1,185 |
Equity in (earnings) loss of unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | -1,422 | -2,328 | -158 |
Distributions from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 6,370 | 8,416 | 4,382 |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | -85,927 | 31,993 | -45,107 |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | -9,197 | -23,285 | -3,557 |
Accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | 68,070 | 28,417 | 54,795 |
Other long-term assets | ' | ' | ' | ' | ' | ' | ' | ' | -21,747 | -647 | -308 |
Net cash provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | 435,650 | 492,013 | 410,403 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | -3,046,956 | -1,950,324 | -550,839 |
Investment in unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | -17,521 | -6,066 | ' |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | -3,062,562 | -2,472,088 | -776,111 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 685,219 | 264,781 | 126,392 |
Payment of distributions to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -211 | -71 | -62,805 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | 2,366,461 | 2,211,499 | 415,503 |
Net increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | -260,451 | 231,424 | 49,795 |
Cash and cash equivalents at beginning of year | ' | ' | ' | 345,756 | ' | ' | ' | 114,332 | 345,756 | 114,332 | 64,537 |
Cash and cash equivalents at end of year | 85,305 | ' | ' | ' | 345,756 | ' | ' | ' | 85,305 | 345,756 | 114,332 |
As previously reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 218,788 | 106,245 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 189,549 | 149,954 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 677 | 1,190 |
Equity in (earnings) loss of unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -699 | 1,095 |
Distributions from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600 | 300 |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,588 | -45,463 |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,115 | -3,728 |
Accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,412 | 54,745 |
Other long-term assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | -647 | -307 |
Net cash provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 496,713 | 414,698 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,951,427 | -551,281 |
Investment in unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,227 | ' |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,472,352 | -776,553 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 265,620 | 126,392 |
Payment of distributions to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,887 | -66,887 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,206,522 | 411,421 |
Net increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,883 | 49,566 |
Cash and cash equivalents at beginning of year | ' | ' | ' | ' | ' | ' | ' | 117,016 | ' | 117,016 | 67,450 |
Cash and cash equivalents at end of year | ' | ' | ' | ' | $347,899 | ' | ' | ' | ' | $347,899 | $117,016 |
Variable_Interest_Entities_Det4
Variable Interest Entities (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | $3,111,398 | ' | ' | ' | $1,395,242 | $3,111,398 | $1,395,242 | $1,350,294 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | -462,699 | -340,038 | -281,203 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 685,219 | 264,782 | 126,392 |
Deferred income tax impact from changes in equity | ' | ' | ' | ' | ' | ' | ' | ' | -56,342 | -67,089 | -63,417 |
Net income | -3,895 | -20,027 | 85,498 | -21,131 | 29,923 | -15,265 | 186,533 | 15,774 | 40,445 | 216,965 | 104,800 |
Balance | 4,798,133 | ' | ' | ' | 3,111,398 | ' | ' | ' | 4,798,133 | 3,111,398 | 1,395,242 |
Common Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | 2,097,404 | ' | ' | ' | 642,522 | 2,097,404 | 642,522 | 957,452 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | -462,488 | -339,967 | -218,398 |
Deferred income tax impact from changes in equity | ' | ' | ' | ' | ' | ' | ' | ' | -56,342 | -67,089 | -63,417 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | 38,077 | 220,402 | 60,695 |
Balance | 3,476,295 | ' | ' | ' | 2,097,404 | ' | ' | ' | 3,476,295 | 2,097,404 | 642,522 |
Non-controlling Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | 261,463 | ' | ' | ' | 189 | 261,463 | 189 | 392,842 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | -211 | -71 | -62,805 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 685,219 | 264,782 | 126,392 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | 2,368 | -3,437 | 44,105 |
Balance | 719,813 | ' | ' | ' | 261,463 | ' | ' | ' | 719,813 | 261,463 | 189 |
As previously reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | 1,502,067 | ' | 1,502,067 | 1,458,566 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | -345,854 | -285,285 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 265,620 | ' |
Deferred income tax impact from changes in equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | -66,566 | -62,227 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 218,788 | 106,245 |
Balance | ' | ' | ' | ' | 3,215,591 | ' | ' | ' | ' | 3,215,591 | 1,502,067 |
As previously reported | Common Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | 679,309 | ' | 679,309 | 993,049 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | -339,967 | -218,398 |
Deferred income tax impact from changes in equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | -66,566 | -62,227 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,402 | 60,695 |
Balance | ' | ' | ' | ' | 2,134,714 | ' | ' | ' | ' | 2,134,714 | 679,309 |
As previously reported | Non-controlling Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | 70,227 | ' | 70,227 | 465,517 |
Distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,887 | -66,887 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 265,620 | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,614 | 45,550 |
Balance | ' | ' | ' | ' | $328,346 | ' | ' | ' | ' | $328,346 | $70,227 |
Variable_Interest_Entities_Det5
Variable Interest Entities (Details 6) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of net income (loss) attributable to the entity and transfers to the non-controlling interest | ' | ' | ' |
Net income attributable to the Partnership's unitholders | $38,077,000 | $220,402,000 | $60,695,000 |
Transfers to the non-controlling interests: | ' | ' | ' |
Decrease in common unit equity for 2011 acquisition of equity interest in MarkWest Liberty Midstream, net of $51,321 income tax benefit | ' | ' | -1,194,865,000 |
Tax benefit resulting from change in equity due to purchase of additional interest in consolidated subsidiary | ' | ' | 51,321,000 |
Decrease in common unit equity for transaction costs related to 2011 acquisition of equity interest in MarkWest Liberty Midstream | ' | ' | -3,600,000 |
Net (loss) income attributable to the Partnership and transfers to the non-controlling interest | ' | ' | -1,137,770,000 |
MarkWest Liberty Midstream | ' | ' | ' |
Variable Interest Entities | ' | ' | ' |
Percentage of non-controlling interest acquired by the Partnership | ' | ' | 49.00% |
Non-controlling interest purchase consideration, cash paid | ' | ' | $994,000,000 |
Issuance of Class B units (in units) | ' | ' | 19,954,000 |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 8-May-13 | Dec. 31, 2013 | 8-May-13 | 8-May-13 | 8-May-13 | 29-May-12 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 02, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | |
item | item | item | Southwest Segment | Marcellus | Northeast Segment | Buffalo Creek Acquisition | Buffalo Creek Acquisition | Buffalo Creek Acquisition | Buffalo Creek Acquisition | Buffalo Creek Acquisition | Buffalo Creek Acquisition | Keystone Acquisition | Keystone Acquisition | Keystone Acquisition | Langley Acquisition | Langley Acquisition | Langley Acquisition | |
Southwest Segment | Chesapeake | Chesapeake | Chesapeake | item | Marcellus | Northeast Segment | ||||||||||||
mi | Texas | Oklahoma | sqmi | |||||||||||||||
acre | mi | mi | ||||||||||||||||
Business Combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $225,200,000 | ' | ' | $507,300,000 | ' | ' | $230,700,000 | ' | ' |
Cash paid prior to giving effect to the final working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 509,600,000 | ' | ' | ' | ' | ' |
Receivables for working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' |
Number of cryogenic natural gas processing plants acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Capacity of cryogenic gas processing plant (in MMcf/d) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | 90 | ' | ' | 100 | ' | ' |
Capacity of refrigeration natural gas processing plant (in MMcf/d) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75 | ' | ' |
Additional capacity of cryogenic natural gas processing plant installed (in MMcf/d) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150 | ' |
Length of gas gathering pipeline (in miles) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22 | 5 | ' | ' | ' | ' | ' | ' |
Length of rights-of-way associated with the future construction of a high-pressure trunk line (in miles) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' | ' | ' | ' |
Area of land (in acres/square miles) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000 | ' | ' | 900 | ' | ' | ' | ' | ' |
Extended additional term of the keep-whole processing agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Additional cash paid as consideration for extension term of the keep-whole processing agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life of intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | '19 years | ' | ' | '12 years |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,837,000 | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,756,000 | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,000 | ' | ' | 1,806,000 | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | 144,115,000 | ' | ' | ' | ' | 136,593,000 | ' | ' | 136,525,000 | ' | ' |
Goodwill | 144,856,000 | 142,174,000 | ' | 8,155,000 | 74,256,000 | 62,445,000 | ' | 2,682,000 | ' | ' | ' | ' | 74,256,000 | ' | ' | 58,497,000 | ' | ' |
Intangible asset | ' | ' | ' | ' | ' | ' | ' | 84,500,000 | ' | ' | ' | ' | 304,708,000 | ' | ' | 33,900,000 | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | -6,087,000 | ' | ' | ' | ' | -12,117,000 | ' | ' | ' | ' | ' |
Other short-term liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -175,000 | ' | ' | ' | ' | ' |
Other long-term liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -632,000 | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | ' | ' | $225,200,000 | $225,210,000 | ' | ' | ' | ' | $507,312,000 | ' | ' | $230,728,000 | ' | ' |
Number of acquisitions made | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Divestiture_Details
Divestiture (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2013 | |
Summit | Summit | ||||
Sherwood | Minimum | ||||
item | Sherwood | ||||
hp | |||||
mi | |||||
Divestiture | ' | ' | ' | ' | ' |
Proceeds from divestiture | ' | ' | ' | $207,900,000 | ' |
Length of gas gathering pipelines (in miles) | ' | ' | ' | ' | 40 |
Number of compressor stations | ' | ' | ' | 2 | ' |
Power of compressor stations | ' | ' | ' | ' | 21,000 |
Carrying value of assets | ' | ' | ' | 168,200,000 | ' |
Gain on sale of asset | $33,763,000 | ($6,254,000) | ($8,797,000) | $39,700,000 | ' |
SMR_Transaction_Details
SMR Transaction (Details) (USD $) | 0 Months Ended | ||
Sep. 02, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | |
ASSETS | ' | ' | ' |
Property, plant and equipment, net of accumulated depreciation of $20,195 and $14,926, respectively | ' | $7,693,169,000 | $4,939,618,000 |
Accumulated depreciation | ' | 890,598,000 | 602,698,000 |
LIABILITIES | ' | ' | ' |
Accrued liabilities | ' | 437,847,000 | 390,178,000 |
Other long-term liabilities | ' | 156,500,000 | 134,261,000 |
SMR Transaction | ' | ' | ' |
Divestitures | ' | ' | ' |
Proceeds from SMR Transaction | 73,100,000 | ' | ' |
Imputed interest rate on SMR liability (as a percent) | ' | 9.35% | ' |
ASSETS | ' | ' | ' |
Property, plant and equipment, net of accumulated depreciation of $20,195 and $14,926, respectively | ' | 85,169,000 | 90,437,000 |
Accumulated depreciation | ' | 20,195,000 | 14,926,000 |
LIABILITIES | ' | ' | ' |
Accrued liabilities | ' | 2,479,000 | 2,259,000 |
Other long-term liabilities | ' | $87,113,000 | $89,592,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Commodity contracts | Embedded Derivatives in commodity contracts | Embedded Derivatives in commodity contracts | Embedded Derivatives in commodity contracts | |
Derivative instruments not designated as hedging instruments | Embedded derivative in natural gas processing and purchase contract | Embedded derivative in electricity purchase contract | Embedded derivative in electricity purchase contract | |
gal | ||||
MMBTU | ||||
bbl | ||||
Derivative financial instruments | ' | ' | ' | ' |
Notional quantity of crude oil contract (in bbl) | 1,323,905 | ' | ' | ' |
Notional quantity of natural gas contract (in MMBtu) | 3,187,606 | ' | ' | ' |
Natural Gas Liquids (gal) | 125,470,405 | ' | ' | ' |
Notional amount for embedded derivative in commodity contract (in Dth per day) | ' | 9,000 | ' | ' |
Producer's option to extend successive years, number | ' | '5 years | ' | ' |
Estimated fair value of embedded derivative contract liability including portion allocable to host processing agreement | ' | $91,815,000 | ' | ' |
Inception value for period from April 1, 2015 to December 31, 2022 | ' | -53,507,000 | ' | ' |
Recorded value of embedded derivative contract liability | ' | 38,308,000 | ' | ' |
Estimated fair value of embedded derivative contract asset | ' | ' | $3,300,000 | $6,100,000 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial statement impact of derivative contracts | ' | ' |
Assets | $11,962 | $30,382 |
Liabilities | -56,601 | -59,419 |
Commodity contracts | Derivative instruments not designated as hedging instruments | ' | ' |
Financial statement impact of derivative contracts | ' | ' |
Assets | 11,962 | 30,382 |
Liabilities | -56,601 | -59,419 |
Commodity contracts | Derivative instruments not designated as hedging instruments | Current Assets | ' | ' |
Financial statement impact of derivative contracts | ' | ' |
Assets | 11,457 | 19,504 |
Commodity contracts | Derivative instruments not designated as hedging instruments | Long-term assets | ' | ' |
Financial statement impact of derivative contracts | ' | ' |
Assets | 505 | 10,878 |
Commodity contracts | Derivative instruments not designated as hedging instruments | Current Liabilities | ' | ' |
Financial statement impact of derivative contracts | ' | ' |
Liabilities | -28,838 | -27,229 |
Commodity contracts | Derivative instruments not designated as hedging instruments | Long-term liabilities | ' | ' |
Financial statement impact of derivative contracts | ' | ' |
Liabilities | ($27,763) | ($32,190) |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | $11,962 | $30,382 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | -12,178 |
Net Amount | 4,945 | 18,204 |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -56,601 | -59,419 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | 12,178 |
Net Amount | -49,584 | -47,241 |
Current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | 11,457 | 19,504 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | -9,541 |
Net Amount | 4,440 | 9,963 |
Non-current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | 505 | 10,878 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | -2,637 |
Net Amount | 505 | 8,241 |
Current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -28,838 | -27,229 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | 9,541 |
Net Amount | -21,821 | -17,688 |
Non-current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -27,763 | -32,190 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | 2,637 |
Net Amount | -27,763 | -29,553 |
Commodity contracts | Current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | 8,181 | 16,438 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | -9,541 |
Net Amount | 1,164 | 6,897 |
Commodity contracts | Non-current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | 505 | 7,798 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | -2,637 |
Net Amount | 505 | 5,161 |
Commodity contracts | Current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -18,293 | -16,679 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | 9,541 |
Net Amount | -11,276 | -7,138 |
Commodity contracts | Non-current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | ' | -2,637 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ' | 2,637 |
Embedded derivatives in commodity contracts | Current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | 3,276 | 3,066 |
Net Amount | 3,276 | 3,066 |
Embedded derivatives in commodity contracts | Non-current Assets | ' | ' |
Assets | ' | ' |
Gross Amounts of Assets in the Consolidated Balance Sheet | ' | 3,080 |
Net Amount | ' | 3,080 |
Embedded derivatives in commodity contracts | Current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -10,545 | -10,550 |
Net Amount | -10,545 | -10,550 |
Embedded derivatives in commodity contracts | Non-current Liabilities | ' | ' |
Liabilities | ' | ' |
Gross Amounts of Liabilities in the Consolidated Balance Sheet | -27,763 | -29,553 |
Net Amount | ($27,763) | ($29,553) |
Derivative_Financial_Instrumen5
Derivative Financial Instruments (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | ' | ' | ' |
Unrealized (loss) gain | ($15,602,000) | $102,127,000 | ($4,147,000) |
Derivative instruments not designated as hedging instruments | ' | ' | ' |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | ' | ' | ' |
Total (loss) gain | -25,770,000 | 69,126,000 | -75,515,000 |
Derivative instruments not designated as hedging instruments | Revenue: Derivative (loss) gain | ' | ' | ' |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | ' | ' | ' |
Realized loss | -3,534,000 | -6,508,000 | -48,093,000 |
Unrealized (loss) gain | -21,104,000 | 63,043,000 | 19,058,000 |
Total (loss) gain | -24,638,000 | 56,535,000 | -29,035,000 |
Amortization of premium payments | 0 | 0 | 4,400,000 |
Derivative instruments not designated as hedging instruments | Derivative gain (loss) related to purchased product costs | ' | ' | ' |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | ' | ' | ' |
Realized loss | -6,634,000 | -26,493,000 | -27,711,000 |
Unrealized (loss) gain | 8,371,000 | 40,455,000 | -25,249,000 |
Total (loss) gain | 1,737,000 | 13,962,000 | -52,960,000 |
Derivative instruments not designated as hedging instruments | Derivative (loss) gain related to facility expenses | ' | ' | ' |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | ' | ' | ' |
Unrealized (loss) gain | ($2,869,000) | ($1,371,000) | $6,480,000 |
Fair_Value_Details
Fair Value (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative instruments carried at fair value in Consolidated Balance Sheet | ' | ' |
Total carrying value of derivative assets in Consolidated Balance Sheet | $11,962 | $30,382 |
Total carrying value of derivative liabilities in Consolidated Balance Sheet | -56,601 | -59,419 |
Recurring | Significant other observable inputs (Level 2) | Commodity contracts | ' | ' |
Derivative instruments carried at fair value in Consolidated Balance Sheet | ' | ' |
Total carrying value of derivative assets in Consolidated Balance Sheet | 544 | 8,441 |
Total carrying value of derivative liabilities in Consolidated Balance Sheet | -4,691 | -15,970 |
Recurring | Significant unobservable inputs (Level 3) | Commodity contracts | ' | ' |
Derivative instruments carried at fair value in Consolidated Balance Sheet | ' | ' |
Total carrying value of derivative assets in Consolidated Balance Sheet | 8,142 | 15,795 |
Total carrying value of derivative liabilities in Consolidated Balance Sheet | -13,602 | -3,346 |
Recurring | Significant unobservable inputs (Level 3) | Embedded derivatives in commodity contracts | ' | ' |
Derivative instruments carried at fair value in Consolidated Balance Sheet | ' | ' |
Total carrying value of derivative assets in Consolidated Balance Sheet | 3,276 | 6,146 |
Total carrying value of derivative liabilities in Consolidated Balance Sheet | ($38,308) | ($40,103) |
Fair_Value_Details_2
Fair Value (Details 2) (Commodity contracts, Significant unobservable inputs (Level 3)) | 12 Months Ended |
Dec. 31, 2013 | |
Assets | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Crude option volatilities (as a percent) | 10.43% |
Assets | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Crude option volatilities (as a percent) | 19.76% |
Assets | Propane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.07 |
Assets | Propane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.26 |
Assets | Isobutane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.32 |
Assets | Isobutane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.4 |
Assets | Normal butane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.26 |
Assets | Normal butane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.36 |
Assets | Natural gasoline prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 2.02 |
Assets | Natural gasoline prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 2.13 |
Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Crude option volatilities (as a percent) | 8.92% |
Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Crude option volatilities (as a percent) | 21.29% |
Liabilities | Propane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.07 |
Liabilities | Propane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.26 |
Liabilities | Isobutane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.32 |
Liabilities | Isobutane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.4 |
Liabilities | Normal butane prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.26 |
Liabilities | Normal butane prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 1.36 |
Liabilities | Natural gasoline prices | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 2.02 |
Liabilities | Natural gasoline prices | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | ' |
Forward price (in dollars per unit) | 2.13 |
Fair_Value_Details_3
Fair Value (Details 3) (Embedded Derivatives in Commodity Contracts (net), Significant unobservable inputs (Level 3)) | 12 Months Ended |
Dec. 31, 2013 | |
period | |
Assets | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward ERCOT Pricing (per Megawatt Hour) | 33.98 |
Assets | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward ERCOT Pricing (per Megawatt Hour) | 62.96 |
Liabilities | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Probability of renewal (as a percent) | 0.00% |
Number of renewal periods | 2 |
Term of counterparty option to renew gas purchase agreement | '5 years |
Propane prices | Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 0.91 |
Propane prices | Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.26 |
Isobutane prices | Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.27 |
Isobutane prices | Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.4 |
Normal butane prices | Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.19 |
Normal butane prices | Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.36 |
Natural gasoline prices | Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 1.82 |
Natural gasoline prices | Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 2.13 |
Natural gas prices | Liabilities | Minimum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 3.5 |
Natural gas prices | Liabilities | Maximum | ' |
Unobservable inputs used in the valuation of Level 3 instruments of Assets | ' |
Forward price (in dollars per unit) | 4.59 |
Fair_Value_Details_4
Fair Value (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Commodity Derivative Contracts (net) | ' | ' |
Derivative assets and liabilities classified by the Partnership within Level 3 of the valuation hierarchy | ' | ' |
Fair value at beginning of period | $12,449 | ($2,965) |
Total loss (gain) (realized and unrealized) included in earnings | -19,157 | 17,153 |
Settlements | 1,248 | -1,739 |
Fair value at end of period | -5,460 | 12,449 |
The amount of total losses (gains) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | -13,040 | 8,213 |
Embedded Derivatives in Commodity Contracts (net) | ' | ' |
Derivative assets and liabilities classified by the Partnership within Level 3 of the valuation hierarchy | ' | ' |
Fair value at beginning of period | -33,957 | -53,904 |
Total loss (gain) (realized and unrealized) included in earnings | -10,336 | 9,199 |
Settlements | 9,261 | 10,748 |
Fair value at end of period | -35,032 | -33,957 |
The amount of total losses (gains) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at end of period | ($8,559) | $8,175 |
Significant_Customers_and_Conc1
Significant Customers and Concentration of Credit Risk (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Customers and Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $453,538 | $420,516 | $415,120 | $373,273 | $369,153 | $280,576 | $442,822 | $347,263 | $1,662,447 | $1,439,814 | $1,493,557 |
Accounts receivable | 266,560 | ' | ' | ' | 187,445 | ' | ' | ' | 266,560 | 187,445 | ' |
Revenues | Customer concentration | First significant customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers and Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 184,000 | 175,100 | 203,300 |
Percentage of revenues from a significant customer | ' | ' | ' | ' | ' | ' | ' | ' | 10.90% | 12.70% | 13.40% |
Accounts receivable | 20,300 | ' | ' | ' | 12,500 | ' | ' | ' | 20,300 | 12,500 | ' |
Revenues | Customer concentration | Second significant customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers and Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 183,800 | 138,700 | 96,100 |
Percentage of revenues from a significant customer | ' | ' | ' | ' | ' | ' | ' | ' | 10.90% | 10.00% | 6.30% |
Accounts receivable | 45,700 | ' | ' | ' | 45,100 | ' | ' | ' | 45,700 | 45,100 | ' |
Revenues | Customer concentration | Third significant customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers and Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,300 | 297,800 |
Percentage of revenues from a significant customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.90% | 19.60% |
Accounts receivable | ' | ' | ' | ' | $3,900 | ' | ' | ' | ' | $3,900 | ' |
Receivables_Details
Receivables (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Receivables | ' | ' |
Trade, net | $266,560 | $187,445 |
Receivables from unconsolidated affiliates | 17,363 | ' |
Other | 15,184 | 10,532 |
Total receivables | $299,107 | $197,977 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
NGLs | $21,131 | $11,502 |
Line fill | 7,960 | 3,261 |
Spare parts, materials and supplies | 12,272 | 9,870 |
Total inventories | $41,363 | $24,633 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, plant and equipment | ' | ' |
Property, plant and equipment | $8,583,767 | $5,542,316 |
Less: accumulated depreciation | -890,598 | -602,698 |
Total property, plant and equipment, net | 7,693,169 | 4,939,618 |
Natural gas gathering and NGL transportation pipelines and facilities | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | 4,290,918 | 2,712,572 |
Processing plants | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | 1,879,184 | 894,282 |
Fractionation and storage facilities | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | 220,344 | 207,169 |
Crude oil pipelines | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | 16,730 | 16,730 |
Land, building, office equipment and other | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | 710,737 | 376,014 |
Construction in progress | ' | ' |
Property, plant and equipment | ' | ' |
Property, plant and equipment | $1,465,854 | $1,335,549 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 |
Marcellus | Marcellus | Northeast Segment | Northeast Segment | Northeast Segment | Southwest Segment | Southwest Segment | |||
Changes in goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross goodwill beginning of the period | $170,879 | $96,623 | ' | $74,256 | $62,445 | $62,445 | $62,445 | $34,178 | $34,178 |
Acquisition | 2,682 | 74,256 | 74,256 | ' | ' | ' | ' | 2,682 | ' |
Gross goodwill end of the period | 173,561 | 170,879 | 74,256 | 74,256 | 62,445 | 62,445 | 62,445 | 36,860 | 34,178 |
Cumulative impairment | -28,705 | ' | ' | ' | ' | ' | ' | -28,705 | ' |
Balance at the end of the period | $144,856 | $142,174 | ' | $74,256 | $62,445 | ' | ' | $8,155 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible assets | ' | ' |
Gross | $1,160,524 | $1,076,571 |
Accumulated Amortization | -285,732 | -221,416 |
Net | 874,792 | 855,155 |
Estimated amortization expense | ' | ' |
2014 | 63,908 | ' |
2015 | 63,908 | ' |
2016 | 63,908 | ' |
2017 | 63,908 | ' |
2018 | 63,908 | ' |
Thereafter | 555,252 | ' |
Total estimated amortization expense | 874,792 | 855,155 |
Marcellus | ' | ' |
Intangible assets | ' | ' |
Gross | 304,708 | 304,708 |
Accumulated Amortization | -26,382 | -9,380 |
Net | 278,326 | 295,328 |
Useful Life | '19 years | ' |
Northeast Segment | ' | ' |
Intangible assets | ' | ' |
Gross | 102,473 | 102,473 |
Accumulated Amortization | -48,402 | -38,719 |
Net | 54,071 | 63,754 |
Useful Life | '12 years | ' |
Southwest Segment | ' | ' |
Intangible assets | ' | ' |
Gross | 753,343 | 669,390 |
Accumulated Amortization | -210,948 | -173,317 |
Net | $542,395 | $496,073 |
Southwest Segment | Maximum | ' | ' |
Intangible assets | ' | ' |
Useful Life | '25 years | ' |
Southwest Segment | Minimum | ' | ' |
Intangible assets | ' | ' |
Useful Life | '10 years | ' |
Accrued_Liabilities_and_Other_2
Accrued Liabilities and Other Long-Term Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Accrued liabilities | ' | ' | ' |
Accrued property, plant and equipment | $324,641 | $276,402 | ' |
Interest | 52,683 | 38,647 | ' |
Product and operations | 24,505 | 33,501 | ' |
Taxes (other than income tax) | 11,528 | 10,168 | ' |
Employee compensation | 11,377 | 15,356 | ' |
Other | 13,113 | 16,104 | ' |
Total accrued liabilities | 437,847 | 390,178 | ' |
Other long-term liabilities | ' | ' | ' |
SMR liability | 87,113 | 89,592 | ' |
Deferred revenue | 55,621 | 33,139 | ' |
Asset retirement obligation | 9,996 | 8,469 | 6,745 |
Other | 3,770 | 3,061 | ' |
Total other long-term liabilities | $156,500 | $134,261 | ' |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of the changes in the asset retirement obligation | ' | ' | ' |
Beginning asset retirement obligation | $8,469 | $6,745 | ' |
Liabilities incurred | 799 | 1,052 | ' |
Disposals | -96 | ' | ' |
Accretion expense | 824 | 672 | 1,185 |
Ending asset retirement obligation | 9,996 | 8,469 | 6,745 |
Assets legally restricted for purposes of settling asset retirement obligations | $0 | $0 | $0 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 02, 2015 | Jan. 02, 2015 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | 31-May-08 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2011 | Apr. 30, 2008 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 10, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 24, 2011 | Nov. 03, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 10, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | |
Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Senior Notes | Senior Notes | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | 2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | 2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | 2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | 2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 2023A Senior Notes, 5.5% interest, issued August 2012 and due February 2023 | 2023A Senior Notes, 5.5% interest, issued August 2012 and due February 2023 | 2023A Senior Notes, 5.5% interest, issued August 2012 and due February 2023 | 2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 2016 Senior Notes | 2016 and 2018 Senior Notes | ||||
Minimum | Maximum | LIBO Rate Loans | LIBO Rate Loans | LIBO Rate Loans | Alternate Base Rate Loans | Alternate Base Rate Loans | Prime rate | Federal Funds rate | One month LIBOR | ||||||||||||||||||||||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of discounts | $3,023,071,000 | $2,523,051,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $81,003,000 | ' | ' | ' | ' | $500,000,000 | $500,000,000 | ' | ' | $324,526,000 | $499,174,000 | ' | ' | ' | $455,000,000 | $700,000,000 | ' | $743,545,000 | $742,874,000 | ' | $1,000,000,000 | ' | ' |
Debt instrument, stated interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | 8.75% | ' | ' | ' | ' | 6.75% | 6.75% | ' | ' | 6.50% | 6.50% | ' | ' | ' | 6.25% | 6.25% | ' | 5.50% | 5.50% | ' | 4.50% | ' | ' |
Applicable interest rate (as a percent) | ' | ' | ' | ' | 4.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, discounts | 6,929,000 | 8,061,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 109,000 | ' | ' | ' | ' | ' | ' | ' | ' | 474,000 | 826,000 | ' | ' | ' | ' | ' | ' | 6,455,000 | 7,126,000 | ' | ' | ' | ' |
Credit facility current lending capacity | ' | ' | ' | 1,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accordion option to increase borrowing capacity under the Credit Facility | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of debt instrument | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | 14,046,000 | 14,720,000 | 20,163,000 | ' | 0 | 2,500,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of variable interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | 'Prime Rate | 'Federal Funds Rate | 'One month LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Spread on variable rate basis (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | 0.75% | 1.75% | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit maximum borrowing capacity | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term swingline loan maximum borrowing capacity | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Coverage Ratio | ' | ' | ' | ' | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Leverage Ratio | ' | ' | ' | ' | 5.5 | ' | ' | 5.25 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding amount | ' | ' | ' | ' | 11,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility remaining borrowing capacity | ' | ' | ' | ' | 1,188,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available for borrowing based on financial covenant requirements | ' | ' | ' | ' | 704,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | 400,000,000 | 500,000,000 | ' | ' | 200,000,000 | ' | ' | ' | 300,000,000 | 700,000,000 | ' | ' | ' | 750,000,000 | ' | ' | 1,000,000,000 | ' | ' | ' |
Debt redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 419,000,000 | ' | ' | 253,300,000 | 165,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,000,000 | ' |
Issue price as percentage of par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 488,500,000 | ' | ' | ' | ' | ' | ' | 490,300,000 | ' | ' | 492,400,000 | ' | ' | ' | ' | 688,500,000 | ' | ' | ' | 730,200,000 | ' | ' | 986,000,000 | ' | ' | ' |
Payments of long-term debt | 501,112,000 | ' | 693,888,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | 245,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | 245,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-tax loss on repurchase of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,000,000 |
Non-cash write-off of the unamortized discount and deferred finance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 |
Payments of premiums on redemption of long-term debt | -31,516,000 | ' | -71,377,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | 31,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of premiums and third-party expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,400,000 |
Minimum principal payments during the next five years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Details
Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Nov. 19, 2012 | Aug. 17, 2012 | 14-May-12 | Mar. 16, 2012 | Jan. 13, 2012 | Dec. 19, 2011 | Oct. 13, 2011 | Jul. 13, 2011 | Jan. 14, 2011 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 02, 2014 | Jul. 02, 2013 | Dec. 31, 2013 |
November 2012 ATM | November 2012 ATM | November 2012 ATM | August 2013 ATM | September 2013 ATM | Common Units | Common Units | Common Units | Common Units | Common Units | Class B Units | Class B Units | Class B Units | Class B Units | Maximum | |||||||||||||||||||||||||
August 2013 ATM | September 2013 ATM | M & R | M & R | ||||||||||||||||||||||||||||||||||||
anniversary | |||||||||||||||||||||||||||||||||||||||
installment | |||||||||||||||||||||||||||||||||||||||
Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period after the end of each quarter within which available cash is distributed to unitholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days |
Period for which cash reserves are created for distribution to unitholders and the general partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year |
Equity Offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of units in public equity offerings, net of offering costs (in units) | 9,800 | 6,900 | 8,000 | 6,800 | 700 | 10,000 | 5,800 | 4,000 | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,400 | 9,300 | 100 | 5,900 | 10,900 | 26,115 | 32,308 | 23,225 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from public equity offerings, net | $437,000,000 | $338,000,000 | $427,000,000 | $388,000,000 | $38,000,000 | $521,000,000 | $251,000,000 | $185,000,000 | $138,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,698,066,000 | $1,634,081,000 | $1,095,488,000 | $590,000,000 | $584,000,000 | $6,000,000 | $396,000,000 | $718,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount of limited partner interests that can be sold through the Manager | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000,000 | ' | ' | ' | ' | ' | ' | ' | $400,000,000 | $1,000,000,000 | ' | ' | ' | ' | ' |
Common units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,766 | 127,494 | ' | ' | ' | 15,964 | 19,954 | ' | 4,000 | ' |
Conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Number of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
Number of anniversaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Distributions of Available Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution per common unit (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.86 | $0.85 | $0.84 | $0.83 | $0.82 | $0.81 | $0.80 | $0.79 | $0.76 | $0.73 | $0.70 | $0.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies | ' | ' | ' |
Annual expense under non-cancellable operating lease agreements and long-term propane storage agreement | $25,800,000 | $20,800,000 | $15,000,000 |
Minimum future payments under non-cancellable operating lease agreements and long-term propane storage agreement | ' | ' | ' |
2014 | 20,557,000 | ' | ' |
2015 | 17,014,000 | ' | ' |
2016 | 15,144,000 | ' | ' |
2017 | 14,534,000 | ' | ' |
2018 | 11,405,000 | ' | ' |
2019 and thereafter | 62,552,000 | ' | ' |
Total | 141,206,000 | ' | ' |
SMR Product Supply Agreement, Future Minimum Payments, Net Minimum Payments | ' | ' | ' |
2014 | 17,412,000 | ' | ' |
2015 | 17,412,000 | ' | ' |
2016 | 17,412,000 | ' | ' |
2017 | 17,412,000 | ' | ' |
2018 | 17,412,000 | ' | ' |
2019 and thereafter | 195,205,000 | ' | ' |
Total minimum payments | 282,265,000 | ' | ' |
Less: Services element | -107,974,000 | ' | ' |
Less: Interest | -84,699,000 | ' | ' |
Total SMR liability | 89,592,000 | ' | ' |
Less: Current portion of SMR Liability | -2,479,000 | ' | ' |
Long-term portion of SMR Liability | $87,113,000 | $89,592,000 | ' |
Lease_Operations_Details
Lease Operations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Lease Operations | ' | ' | ' |
Revenue from lease arrangements | $122,900,000 | $84,000,000 | $67,400,000 |
Contingent lease payments received | 16,900,000 | 15,200,000 | ' |
Minimum future rentals on the non-cancellable operating leases | ' | ' | ' |
2014 | 111,739,000 | ' | ' |
2015 | 110,025,000 | ' | ' |
2016 | 110,445,000 | ' | ' |
2017 | 110,445,000 | ' | ' |
2018 | 110,445,000 | ' | ' |
2019 and thereafter | 504,779,000 | ' | ' |
Total minimum future rentals | 1,057,878,000 | ' | ' |
Investment in assets held for operating lease by major classes | ' | ' | ' |
Property, plant and equipment | 1,248,454,000 | 1,064,439,000 | ' |
Less: accumulated depreciation | -130,041,000 | -78,343,000 | ' |
Total property, plant and equipment, net | 1,118,413,000 | 986,096,000 | ' |
Natural gas gathering and NGL transportation pipelines and facilities | ' | ' | ' |
Investment in assets held for operating lease by major classes | ' | ' | ' |
Property, plant and equipment | 755,136,000 | 737,500,000 | ' |
Natural gas processing facilities | ' | ' | ' |
Investment in assets held for operating lease by major classes | ' | ' | ' |
Property, plant and equipment | 374,312,000 | 123,076,000 | ' |
Construction in progress | ' | ' | ' |
Investment in assets held for operating lease by major classes | ' | ' | ' |
Property, plant and equipment | $119,006,000 | $203,863,000 | ' |
Incentive_Compensation_Plans_D
Incentive Compensation Plans (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2012 | Jan. 31, 2011 | |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Total compensation expense | ' | $16,359,000 | $14,656,000 | $13,925,000 | ' | ' |
Cash paid for taxes related to vesting of share-based payment awards related to tax withholding for share-based compensation | ' | 5,210,000 | 8,067,000 | 6,354,000 | ' | ' |
Phantom units | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Total compensation expense | ' | 16,282,000 | 14,615,000 | 13,479,000 | ' | ' |
Distribution equivalent rights | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Total compensation expense | ' | 77,000 | 41,000 | 446,000 | ' | ' |
2008 LTIP | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Total compensation expense not yet recognized | ' | 15,400,000 | ' | ' | ' | ' |
Unrecognized compensation costs on unvested awards, weighted average period of recognition | ' | '10 months 24 days | ' | ' | ' | ' |
Common units provided for issuance to employees and affiliates as share-based payment awards | ' | 3,700,000 | ' | ' | ' | ' |
2008 LTIP | Phantom units | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Vesting period of share-based awards | ' | '3 years | ' | ' | ' | ' |
Cash paid for taxes related to vesting of share-based payment awards related to tax withholding for share-based compensation | ' | 5,200,000 | 8,100,000 | 6,000,000 | ' | ' |
Proceeds from issuance of phantom units | ' | 0 | ' | ' | ' | ' |
Number of phantom units redeemed for cash that were vested | ' | 0 | ' | ' | ' | ' |
Unit activity | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in units) | ' | 687,576 | ' | ' | ' | ' |
Granted (in units) | ' | 342,489 | ' | ' | ' | ' |
Vested (in units) | ' | -260,113 | ' | ' | ' | ' |
Forfeited (in units) | ' | -12,443 | ' | ' | ' | ' |
Unvested at the end of the period (in units) | ' | 757,509 | 687,576 | ' | ' | ' |
Weighted-average Grant-date Fair Value | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in dollars per unit) | ' | $45.79 | ' | ' | ' | ' |
Granted (in dollars per unit) | ' | $57.48 | ' | ' | ' | ' |
Vested (in dollars per unit) | ' | $38.78 | ' | ' | ' | ' |
Forfeited (in dollars per unit) | ' | $53.38 | ' | ' | ' | ' |
Unvested at the end of the period (in dollars per unit) | ' | $53.36 | $45.79 | ' | ' | ' |
Other Award Information | ' | ' | ' | ' | ' | ' |
Total fair value of phantom units vested during the period | ' | 10,100,000 | 10,400,000 | 10,700,000 | ' | ' |
Total intrinsic value of phantom units vested during the period | ' | 10,100,000 | 10,400,000 | 10,700,000 | ' | ' |
2008 LTIP | TSR Performance Units | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Total compensation expense | ' | 0 | 2,200,000 | 4,800,000 | ' | ' |
Performance period used in computation of total unitholder return | ' | '3 years | ' | ' | ' | ' |
Number of units that vested based on actual performance with regards to the market criteria | ' | ' | ' | ' | 141,000 | 141,000 |
Number of units that vested based on actual performance with regards to the market criteria and performance criteria | ' | ' | ' | ' | 35,250 | 35,250 |
Unit activity | ' | ' | ' | ' | ' | ' |
Granted (in units) | 282,000 | ' | ' | ' | ' | ' |
Other Award Information | ' | ' | ' | ' | ' | ' |
Total fair value of phantom units vested during the period | ' | 0 | 6,500,000 | 4,900,000 | ' | ' |
Total intrinsic value of phantom units vested during the period | ' | 0 | 6,500,000 | 4,900,000 | ' | ' |
2002 LTIP Plan | Phantom units | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plans | ' | ' | ' | ' | ' | ' |
Vesting period of share-based awards | ' | '3 years | ' | ' | ' | ' |
Cash paid for taxes related to vesting of share-based payment awards related to tax withholding for share-based compensation | ' | ' | ' | 400,000 | ' | ' |
Proceeds from issuance of phantom units | ' | 0 | ' | ' | ' | ' |
Number of phantom units redeemed for cash that were vested | ' | 0 | ' | ' | ' | ' |
Other Award Information | ' | ' | ' | ' | ' | ' |
Total fair value of phantom units vested during the period | ' | ' | ' | 1,000,000 | ' | ' |
Total intrinsic value of phantom units vested during the period | ' | ' | ' | $1,000,000 | ' | ' |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Benefit Plan | ' | ' | ' |
Employer matching contribution expense related to defined contribution benefit plan | $4.20 | $3.20 | $2.70 |
Income_Tax_Details
Income Tax (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current income tax (benefit) expense: | ' | ' | ' |
Federal | ($11,078,000) | ($2,964,000) | $15,039,000 |
State | -130,000 | 598,000 | 2,539,000 |
Total current | -11,208,000 | -2,366,000 | 17,578,000 |
Deferred income tax expense (benefit): | ' | ' | ' |
Federal | 24,382,000 | 38,531,000 | -4,732,000 |
State | -505,000 | 2,163,000 | 803,000 |
Total deferred | 23,877,000 | 40,694,000 | -3,929,000 |
Total provision for income tax | 12,669,000 | 38,328,000 | 13,649,000 |
Income Tax | ' | ' | ' |
Income before provision for income tax | 53,114,000 | 255,293,000 | 118,449,000 |
Federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Federal income tax at statutory rate | 10,901,000 | 25,967,000 | 1,335,000 |
Permanent items | 40,000 | 28,000 | 36,000 |
State income taxes, net of federal benefit | -690,000 | 2,377,000 | 2,844,000 |
Current year change in valuation allowance | ' | -5,000 | -64,000 |
Prior period adjustments and tax rate changes | -147,000 | -2,517,000 | 163,000 |
Provision on income from Class A units | 2,617,000 | 12,412,000 | 9,323,000 |
Other | -52,000 | 66,000 | 12,000 |
Total provision for income tax | 12,669,000 | 38,328,000 | 13,649,000 |
Oldest open tax year | '2009 | ' | ' |
Liability for uncertain tax positions | 0 | 0 | 0 |
Current deferred tax assets: | ' | ' | ' |
Accruals and reserves | 221,000 | 98,000 | ' |
Derivative instruments | 4,845,000 | 5,183,000 | ' |
Net operating loss carryforward | 18,134,000 | ' | ' |
Capital loss carryforward | 904,000 | ' | ' |
State tax credit | 74,000 | ' | ' |
Current deferred tax assets | 24,178,000 | 5,281,000 | ' |
Valuation allowance | -978,000 | ' | ' |
Deferred income taxes | 23,200,000 | 5,281,000 | ' |
Long-term deferred tax assets: | ' | ' | ' |
Accruals and reserves | 329,000 | 113,000 | ' |
Derivative instruments | 10,102,000 | 9,915,000 | ' |
Phantom unit compensation | 3,328,000 | 2,624,000 | ' |
Capital loss carryforward | ' | 904,000 | ' |
Net operating loss carryforward | 9,283,000 | 1,000 | ' |
Long-term deferred tax assets | 23,042,000 | 13,557,000 | ' |
Valuation allowance | ' | -904,000 | ' |
Net long-term deferred tax assets | 23,042,000 | 12,653,000 | ' |
Long-term deferred tax liabilities: | ' | ' | ' |
Property, plant and equipment and intangibles | -4,755,000 | -3,861,000 | ' |
Investment in affiliated groups | -305,853,000 | -198,220,000 | ' |
Long-term deferred tax liabilities | -310,608,000 | -202,081,000 | ' |
Long-term subtotal | -287,566,000 | -189,428,000 | ' |
Net deferred tax liability | -264,366,000 | -184,147,000 | ' |
Federal | ' | ' | ' |
Income Tax | ' | ' | ' |
NOL carryforwards expiration period | '20 years | ' | ' |
State | Minimum | ' | ' | ' |
Income Tax | ' | ' | ' |
NOL carryforwards expiration period | '5 years | ' | ' |
State | Maximum | ' | ' | ' |
Income Tax | ' | ' | ' |
NOL carryforwards expiration period | '20 years | ' | ' |
Corporation | ' | ' | ' |
Deferred income tax expense (benefit): | ' | ' | ' |
Total provision for income tax | 12,630,000 | 36,639,000 | 10,907,000 |
Income Tax | ' | ' | ' |
Income before provision for income tax | 31,145,000 | 74,192,000 | 3,813,000 |
Federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Federal income tax at statutory rate | 10,901,000 | 25,967,000 | 1,335,000 |
Permanent items | 40,000 | 28,000 | 36,000 |
State income taxes, net of federal benefit | -729,000 | 688,000 | 102,000 |
Current year change in valuation allowance | ' | -5,000 | -64,000 |
Prior period adjustments and tax rate changes | -147,000 | -2,517,000 | 163,000 |
Provision on income from Class A units | 2,617,000 | 12,412,000 | 9,323,000 |
Other | -52,000 | 66,000 | 12,000 |
Total provision for income tax | 12,630,000 | 36,639,000 | 10,907,000 |
Amount of tax deductions related to equity compensation in excess of compensation | 600,000 | ' | ' |
Valuation allowance as a percentage of long-term deferred tax asset attributable to capital loss carryforwards or state tax credit | 100.00% | ' | ' |
Corporation | Federal | ' | ' | ' |
Income Tax | ' | ' | ' |
Net operating loss carryforwards | 26,500,000 | ' | ' |
Corporation | State | ' | ' | ' |
Income Tax | ' | ' | ' |
Net operating loss carryforwards | 1,500,000 | ' | ' |
Partnership | ' | ' | ' |
Deferred income tax expense (benefit): | ' | ' | ' |
Total provision for income tax | 39,000 | 1,689,000 | 2,742,000 |
Income Tax | ' | ' | ' |
Income before provision for income tax | 42,131,000 | 178,817,000 | 122,642,000 |
Federal statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
State income taxes, net of federal benefit | 39,000 | 1,689,000 | 2,742,000 |
Total provision for income tax | 39,000 | 1,689,000 | 2,742,000 |
Eliminations | ' | ' | ' |
Income Tax | ' | ' | ' |
Income before provision for income tax | ($20,162,000) | $2,284,000 | ($8,006,000) |
Federal statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
Earnings_Per_Common_Unit_Detai
Earnings Per Common Unit (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Common Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | $38,077 | $220,402 | $60,695 |
Less: Income allocable to phantom units | ' | ' | ' | ' | ' | ' | ' | ' | -2,342 | -2,142 | -1,749 |
Income available for common unitholders-basic | ' | ' | ' | ' | ' | ' | ' | ' | 35,735 | 218,260 | 58,946 |
Add: Income allocable to phantom units and DER expense | ' | ' | ' | ' | ' | ' | ' | ' | 2,419 | 2,183 | ' |
Income available for common unitholders-diluted | ' | ' | ' | ' | ' | ' | ' | ' | 38,154 | 220,443 | 58,946 |
Weighted average common units outstanding-basic (in units) | ' | ' | ' | ' | ' | ' | ' | ' | 138,409 | 109,979 | 78,466 |
Potential common units (Class B and phantom units) | ' | ' | ' | ' | ' | ' | ' | ' | 22,034 | 20,669 | 153 |
Weighted average common units outstanding-diluted (in units) | ' | ' | ' | ' | ' | ' | ' | ' | 160,443 | 130,648 | 78,619 |
Net income attributable to the Partnership's common unitholders per common unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per unit) | ($0.05) | ($0.17) | $0.63 | ($0.12) | $0.26 | ($0.13) | $1.74 | $0.16 | $0.26 | $1.98 | $0.75 |
Diluted (in dollars per unit) | ($0.05) | ($0.17) | $0.55 | ($0.12) | $0.22 | ($0.13) | $1.47 | $0.14 | $0.24 | $1.69 | $0.75 |
Class B Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings Per Common Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 |
Net income attributable to the Partnership's common unitholders per common unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 |
Diluted (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $1,687,085 | $1,383,279 | $1,522,592 |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | -691,165 | -530,328 | -682,370 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -291,069 | -206,861 | -171,497 |
Income from operations | 34,495 | 7,763 | 140,022 | 63,663 | 61,450 | 8,593 | 257,741 | 50,492 | 245,943 | 378,276 | 315,466 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 3,046,956 | 1,950,324 | 550,839 |
Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,693,267 | 1,389,214 | 1,536,539 |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | -691,165 | -530,328 | -682,370 |
Net operating margin | ' | ' | ' | ' | ' | ' | ' | ' | 1,002,102 | 858,886 | 854,169 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -299,399 | -216,590 | -180,467 |
Portion of operating loss (income) attributable to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | 3,478 | 1,183 | -63,907 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 706,181 | 643,479 | 609,795 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 3,035,889 | 1,945,323 | 545,749 |
Unallocated Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 11,067 | 5,001 | 5,090 |
Marcellus | Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 527,073 | 319,867 | 248,949 |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | -100,262 | -74,024 | -83,847 |
Net operating margin | ' | ' | ' | ' | ' | ' | ' | ' | 426,811 | 245,843 | 165,102 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -108,781 | -65,825 | -34,913 |
Portion of operating loss (income) attributable to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -63,731 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 318,030 | 180,018 | 66,458 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 1,613,580 | 1,458,323 | 388,850 |
Utica Segment | Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 26,442 | 571 | ' |
Net operating margin | ' | ' | ' | ' | ' | ' | ' | ' | 26,442 | 571 | ' |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -35,081 | -3,968 | ' |
Portion of operating loss (income) attributable to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | 3,499 | 1,359 | ' |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -5,140 | -2,038 | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 1,242,158 | 233,018 | ' |
Northeast Segment | Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 204,326 | 225,818 | 268,884 |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | -65,192 | -68,402 | -91,612 |
Net operating margin | ' | ' | ' | ' | ' | ' | ' | ' | 139,134 | 157,416 | 177,272 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -28,425 | -24,106 | -27,126 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 110,709 | 133,310 | 150,146 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 4,586 | 84,542 | 51,280 |
Southwest Segment | Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 935,426 | 842,958 | 1,018,706 |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | -525,711 | -387,902 | -506,911 |
Net operating margin | ' | ' | ' | ' | ' | ' | ' | ' | 409,715 | 455,056 | 511,795 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -127,112 | -122,691 | -118,428 |
Portion of operating loss (income) attributable to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | -21 | -176 | -176 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 282,582 | 332,189 | 393,191 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | $175,565 | $169,440 | $105,619 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $1,687,085 | $1,383,279 | $1,522,592 |
Derivative (loss) gain not allocated to segments | ' | ' | ' | ' | ' | ' | ' | ' | -24,638 | 56,535 | -29,035 |
Total revenue | 453,538 | 420,516 | 415,120 | 373,273 | 369,153 | 280,576 | 442,822 | 347,263 | 1,662,447 | 1,439,814 | 1,493,557 |
Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,693,267 | 1,389,214 | 1,536,539 |
Unallocated Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative (loss) gain not allocated to segments | ' | ' | ' | ' | ' | ' | ' | ' | -24,638 | 56,535 | -29,035 |
Revenue deferral adjustment and other | ' | ' | ' | ' | ' | ' | ' | ' | ($6,182) | ($5,935) | ($13,947) |
Segment_Information_Details_3
Segment Information (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from operations | $34,495 | $7,763 | $140,022 | $63,663 | $61,450 | $8,593 | $257,741 | $50,492 | $245,943 | $378,276 | $315,466 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | -101,549 | -93,444 | -80,441 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | -299,884 | -183,250 | -143,704 |
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | -64,644 | -53,320 | -43,617 |
(Gain) loss on disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 33,763 | -6,254 | -8,797 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | -824 | -672 | -1,185 |
Earnings from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 1,422 | 2,328 | 158 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | 262 | 419 | 422 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -151,851 | -120,191 | -113,631 |
Amortization of deferred financing costs and discount (a component of interest expense) | ' | ' | ' | ' | ' | ' | ' | ' | -6,726 | -5,601 | -5,114 |
Loss on redemption of debt | ' | ' | ' | 38,500 | ' | ' | ' | ' | -38,455 | ' | -78,996 |
Miscellaneous income, net | ' | ' | ' | ' | ' | ' | ' | ' | 2,519 | 62 | 144 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 53,114 | 255,293 | 118,449 |
Total segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 706,181 | 643,479 | 609,795 |
Portion of operating income attributable to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | -3,478 | -1,183 | 63,907 |
Unallocated Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative (loss) gain not allocated to segments | ' | ' | ' | ' | ' | ' | ' | ' | -25,770 | 69,126 | -75,515 |
Revenue deferral adjustment and other | ' | ' | ' | ' | ' | ' | ' | ' | -6,182 | -5,935 | -13,947 |
Compensation expense included in facility expenses not allocated to segments | ' | ' | ' | ' | ' | ' | ' | ' | -2,421 | -1,022 | -1,781 |
Facility expenses adjustments | ' | ' | ' | ' | ' | ' | ' | ' | 10,751 | 10,751 | 10,751 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | -101,549 | -93,444 | -80,441 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | -299,884 | -183,250 | -143,704 |
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | -64,644 | -53,320 | -43,617 |
(Gain) loss on disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 33,763 | -6,254 | -8,797 |
Accretion of asset retirement obligations | ' | ' | ' | ' | ' | ' | ' | ' | -824 | -672 | -1,185 |
Earnings from unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 1,422 | 2,328 | 158 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | 262 | 419 | 422 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -151,851 | -120,191 | -113,631 |
Amortization of deferred financing costs and discount (a component of interest expense) | ' | ' | ' | ' | ' | ' | ' | ' | -6,726 | -5,601 | -5,114 |
Loss on redemption of debt | ' | ' | ' | ' | ' | ' | ' | ' | -38,455 | ' | -78,996 |
Miscellaneous income, net | ' | ' | ' | ' | ' | ' | ' | ' | $2,519 | $62 | $144 |
Segment_Information_Details_4
Segment Information (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment information | ' | ' | ' |
Management fee revenues unconsolidated affiliate | $1,000,000 | $1,500,000 | $1,400,000 |
Southwest Segment | ' | ' | ' |
Segment information | ' | ' | ' |
Revenue deferral adjustment | 800,000 | 800,000 | 7,200,000 |
Northeast Segment | ' | ' | ' |
Segment information | ' | ' | ' |
Revenue deferral adjustment | $6,400,000 | $6,600,000 | $8,200,000 |
Segment_Information_Details_5
Segment Information (Details 5) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Segment Assets | ' | ' | ' | ' |
Certain cash and cash equivalents | $85,305 | $345,756 | $114,332 | $64,537 |
Fair value of derivatives | 11,962 | 30,382 | ' | ' |
Investment in unconsolidated affiliates | 75,627 | 63,054 | ' | ' |
Total assets | 9,396,423 | 6,728,362 | ' | ' |
Total segments | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Total assets | 9,137,935 | 6,276,468 | ' | ' |
Unallocated Segment | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Certain cash and cash equivalents | 63,086 | 261,473 | ' | ' |
Fair value of derivatives | 11,962 | 30,382 | ' | ' |
Investment in unconsolidated affiliates | 75,627 | 63,054 | ' | ' |
Other | 107,813 | 96,985 | ' | ' |
Marcellus | Total segments | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Total assets | 4,529,028 | 3,172,144 | ' | ' |
Utica Segment | Total segments | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Total assets | 1,646,995 | 439,987 | ' | ' |
Northeast Segment | Total segments | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Total assets | 572,855 | 578,122 | ' | ' |
Southwest Segment | Total segments | ' | ' | ' | ' |
Segment Assets | ' | ' | ' | ' |
Total assets | $2,389,057 | $2,086,215 | ' | ' |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Financial Information (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Supplemental Condensed Consolidating Financial Information | ' | ' | ' | ' |
Ownership of the Partnership in its guarantor subsidiaries (as a percent) | 100.00% | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $85,305 | $345,756 | $114,332 | $64,537 |
Restricted cash | 10,000 | 25,500 | ' | ' |
Receivables and other current assets | 407,738 | 262,762 | ' | ' |
Fair value of derivative instruments | 11,457 | 19,504 | ' | ' |
Total current assets | 514,500 | 653,522 | ' | ' |
Total property, plant and equipment, net | 7,693,169 | 4,939,618 | ' | ' |
Other long-term assets: | ' | ' | ' | ' |
Restricted cash | 10,000 | 10,000 | ' | ' |
Investment in unconsolidated affiliates | 75,627 | 63,054 | ' | ' |
Intangibles, net of accumulated amortization | 874,792 | 855,155 | ' | ' |
Fair value of derivative instruments | 505 | 10,878 | ' | ' |
Other long-term assets | 227,830 | 196,135 | ' | ' |
Total assets | 9,396,423 | 6,728,362 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Fair value of derivative instruments | 28,838 | 27,229 | ' | ' |
Other current liabilities | 838,935 | 710,805 | ' | ' |
Total current liabilities | 867,773 | 738,034 | ' | ' |
Deferred income taxes | 287,566 | 189,428 | ' | ' |
Fair value of derivative instruments | 27,763 | 32,190 | ' | ' |
Long-term debt, net of discounts | 3,023,071 | 2,523,051 | ' | ' |
Other long-term liabilities | 156,500 | 134,261 | ' | ' |
Redeemable non-controlling interest | 235,617 | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Non-controlling interest in consolidated subsidiaries | 719,813 | 261,463 | ' | ' |
Total equity | 4,798,133 | 3,111,398 | 1,395,242 | 1,350,294 |
Total liabilities and equity | 9,396,423 | 6,728,362 | ' | ' |
Common Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 3,476,295 | 2,097,404 | ' | ' |
Total equity | 3,476,295 | 2,097,404 | 642,522 | 957,452 |
Class B Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 602,025 | 752,531 | ' | ' |
Total equity | 602,025 | 752,531 | 752,531 | ' |
Reportable legal entities | Parent | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 224 | 210,015 | 22 | ' |
Receivables and other current assets | 6,248 | 9,191 | ' | ' |
Intercompany receivables | 1,194,955 | 812,562 | ' | ' |
Total current assets | 1,201,427 | 1,031,768 | ' | ' |
Total property, plant and equipment, net | 5,379 | 3,542 | ' | ' |
Other long-term assets: | ' | ' | ' | ' |
Investment in consolidated affiliates | 5,741,374 | 4,104,473 | ' | ' |
Intercompany notes receivable | 151,200 | 225,000 | ' | ' |
Other long-term assets | 52,338 | 50,866 | ' | ' |
Total assets | 7,151,718 | 5,415,649 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Intercompany payables | ' | 461 | ' | ' |
Other current liabilities | 58,110 | 42,301 | ' | ' |
Total current liabilities | 58,110 | 42,762 | ' | ' |
Deferred income taxes | 3,407 | 2,906 | ' | ' |
Long-term debt, net of discounts | 3,023,071 | 2,523,051 | ' | ' |
Other long-term liabilities | 3,745 | 2,959 | ' | ' |
Equity: | ' | ' | ' | ' |
Total equity | 4,063,385 | 2,843,971 | ' | ' |
Total liabilities and equity | 7,151,718 | 5,415,649 | ' | ' |
Reportable legal entities | Parent | Common Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 3,461,360 | 2,091,440 | ' | ' |
Reportable legal entities | Parent | Class B Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 602,025 | 752,531 | ' | ' |
Reportable legal entities | Guarantor Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 79,363 | 102,979 | 99,580 | 63,850 |
Receivables and other current assets | 266,610 | 178,913 | ' | ' |
Intercompany receivables | 78,010 | 18,472 | ' | ' |
Fair value of derivative instruments | 10,444 | 18,389 | ' | ' |
Total current assets | 434,427 | 318,753 | ' | ' |
Total property, plant and equipment, net | 2,149,845 | 1,999,474 | ' | ' |
Other long-term assets: | ' | ' | ' | ' |
Investment in unconsolidated affiliates | 75,627 | 63,054 | ' | ' |
Investment in consolidated affiliates | 4,541,617 | 2,719,920 | ' | ' |
Intangibles, net of accumulated amortization | 595,995 | 559,320 | ' | ' |
Fair value of derivative instruments | 505 | 10,878 | ' | ' |
Other long-term assets | 92,276 | 70,009 | ' | ' |
Total assets | 7,890,292 | 5,741,408 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Intercompany payables | 1,315,707 | 839,543 | ' | ' |
Fair value of derivative instruments | 26,382 | 27,062 | ' | ' |
Other current liabilities | 199,146 | 197,934 | ' | ' |
Total current liabilities | 1,541,235 | 1,064,539 | ' | ' |
Deferred income taxes | 284,159 | 186,522 | ' | ' |
Long-term intercompany financing payable | 151,200 | 225,000 | ' | ' |
Fair value of derivative instruments | 27,763 | 32,190 | ' | ' |
Other long-term liabilities | 144,561 | 128,684 | ' | ' |
Equity: | ' | ' | ' | ' |
Total equity | 5,741,374 | 4,104,473 | ' | ' |
Total liabilities and equity | 7,890,292 | 5,741,408 | ' | ' |
Reportable legal entities | Guarantor Subsidiaries | Common Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 5,741,374 | 4,104,473 | ' | ' |
Reportable legal entities | Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 5,718 | 32,762 | 14,730 | 687 |
Restricted cash | 10,000 | 25,500 | ' | ' |
Receivables and other current assets | 134,880 | 74,658 | ' | ' |
Intercompany receivables | 125,115 | 32,656 | ' | ' |
Fair value of derivative instruments | 1,013 | 1,115 | ' | ' |
Total current assets | 276,726 | 166,691 | ' | ' |
Total property, plant and equipment, net | 5,622,602 | 3,032,121 | ' | ' |
Other long-term assets: | ' | ' | ' | ' |
Restricted cash | 10,000 | 10,000 | ' | ' |
Intangibles, net of accumulated amortization | 278,797 | 295,835 | ' | ' |
Other long-term assets | 83,216 | 75,260 | ' | ' |
Total assets | 6,271,341 | 3,579,907 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Intercompany payables | 82,373 | 23,686 | ' | ' |
Fair value of derivative instruments | 2,456 | 167 | ' | ' |
Other current liabilities | 583,810 | 472,462 | ' | ' |
Total current liabilities | 668,639 | 496,315 | ' | ' |
Long-term intercompany financing payable | 97,461 | 99,592 | ' | ' |
Other long-term liabilities | 8,194 | 2,618 | ' | ' |
Equity: | ' | ' | ' | ' |
Total equity | 5,497,047 | 2,981,382 | ' | ' |
Total liabilities and equity | 6,271,341 | 3,579,907 | ' | ' |
Reportable legal entities | Non-Guarantor Subsidiaries | Common Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | 5,497,047 | 2,981,382 | ' | ' |
Consolidating Adjustments | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Intercompany receivables | -1,398,080 | -863,690 | ' | ' |
Total current assets | -1,398,080 | -863,690 | ' | ' |
Total property, plant and equipment, net | -84,657 | -95,519 | ' | ' |
Other long-term assets: | ' | ' | ' | ' |
Investment in consolidated affiliates | -10,282,991 | -6,824,393 | ' | ' |
Intercompany notes receivable | -151,200 | -225,000 | ' | ' |
Total assets | -11,916,928 | -8,008,602 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Intercompany payables | -1,398,080 | -863,690 | ' | ' |
Other current liabilities | -2,131 | -1,892 | ' | ' |
Total current liabilities | -1,400,211 | -865,582 | ' | ' |
Long-term intercompany financing payable | -248,661 | -324,592 | ' | ' |
Redeemable non-controlling interest | 235,617 | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Non-controlling interest in consolidated subsidiaries | 719,813 | 261,463 | ' | ' |
Total equity | -10,503,673 | -6,818,428 | ' | ' |
Total liabilities and equity | -11,916,928 | -8,008,602 | ' | ' |
Consolidating Adjustments | Common Units | ' | ' | ' | ' |
Equity: | ' | ' | ' | ' |
Common units | ($11,223,486) | ($7,079,891) | ' | ' |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Financial Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $453,538 | $420,516 | $415,120 | $373,273 | $369,153 | $280,576 | $442,822 | $347,263 | $1,662,447 | $1,439,814 | $1,493,557 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | 689,428 | 516,366 | 735,330 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | 293,938 | 208,232 | 165,017 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 101,549 | 93,444 | 80,441 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 364,528 | 236,570 | 187,321 |
Other operating expenses (income) | ' | ' | ' | ' | ' | ' | ' | ' | -32,939 | 6,926 | 9,982 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 1,416,504 | 1,061,538 | 1,178,091 |
Income from operations | 34,495 | 7,763 | 140,022 | 63,663 | 61,450 | 8,593 | 257,741 | 50,492 | 245,943 | 378,276 | 315,466 |
Loss on redemption of debt | ' | ' | ' | 38,500 | ' | ' | ' | ' | -38,455 | ' | -78,996 |
Other expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -154,374 | -122,983 | -118,021 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 53,114 | 255,293 | 118,449 |
Provision for income tax (benefit) expense | ' | ' | ' | ' | ' | ' | ' | ' | -12,669 | -38,328 | -13,649 |
Net income | -3,895 | -20,027 | 85,498 | -21,131 | 29,923 | -15,265 | 186,533 | 15,774 | 40,445 | 216,965 | 104,800 |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -2,368 | 3,437 | -44,105 |
Net income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | 38,077 | 220,402 | 60,695 |
Reportable legal entities | Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 46,732 | 48,949 | 46,903 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 847 | 607 | 719 |
Other operating expenses (income) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 673 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 47,579 | 49,558 | 48,295 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -47,579 | -49,558 | -48,295 |
Earnings from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 276,995 | 366,460 | 288,870 |
Loss on redemption of debt | ' | ' | ' | ' | ' | ' | ' | ' | -38,455 | ' | -78,996 |
Other expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -161,975 | -118,563 | -91,612 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 28,986 | 198,339 | 69,967 |
Provision for income tax (benefit) expense | ' | ' | ' | ' | ' | ' | ' | ' | -39 | -1,689 | -2,742 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | 28,947 | 196,650 | 67,225 |
Net income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | 28,947 | 196,650 | 67,225 |
Reportable legal entities | Guarantor Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,161,145 | 1,125,368 | 1,241,442 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | 588,670 | 441,853 | 651,132 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | 148,492 | 137,261 | 128,612 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 29,855 | 19,069 | 31,015 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 183,610 | 164,858 | 151,362 |
Other operating expenses (income) | ' | ' | ' | ' | ' | ' | ' | ' | 4,907 | 4,341 | 9,030 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 955,534 | 767,382 | 971,151 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 205,611 | 357,986 | 270,291 |
Earnings from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | 110,763 | 66,114 | 43,172 |
Other expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -26,749 | -21,001 | -13,686 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 289,625 | 403,099 | 299,777 |
Provision for income tax (benefit) expense | ' | ' | ' | ' | ' | ' | ' | ' | -12,630 | -36,639 | -10,907 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | 276,995 | 366,460 | 288,870 |
Net income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | 276,995 | 366,460 | 288,870 |
Reportable legal entities | Non-Guarantor Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 550,181 | 324,738 | 252,115 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchased product costs | ' | ' | ' | ' | ' | ' | ' | ' | 100,758 | 74,513 | 84,198 |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | 146,649 | 71,138 | 36,405 |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 32,512 | 29,674 | 7,450 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 185,810 | 75,599 | 35,948 |
Other operating expenses (income) | ' | ' | ' | ' | ' | ' | ' | ' | -39,926 | 2,583 | 279 |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 425,803 | 253,507 | 164,280 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | 124,378 | 71,231 | 87,835 |
Other expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -11,247 | -8,554 | -558 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | 113,131 | 62,677 | 87,277 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | 113,131 | 62,677 | 87,277 |
Net income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | 113,131 | 62,677 | 87,277 |
Consolidating Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | -48,879 | -10,292 | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility expenses | ' | ' | ' | ' | ' | ' | ' | ' | -1,203 | -167 | ' |
Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | -7,550 | -4,248 | -4,927 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -5,739 | -4,494 | -708 |
Other operating expenses (income) | ' | ' | ' | ' | ' | ' | ' | ' | 2,080 | ' | ' |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | -12,412 | -8,909 | -5,635 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -36,467 | -1,383 | 5,635 |
Earnings from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | -387,758 | -432,574 | -332,042 |
Other expense, net | ' | ' | ' | ' | ' | ' | ' | ' | 45,597 | 25,135 | -12,165 |
Income before provision for income tax | ' | ' | ' | ' | ' | ' | ' | ' | -378,628 | -408,822 | -338,572 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | -378,628 | -408,822 | -338,572 |
Net income attributable to non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | -2,368 | 3,437 | -44,105 |
Net income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | ($380,996) | ($405,385) | ($382,677) |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Financial Information (Details 3) (USD $) | 0 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Nov. 19, 2012 | Aug. 17, 2012 | 14-May-12 | Mar. 16, 2012 | Jan. 13, 2012 | Dec. 19, 2011 | Oct. 13, 2011 | Jul. 13, 2011 | Jan. 14, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Condensed Consolidating Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | $435,650 | $492,013 | $410,403 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,500 | -9,497 | 2,006 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,046,956 | -1,950,324 | -550,839 |
Acquisition of business, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | -222,888 | -506,797 | -230,728 |
Investment in unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,521 | -6,066 | ' |
Proceeds from disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,303 | 596 | 3,450 |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,062,562 | -2,472,088 | -776,111 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from public equity offerings, net | 437,000 | 338,000 | 427,000 | 388,000 | 38,000 | 521,000 | 251,000 | 185,000 | 138,000 | 1,698,066 | 1,634,081 | 1,095,488 |
Proceeds from Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 511,100 | 1,182,200 |
Payments of Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -577,100 | -1,116,200 |
Proceeds from long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 742,613 | 1,199,000 |
Payments of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | -501,112 | ' | -693,888 |
Payments of premiums on redemption of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | -31,516 | ' | -71,377 |
Payments for debt issuance costs, deferred financing costs and registration costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14,046 | -14,720 | -20,163 |
Acquisition of non-controlling interest, including transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -997,601 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 685,219 | 264,781 | 126,392 |
Payments of SMR liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,241 | -2,058 | -1,875 |
Share-based payment activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,210 | -7,160 | -5,270 |
Payments of distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | -462,699 | -340,038 | -281,203 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,366,461 | 2,211,499 | 415,503 |
Net (decrease) increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | -260,451 | 231,424 | 49,795 |
Cash and cash equivalents at beginning of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 345,756 | 114,332 | 64,537 |
Cash and cash equivalents at end of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,305 | 345,756 | 114,332 |
Reportable legal entities | Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -178,266 | -154,328 | -126,782 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -789 | -138 | -789 |
Equity investments in consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -59,468 | -55,283 | -47,295 |
Distributions from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,548 | 75,431 | 50,718 |
Investment in intercompany notes, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,800 | -12,300 | -37,990 |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,091 | 7,710 | -35,356 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from public equity offerings, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,698,066 | 1,634,081 | 1,095,488 |
Proceeds from Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 511,100 | 1,182,200 |
Payments of Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -577,100 | -1,116,200 |
Proceeds from long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 742,613 | 1,199,000 |
Payments of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | -501,112 | ' | -693,888 |
Payments of premiums on redemption of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | -31,516 | ' | -71,377 |
Payments for debt issuance costs, deferred financing costs and registration costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14,046 | -14,720 | -20,163 |
Acquisition of non-controlling interest, including transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -997,601 |
Share-based payment activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,210 | -8,067 | -6,354 |
Payments of distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | -462,488 | -339,967 | -218,398 |
Intercompany advances, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,824,310 | -1,591,329 | -190,547 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -140,616 | 356,611 | 162,160 |
Net (decrease) increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | -209,791 | 209,993 | 22 |
Cash and cash equivalents at beginning of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210,015 | 22 | ' |
Cash and cash equivalents at end of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 224 | 210,015 | 22 |
Reportable legal entities | Guarantor Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 368,551 | 468,671 | 414,844 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -182,339 | -304,190 | -162,517 |
Equity investments in consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,200,000 | -1,880,279 | -252,367 |
Acquisition of business, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | -222,888 | ' | -230,728 |
Investment in unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -17,521 | -5,227 | ' |
Distributions from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 517,635 | 140,362 | 64,569 |
Proceeds from disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 757 | 1,732 | 606 |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,104,356 | -2,047,602 | -580,437 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds (payments) related to intercompany financing, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -73,800 | 12,300 | 14,990 |
Contributions from parent and affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,468 | 55,283 | 47,295 |
Payments of SMR liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,241 | -2,058 | -1,875 |
Share-based payment activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 907 | 1,084 |
Payments of distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | -95,548 | -75,431 | -50,718 |
Intercompany advances, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,824,310 | 1,591,329 | 190,547 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,712,189 | 1,582,330 | 201,323 |
Net (decrease) increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,616 | 3,399 | 35,730 |
Cash and cash equivalents at beginning of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102,979 | 99,580 | 63,850 |
Cash and cash equivalents at end of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,363 | 102,979 | 99,580 |
Reportable legal entities | Non-Guarantor Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 222,107 | 158,412 | 129,584 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,500 | -9,497 | 2,006 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,838,677 | -1,626,809 | -399,550 |
Acquisition of business, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -506,797 | ' |
Proceeds from disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 208,546 | 77 | 7,617 |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,614,631 | -2,143,026 | -389,927 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds (payments) related to intercompany financing, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,893 | -1,142 | 23,000 |
Contributions from parent and affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | 1,879,440 | 252,367 |
Contributions from non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 685,219 | 264,781 | 126,392 |
Payments of distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | -517,846 | -140,433 | -127,373 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,365,480 | 2,002,646 | 274,386 |
Net (decrease) increase in cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | -27,044 | 18,032 | 14,043 |
Cash and cash equivalents at beginning of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,762 | 14,730 | 687 |
Cash and cash equivalents at end of year | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,718 | 32,762 | 14,730 |
Consolidating Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Consolidating Statements of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used in) provided by operating activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,258 | 19,258 | -7,243 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | -25,151 | -19,187 | 12,017 |
Equity investments in consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,259,468 | 1,935,562 | 299,662 |
Investment in unconsolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -839 | ' |
Distributions from consolidated affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -613,183 | -215,793 | -115,287 |
Investment in intercompany notes, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -73,800 | 12,300 | 37,990 |
Proceeds from disposal of property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,213 | -4,773 |
Net cash flows used in investing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,547,334 | 1,710,830 | 229,609 |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds (payments) related to intercompany financing, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,693 | -11,158 | -37,990 |
Contributions from parent and affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,259,468 | -1,934,723 | -299,662 |
Payments of distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | 613,183 | 215,793 | 115,286 |
Net cash flows provided by financing activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($1,570,592) | ($1,730,088) | ($222,366) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash paid for interest, net of amounts capitalized | $137,815 | $109,001 | $112,780 |
Cash (received) paid for income taxes, net | -25,324 | 17,940 | 10,115 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Amounts payable for property, plant and equipment | 500,171 | 408,557 | 87,071 |
Interest capitalized on construction in progress | 35,053 | 26,061 | 1,121 |
Issuance of common units for vesting of share-based payment awards | 4,861 | 2,510 | 5,412 |
Issuance of Class B units for acquisition of non-controlling interest | ' | ' | 752,531 |
Class B Units | ' | ' | ' |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Conversion of Class B units to common units | $150,506 | ' | ' |
Valuation_and_Qualifying_Accou2
Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Doubtful Accounts | ' | ' | ' |
Activity in valuation and qualifying accounts | ' | ' | ' |
Balance at beginning of period | ' | $160 | $162 |
Other charges | ' | -1 | -2 |
Balance at end of period | 159 | 159 | 160 |
Deferred Tax Asset Valuation Allowance | ' | ' | ' |
Activity in valuation and qualifying accounts | ' | ' | ' |
Balance at beginning of period | 904 | 977 | 1,036 |
Charged to costs and expenses | 74 | -73 | -59 |
Balance at end of period | $978 | $904 | $977 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $453,538 | $420,516 | $415,120 | $373,273 | $369,153 | $280,576 | $442,822 | $347,263 | $1,662,447 | $1,439,814 | $1,493,557 |
Net (loss) income attributable to the Partnership's unitholders | -6,560 | -23,604 | 83,699 | -15,458 | 31,814 | -14,340 | 186,908 | 16,020 | ' | ' | ' |
Net (loss) income attributable to the Partnership's unitholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per unit) | ($0.05) | ($0.17) | $0.63 | ($0.12) | $0.26 | ($0.13) | $1.74 | $0.16 | $0.26 | $1.98 | $0.75 |
Diluted (in dollars per unit) | ($0.05) | ($0.17) | $0.55 | ($0.12) | $0.22 | ($0.13) | $1.47 | $0.14 | $0.24 | $1.69 | $0.75 |
Loss on redemption of debt | ' | ' | ' | 38,500 | ' | ' | ' | ' | -38,455 | ' | -78,996 |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,687,085 | 1,383,279 | 1,522,592 |
Income from operations | 34,495 | 7,763 | 140,022 | 63,663 | 61,450 | 8,593 | 257,741 | 50,492 | 245,943 | 378,276 | 315,466 |
Net income (loss) | -3,895 | -20,027 | 85,498 | -21,131 | 29,923 | -15,265 | 186,533 | 15,774 | 40,445 | 216,965 | 104,800 |
As previously reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,451,766 | 1,505,399 |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,395,231 | 1,534,434 |
Income from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 381,728 | 318,164 |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 218,788 | 106,245 |
As previously reported | Consolidation error and impairment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | 375,952 | ' | ' | ' | ' | ' | ' | ' |
Income from operations | ' | ' | ' | 64,350 | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | -20,764 | ' | ' | ' | ' | ' | ' | ' |
As restated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | 373,273 | ' | ' | ' | ' | ' | ' | ' |
Income from operations | ' | ' | ' | 63,663 | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ($21,131) | ' | ' | ' | ' | ' | ' | ' |