Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 18, 2015 |
Entity Registrant Name | MARKWEST ENERGY PARTNERS L P | ||
Entity Central Index Key | 1166036 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $12.10 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Common Units | |||
Entity Common Stock, Shares Outstanding | 186,751,224 | ||
Class B Units | |||
Entity Common Stock, Shares Outstanding | 11,972,634 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents ($73,300 and $4,114, respectively) | $108,887 | $85,305 |
Restricted cash | 20,000 | 10,000 |
Receivables, net ($22,722 and $5,346, respectively) | 302,259 | 281,744 |
Receivables from unconsolidated affiliates, net ($30 and $0, respectively) | 7,097 | 17,363 |
Inventories ($2,434 and $2,553, respectively) | 31,749 | 41,363 |
Fair value of derivative instruments | 20,921 | 11,457 |
Deferred income taxes | 9 | 23,200 |
Other current assets ($9,511 and $5,527, respectively) | 46,731 | 44,068 |
Total current assets | 537,653 | 514,500 |
Property, plant and equipment ($1,411,797 and $1,655,789, respectively) | 9,923,524 | 8,583,767 |
Less: accumulated depreciation ($56,987 and $33,583, respectively) | -1,270,624 | -890,598 |
Total property, plant and equipment, net | 8,652,900 | 7,693,169 |
Other long-term assets: | ||
Restricted cash | 0 | 10,000 |
Investment in unconsolidated affiliates ($696,784 and $0, respectively) | 805,633 | 75,627 |
Intangibles, net of accumulated amortization of $350,327 and $285,732, respectively | 809,277 | 874,792 |
Goodwill | 82,411 | 144,856 |
Deferred financing costs, net of accumulated amortization of $31,298 and $25,083, respectively | 52,919 | 52,132 |
Deferred contract cost ($0 and $6,591, respectively), net of accumulated amortization of $3,198 and $2,886, respectively | 20,052 | 26,955 |
Fair value of derivative instruments | 16,507 | 505 |
Other long-term assets ($664 and $658, respectively) | 3,426 | 3,887 |
Total assets | 10,980,778 | 9,396,423 |
Current liabilities: | ||
Accounts payable ($28,021 and $82,007, respectively) | 270,997 | 401,088 |
Accrued liabilities ($48,793 and $112,029, respectively) | 360,006 | 437,847 |
Deferred income taxes | 239 | 0 |
Fair value of derivative instruments | 0 | 28,838 |
Payables to unconsolidated affiliates, net ($5,500 and $0, respectively) | 8,621 | 0 |
Total current liabilities | 639,863 | 867,773 |
Deferred income taxes | 357,260 | 287,566 |
Fair value of derivative instruments | 0 | 27,763 |
Long-term debt, net of discounts of $6,196 and $6,929, respectively | 3,621,404 | 3,023,071 |
Other long-term liabilities | 169,012 | 156,500 |
Commitments and contingencies (see Note 19) | ||
Redeemable non-controlling interest (see Note 3) | 0 | 235,617 |
Equity: | ||
Non-controlling interest in consolidated subsidiaries | 983,477 | 719,813 |
Total equity | 6,193,239 | 4,798,133 |
Total liabilities and equity | 10,980,778 | 9,396,423 |
Common Units | ||
Equity: | ||
Common units or Class B units | 4,758,243 | 3,476,295 |
Total equity | 4,758,243 | 3,476,295 |
Class B Units | ||
Equity: | ||
Common units or Class B units | 451,519 | 602,025 |
Total equity | $451,519 | $602,025 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash and cash equivalents | $108,887 | $85,305 |
Restricted cash | 20,000 | 10,000 |
Receivables, net | 302,259 | 281,744 |
Receivables from unconsolidated affiliates, net | 7,097 | 17,363 |
Inventories | 31,749 | 41,363 |
Other current assets | 46,731 | 44,068 |
Property, plant and equipment | 9,923,524 | 8,583,767 |
Less: accumulated depreciation | -1,270,624 | -890,598 |
Investment in unconsolidated affiliates | 805,633 | 75,627 |
Accumulated amortization, intangibles | 350,327 | 285,732 |
Accumulated amortization, deferred financing costs | 31,298 | 25,083 |
Deferred contract cost | 20,052 | 26,955 |
Accumulated amortization, deferred contract cost | 3,198 | 2,886 |
Other long-term assets | 3,426 | 3,887 |
Accounts payable | 270,997 | 401,088 |
Accrued liabilities | 360,006 | 437,847 |
Payables to unconsolidated affiliates, net | 8,621 | 0 |
Long-term debt, discounts | 6,196 | 6,929 |
Common Units | ||
Common units issued (in units) | 186,553 | 157,766 |
Common units outstanding (in units) | 186,553 | 157,766 |
Class B Units | ||
Common units issued (in units) | 11,973 | 15,964 |
Common units outstanding (in units) | 11,973 | 15,964 |
Total Variable Interest Entities | ||
Cash and cash equivalents | 73,300 | 4,114 |
Receivables, net | 22,722 | 5,346 |
Receivables from unconsolidated affiliates, net | 30 | 0 |
Inventories | 2,434 | 2,553 |
Other current assets | 9,511 | 5,527 |
Property, plant and equipment | 1,411,797 | 1,655,789 |
Less: accumulated depreciation | -56,987 | -33,583 |
Investment in unconsolidated affiliates | 696,784 | 0 |
Deferred contract cost | 0 | 6,591 |
Other long-term assets | 664 | 658 |
Accounts payable | 28,021 | 82,007 |
Accrued liabilities | 48,793 | 112,029 |
Payables to unconsolidated affiliates, net | $5,500 | $0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Product sales | $1,198,642 | $1,093,711 | $1,002,224 |
Service revenue | 937,380 | 593,374 | 381,055 |
Derivative gain (loss) | 40,151 | -24,638 | 56,535 |
Total revenue | 2,176,173 | 1,662,447 | 1,439,814 |
Operating expenses: | |||
Purchased product costs | 832,428 | 691,165 | 530,328 |
Derivative gain related to purchased product costs | -58,392 | -1,737 | -13,962 |
Facility expenses | 343,362 | 291,069 | 206,861 |
Derivative loss related to facility expenses | 3,277 | 2,869 | 1,371 |
Selling, general and administrative expenses | 126,499 | 101,549 | 93,444 |
Depreciation | 422,755 | 299,884 | 183,250 |
Amortization of intangible assets | 64,893 | 64,644 | 53,320 |
Impairment of goodwill | 62,445 | 0 | 0 |
Loss (gain) on disposal of property, plant and equipment | 1,116 | -33,763 | 6,254 |
Accretion of asset retirement obligations | 570 | 824 | 672 |
Total operating expenses | 1,798,953 | 1,416,504 | 1,061,538 |
Income from operations | 377,220 | 245,943 | 378,276 |
Other income (expense): | |||
(Loss) earnings from unconsolidated affiliates | -4,477 | 1,422 | 2,328 |
Interest expense | -166,372 | -151,851 | -120,191 |
Amortization of deferred financing costs and debt discount (a component of interest expense) | -7,289 | -6,726 | -5,601 |
Loss on redemption of debt | 0 | -38,455 | 0 |
Miscellaneous income, net | 3,440 | 2,781 | 481 |
Income before provision for income tax | 202,522 | 53,114 | 255,293 |
Provision for income tax expense (benefit): | |||
Current | 618 | -11,208 | -2,366 |
Deferred | 41,601 | 23,877 | 40,694 |
Total provision for income tax | 42,219 | 12,669 | 38,328 |
Net income | 160,303 | 40,445 | 216,965 |
Net (income) loss attributable to non-controlling interest | -26,422 | -2,368 | 3,437 |
Net income attributable to the Partnership's unitholders | $133,881 | $38,077 | $220,402 |
Net income attributable to the Partnership's common unitholders per common unit | |||
Basic (in dollars per unit) | $0.77 | $0.26 | $1.98 |
Diluted (in dollars per unit) | $0.72 | $0.24 | $1.69 |
Weighted average number of outstanding common units: | |||
Basic (in units) | 171,009 | 138,409 | 109,979 |
Diluted (in units) | 185,650 | 160,443 | 130,648 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Common Units | Class B Units | Non-controlling Interest | Total |
In Thousands, unless otherwise specified | ||||
Balance, Temporary Equity at Dec. 31, 2011 | $0 | |||
Balance, Equity at Dec. 31, 2011 | 642,522 | 752,531 | 189 | 1,395,242 |
Balance, Equity (in units) at Dec. 31, 2011 | 94,940 | 19,954 | ||
Increase (Decrease) in Equity | ||||
Issuance of units in public offering, net of offering costs | 1,634,081 | 1,634,081 | ||
Issuance of units in public offering, net of offering costs (in units) | 32,308 | |||
Conversion of Class B units to common units | 0 | 0 | ||
Conversion of Class B units to common units (in units) | 0 | 0 | ||
Distributions paid | -339,967 | -71 | -340,038 | |
Contributions from non-controlling interest | 264,782 | 264,782 | ||
Redeemable non-controlling interest classified as temporary equity | 0 | 0 | ||
Elimination of non-controlling interest from deconsolidation of a subsidiary | 0 | 0 | ||
Share-based compensation activity | 6,548 | 6,548 | ||
Share-based compensation activity (in units) | 246 | |||
Excess tax benefits related to share-based compensation | 907 | 907 | ||
Other | 0 | 0 | ||
Deferred income tax impact from changes in equity | -67,089 | -67,089 | ||
Net income (loss) | 220,402 | -3,437 | 216,965 | |
Redeemable Non-controlling Interest (Temporary Equity) | ||||
Redeemable non-controlling interest classified as temporary equity | 0 | |||
Balance, Temporary Equity at Dec. 31, 2012 | 0 | |||
Balance, Equity at Dec. 31, 2012 | 2,097,404 | 752,531 | 261,463 | 3,111,398 |
Balance, Equity (in units) at Dec. 31, 2012 | 127,494 | 19,954 | ||
Balance, Equity at Dec. 31, 2011 | 642,522 | |||
Balance, Equity (in units) at Dec. 31, 2011 | 94,940 | |||
Increase (Decrease) in Equity | ||||
Issuance of units in public offering, net of offering costs (in units) | 83,000 | |||
Balance, Equity at Dec. 31, 2014 | 4,758,243 | |||
Balance, Equity (in units) at Dec. 31, 2014 | 186,553 | |||
Balance, Temporary Equity at Dec. 31, 2012 | 0 | |||
Balance, Equity at Dec. 31, 2012 | 2,097,404 | 752,531 | 261,463 | 3,111,398 |
Balance, Equity (in units) at Dec. 31, 2012 | 127,494 | 19,954 | ||
Increase (Decrease) in Equity | ||||
Issuance of units in public offering, net of offering costs | 1,698,066 | 1,698,066 | ||
Issuance of units in public offering, net of offering costs (in units) | 26,115 | |||
Conversion of Class B units to common units | 150,506 | -150,506 | ||
Conversion of Class B units to common units (in units) | 3,990 | -3,990 | ||
Distributions paid | -462,488 | -211 | -462,699 | |
Contributions from non-controlling interest | 685,219 | 685,219 | ||
Redeemable non-controlling interest classified as temporary equity | -235,617 | -235,617 | ||
Elimination of non-controlling interest from deconsolidation of a subsidiary | 0 | 0 | ||
Share-based compensation activity | 11,072 | 11,072 | ||
Share-based compensation activity (in units) | 167 | |||
Excess tax benefits related to share-based compensation | 0 | 0 | ||
Other | 6,591 | 6,591 | ||
Deferred income tax impact from changes in equity | -56,342 | -56,342 | ||
Net income (loss) | 38,077 | 2,368 | 40,445 | |
Redeemable Non-controlling Interest (Temporary Equity) | ||||
Redeemable non-controlling interest classified as temporary equity | 235,617 | |||
Balance, Temporary Equity at Dec. 31, 2013 | 235,617 | |||
Balance, Equity at Dec. 31, 2013 | 3,476,295 | 602,025 | 719,813 | 4,798,133 |
Balance, Equity (in units) at Dec. 31, 2013 | 157,766 | 15,964 | ||
Increase (Decrease) in Equity | ||||
Issuance of units in public offering, net of offering costs | 1,638,090 | 1,638,090 | ||
Issuance of units in public offering, net of offering costs (in units) | 24,585 | |||
Conversion of Class B units to common units | 150,506 | -150,506 | ||
Conversion of Class B units to common units (in units) | 3,991 | -3,991 | ||
Distributions paid | -599,020 | -7,183 | -606,203 | |
Contributions from non-controlling interest | 15,400 | 15,400 | ||
Redeemable non-controlling interest classified as temporary equity | 235,617 | 235,617 | ||
Elimination of non-controlling interest from deconsolidation of a subsidiary | -6,592 | -6,592 | ||
Share-based compensation activity | 10,014 | 10,014 | ||
Share-based compensation activity (in units) | 211 | |||
Excess tax benefits related to share-based compensation | 0 | 0 | ||
Other | 0 | 0 | ||
Deferred income tax impact from changes in equity | -51,523 | -51,523 | ||
Net income (loss) | 133,881 | 26,422 | 160,303 | |
Redeemable Non-controlling Interest (Temporary Equity) | ||||
Redeemable non-controlling interest classified as temporary equity | -235,617 | |||
Balance, Temporary Equity at Dec. 31, 2014 | 0 | |||
Balance, Equity at Dec. 31, 2014 | $4,758,243 | $451,519 | $983,477 | $6,193,239 |
Balance, Equity (in units) at Dec. 31, 2014 | 186,553 | 11,973 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $160,303 | $40,445 | $216,965 |
Adjustments to reconcile net income to net cash provided by operating activities (net of acquisitions): | |||
Depreciation | 422,755 | 299,884 | 183,250 |
Amortization of intangible assets | 64,893 | 64,644 | 53,320 |
Impairment of goodwill | 62,445 | 0 | 0 |
Loss on redemption of debt | 0 | 38,455 | 0 |
Amortization of deferred financing costs and discount | 7,289 | 6,726 | 5,601 |
Accretion of asset retirement obligations | 570 | 824 | 672 |
Amortization of deferred contract cost | 1,181 | 312 | 312 |
Phantom unit compensation expense | 18,961 | 16,282 | 14,615 |
Equity in loss (earnings) of unconsolidated affiliates | 4,477 | -1,422 | -2,328 |
Distributions from unconsolidated affiliates | 12,459 | 6,370 | 8,416 |
Unrealized (gain) loss on derivative instruments | -82,067 | 15,602 | -102,127 |
Gain (loss) on disposal of property, plant and equipment | 1,116 | -33,763 | 6,254 |
Deferred income taxes | 41,601 | 23,877 | 40,694 |
Changes in operating assets and liabilities, net of working capital acquired and deconsolidation: | |||
Receivables | -43,629 | -68,564 | 31,993 |
Receivables from unconsolidated affiliates | 10,531 | -17,363 | 0 |
Inventories | 9,551 | -16,730 | 16,580 |
Other current assets | -4,597 | -9,197 | -23,285 |
Accounts payable and accrued liabilities | -41,946 | 68,070 | 28,417 |
Payables to unconsolidated affiliates | 8,621 | 0 | 0 |
Other long-term assets | 343 | -21,747 | -647 |
Other long-term liabilities | 13,542 | 22,945 | 13,311 |
Net cash provided by operating activities | 668,399 | 435,650 | 492,013 |
Cash flows from investing activities: | |||
Restricted cash | 0 | 15,500 | -9,497 |
Capital expenditures | -2,369,715 | -3,046,956 | -1,950,324 |
Acquisition of business, net of cash acquired | 0 | -222,888 | -506,797 |
Investment in unconsolidated affiliates | -264,005 | -17,521 | -6,066 |
Proceeds from sale of equity interest in unconsolidated affiliate | 341,137 | 0 | 0 |
Proceeds from disposal of property, plant and equipment | 22,487 | 209,303 | 596 |
Net cash flows used in investing activities | -2,270,096 | -3,062,562 | -2,472,088 |
Cash flows from financing activities: | |||
Proceeds from public equity offerings, net | 1,638,090 | 1,698,066 | 1,634,081 |
Proceeds from Credit Facility | 3,151,500 | 0 | 511,100 |
Payments of Credit Facility | -3,053,900 | 0 | -577,100 |
Proceeds from long-term debt | 500,000 | 1,000,000 | 742,613 |
Payments of long-term debt | 0 | -501,112 | 0 |
Payments of premiums on redemption of long-term debt | 0 | -31,516 | 0 |
Payments for debt issuance costs, deferred financing costs and registration costs | -8,201 | -14,046 | -14,720 |
Contributions from non-controlling interest | 15,400 | 685,219 | 264,781 |
Payments of SMR liability | -2,460 | -2,241 | -2,058 |
Cash paid for taxes related to net settlement of share-based payment awards | -8,947 | -5,210 | -8,067 |
Excess tax benefits related to share-based compensation | 0 | 0 | 907 |
Payment of distributions to common unitholders | -599,020 | -462,488 | -339,967 |
Payment of distributions to non-controlling interest | -7,183 | -211 | -71 |
Net cash flows provided by financing activities | 1,625,279 | 2,366,461 | 2,211,499 |
Net increase (decrease) in cash and cash equivalents | 23,582 | -260,451 | 231,424 |
Cash and cash equivalents at beginning of year | 85,305 | 345,756 | 114,332 |
Cash and cash equivalents at end of period | $108,887 | $85,305 | $345,756 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
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. The Partnership has a leading presence in many natural gas resource 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 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 consolidated 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 does not have a controlling financial interest, are accounted for using the equity method. The Partnership's investment in Ohio Gathering and Utica Condensate are VIEs, 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, 2014 | ||||||||||||||
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 a remaining maturity of 90 days or less at the date of acquisition 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 net realizable 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 7 for a description of the transaction and its impact on the financial statements. The Partnership accounted for the deconsolidation of Ohio Gathering as a partial sale of in-substance real estate. See Note 3 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). | ||||||||||||||
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. | ||||||||||||||
The Partnership performed its goodwill impairment analysis as of November 30, 2014 and determined that the carrying value of the Appalachia Reporting Unit in its Northeast segment exceeded its fair value. The Partnership completed the second step of our goodwill impairment analysis comparing the implied fair value of the reporting unit's goodwill to the carrying amount of that goodwill and determined the goodwill related to the Appalachia Reporting Unit was fully impaired and recorded an impairment charge of $62.4 million. The impairment was due primarily to a decline in commodity prices and the uncertainty related to the extension of certain material processing facility operating contracts. There were no impairments as a result of the Partnership's 2013 and 2012 goodwill impairment analyses. | ||||||||||||||
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 producer customers' reserves behind the asset and future NGL product and natural gas prices to estimate cash flows. The amount of additional producer customers' reserves developed by future drilling activity depends, in part, on expected natural gas prices. Projections of producer customers' 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, 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. 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, 2014, 2013 and 2012, 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, receivables from unconsolidated affiliates, accounts payable, payables to unconsolidated affiliates 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 9). 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, 2014 and 2013 (in thousands): | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,621,404 | $ | 3,660,628 | $ | 3,023,071 | $ | 3,079,460 | ||||||
SMR Liability | 87,113 | 111,686 | 89,592 | 120,922 | ||||||||||
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. The long-term debt and SMR fair values are considered Level 2 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 8 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 9. | ||||||||||||||
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. The Partnership disaggregates revenue as Product sales and Service revenue on the Consolidated Statements of Operations. Revenue is reported as follows: | ||||||||||||||
• | Product Sales—Product sales represent the sale of NGLs, condensate and natural gas. The product is primarily obtained as consideration for or related to providing midstream services. | |||||||||||||
• | Service Revenue—Service revenue represents all other revenue generated as the result of performing the services listed above. | |||||||||||||
The Partnership enters into a variety of contract types in order to generate Product Sales and Service Revenue. 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 normally directly dependent on commodity prices. In certain cases, the Partnership's arrangements provide for minimum annual payments or fixed demand charges. | |||||||||||||
Fee-based arrangements are reported as Service Revenue on the Consolidated Statements of Operations. In certain instances when specifically stated in the contract terms, the Partnership purchases product after fee-based services have been provided. Revenue from the sale of products purchased after services are provided is reported as Product Sales and recognized on a gross basis as the Partnership is the principal in the transaction. | ||||||||||||||
• | 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 (take-in-kind arrangements) and sells the volumes the Partnership retains to third parties. Revenue from these arrangements is reported on a gross basis where the Partnership acts as the principal, as the Partnership has physical inventory risk and does not earn a fixed dollar amount. The agreed-upon percentage paid to the producer is reported as Purchased Product Costs on the Consolidated Statements of Operations. Revenue is recognized on a net basis when the Partnership acts as an agent and earns a fixed dollar amount of physical product and does not have risk of loss of the gross amount of gas and/or NGLs. Percent-of-proceeds revenue is reported as Product Sales on the Consolidated Statements of Operations. | |||||||||||||
• | 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. Sales of NGLs under these arrangements are reported as Product Sales on the Consolidated Statements of Operations and are reported on a gross basis as the Partnership is the principal in the arrangement. Natural gas purchased to return to the producer and shared NGL profits are recorded as Purchase Product Costs in the Consolidated Statement of Operations. | |||||||||||||
• | 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. Revenue generated from percent of index arrangements are reported as Product Sales on the Consolidated Statements of Operations and are recognized on a gross basis as the Partnership purchases and takes title to the product prior to sale and is the principal in the transaction. | |||||||||||||
In many cases, the Partnership provides services under contracts that contain a combination of more than one of the arrangements described above. When fees are charged (in addition to product received) under keep-whole arrangements, percent-of-proceeds arrangements or percent-of-index arrangements, the Partnership records such fees as Service Revenue on the Consolidated Statements of Operations. The terms of the Partnership's contracts vary based on gas quality conditions, the competitive environment when the contracts are signed and customer requirements. | ||||||||||||||
Amounts billed to customers for shipping and handling, including fuel costs, are included in Product Sales on the Consolidated Statements of Operations, except under contracts where we are acting as an agent. Shipping and handling costs associated with product sales are included in Purchased Product Costs on the Consolidated Statements of Operations. Taxes collected from customers and remitted to the appropriate taxing authority are excluded from revenue. Facility expenses and depreciation represent those expenses related to operating our various facilities and are necessary to provide both Product Sales and Services Revenue. | ||||||||||||||
The Partnership's assessment of each of the revenue recognition criteria as they relate to its revenue producing activities are as follows: persuasive evidence of an arrangement exists, delivery, the fee is fixed or determinable and collectability is reasonably assured. It is upon delivery or title transfer to the customer that the Partnership meets all four revenue recognition criteria and it is at such time that the Partnership recognizes Product Sales. It is upon completion of services provided that the Partnership meets all four criteria and it is at such time that the Partnership recognizes Service 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 21. 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 represents 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 Sheets 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 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 unless the subsidiary meets the definition of in substance real estate. Deconsolidation of in substance real estate is recorded at cost with no gain nor loss recognized. 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. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In April 2014, the FASB issued ASU 2014-08—Presentation Of Financial Statements (Topic 205) And Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations And Disclosures Of Disposals Of Components Of An Entity ("ASU 2014-08") that will supersede previous GAAP for accounting for discontinued operations. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for the Partnership prospectively as of January 1, 2015; however the Partnership has elected to early adopt the guidance as of April 1, 2014. The adoption of the guidance did not have a material effect on the Partnership's consolidated financial statements. | ||||||||||||||
In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers ("ASU 2014-09") that will supersede current revenue recognition guidance. ASU 2014-09 is intended to provide companies with a single comprehensive model to use for all revenue arising from contracts with customers, which would include real estate sales transactions. ASU 2014-09 is effective for the Partnership as of January 1, 2017 and must be adopted using either a full retrospective approach for all periods presented in the period of adoption (with some limited relief provided) or a modified retrospective approach. The Partnership is in the early stages of evaluating ASU 2014-09 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU 2014-15—Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), that provides guidance on management's responsibility to perform interim and annual assessments of an entity's ability to continue as a going concern and provides related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Partnership is in the early stages of evaluating ASU 2014-15 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
In February 2015, the FASB issued ASU 2015-02—Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02") that will modify current consolidation guidance. ASU 2015-02 makes changes to both the variable interest model and the voting interest model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. ASU 2015-02 is effective for the Partnership as of January 1, 2016 and early adoption is permitted. The Partnership is in the early stages of evaluating ASU 2015-02 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
Variable_Interest_Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2014 | |
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 to $950.0 million (the "Minimum EMG Investment"). EMG Utica was required to fund all capital until the Minimum EMG Investment was satisfied, which occurred in May 2013. After EMG Utica funded the Minimum EMG Investment, the Partnership was required to fund, as needed, 100% of future capital for MarkWest Utica EMG until such time as the aggregate capital that had been contributed by the Members reached $2.0 billion, which occurred in November 2014. 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 their pro rata portion (based on their respective investment balances) of any additional required capital and may also fund additional capital that the other party elects not to fund. As of December 31, 2014, EMG Utica has contributed $965.4 million and the Partnership has contributed approximately $1,188.6 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 $36.9 million and approximately $23.2 million for the years ended December 31, 2014 and December 31, 2013, respectively. | |
During the fourth quarter of 2014, the Partnership's investment balance exceeded 51% of the aggregate investment balances of both Members. If the Partnership's investment balance did not equal at least 51% of the aggregate investment balances of both Members as of December 31, 2016, then EMG Utica could have required the Partnership to 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 amount of non-controlling interest subject to the redemption option 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 Members. After the earlier of those dates, cash generated by MarkWest Utica EMG that is available for distribution will be allocated to the Members in proportion to their respective investment balances. | |
The Partnership has determined that MarkWest Utica EMG does not meet the business scope exception to be excluded as a VIE due to the unique investment structure, discussed above, which creates a de-facto agent relationship between the members, as EMG Utica has funded portions of the Partnership's ownership in MarkWest Utica EMG. MarkWest Utica EMG's inability to fund its planned activities without additional subordinated financial support qualifies it to be a VIE. 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 quarterly and is subject to change. Upon the earlier of December 31, 2016 and the date on which the Partnership's investment balance equals 60% of the aggregate investments balances of the Members, a de-facto agent relationship between the members will no longer exist. | |
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 17 and 26). 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, 2014, 2013 and 2012. | |
Ohio Gathering | |
Ohio Gathering is a subsidiary of MarkWest Utica EMG and is engaged in providing natural gas gathering services in the Utica Shale in eastern Ohio. Prior to June 1, 2014, MarkWest Utica EMG, as the primary beneficiary of a VIE, consolidated Ohio Gathering. Effective June 1, 2014 ("Summit Investment Date"), Summit exercised its Ohio Gathering Option and increased its equity ownership ("Summit Equity Ownership") from less than 1% to approximately 40% through a cash investment of approximately $341.1 million that Ohio Gathering received in 2014. MarkWest Utica EMG received $336.1 million as a distribution from Ohio Gathering as a result of the exercise of the Ohio Gathering Option. Summit purchased its initial 1% equity interest and the Ohio Gathering Option from Blackhawk Midstream LLC ("Blackhawk") in January 2014. As of the Summit Investment Date, MarkWest Utica EMG was no longer deemed the primary beneficiary due to Summit's voting rights on significant operating matters obtained as a result of its increased equity ownership in Ohio Gathering. As of the Summit Investment Date, the Partnership accounted for Ohio Gathering as an equity method investment. As of December 31, 2014, Ohio Gathering's net assets are reported under the caption Investment in unconsolidated affiliates on the Consolidated Balance Sheets. | |
The Partnership accounted for the increase in Summit's Equity Ownership and the deconsolidation of Ohio Gathering as a partial sale of in-substance real estate. In conjunction with Summit exercising the Ohio Gathering Option, Summit reimbursed MarkWest Utica EMG $5.3 million related to a reimbursement of certain costs incurred on behalf of Ohio Gathering and payable to the Partnership. The Partnership accounted for the cash received as a Loss (gain) on disposal of property, plant and equipment in the Partnership's Consolidated Statements of Operations for the year ended December 31, 2014. | |
For the year ended December 31, 2014, the Partnership's consolidated results of operations include the consolidated results of operations of Ohio Gathering through May 31, 2014. For the period from June 1, 2014 to December 31, 2014, MarkWest Utica EMG has reported its pro rata share of Ohio Gathering's net loss under the caption (Loss) earnings from unconsolidated affiliates on the Consolidated Statements of Operations for the year ended December 31, 2014. Ohio Gathering is considered to be a related party. The Partnership receives engineering and construction and administrative management fee revenue and other direct personnel costs ("Operational Service" revenue) for operating Ohio Gathering. The December 31, 2014 receivable balance related to Ohio Gathering was $2.1 million and is reported as Receivables from unconsolidated affiliates, net in the Partnership's Consolidated Balance Sheets. The amount of Operational Service revenue related to Ohio Gathering for the seven months ended December 31, 2014 was approximately $12.2 million and is reported as Service revenue in the Consolidated Statements of Operations. | |
Other_Equity_Interests
Other Equity Interests | 12 Months Ended |
Dec. 31, 2014 | |
Other Equity Interests | |
Other Equity Interests | 4. Other Equity Interests |
Utica Condensate | |
In December 2013, the Partnership and The Energy & Minerals Group ("EMG") (together the "Condensate Members") executed an agreement ("Utica Condensate LLC Agreement") to form Utica Condensate for the purpose of engaging in wellhead condensate gathering, stabilization, terminalling, storage and marketing in the state of Ohio. If Utica Condensate requires additional capital, each Condensate Member has the right, but not the obligation, to contribute capital in proportion to its ownership interest. As of December 31, 2014, the Partnership owned 55% of Utica Condensate. | |
Under the Utica Condensate LLC Agreement, oversight of the business and affairs of Utica Condensate is managed by a board of managers. The number of managers that each Condensate Member may designate is determined based upon ownership interests. In addition, both 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. | |
Ohio Condensate | |
Utica Condensate's business is conducted solely through its subsidiary, Ohio Condensate Company L.L.C. ("Ohio Condensate"), which was formed in December 2013 through an agreement executed between Utica Condensate and Blackhawk ("Ohio Condensate LLC Agreement"), in which Utica Condensate and Blackhawk contributed cash in exchange for equity ownership interests of 99% and 1%, respectively. In January 2014, Summit purchased Blackhawk's less than 1% equity interest and its option to purchase up to an additional equity ownership interest of 40% in Ohio Condensate ("Ohio Condensate Option"). Effective as of the Summit Investment Date, Summit exercised the Ohio Condensate Option and increased its equity ownership from less than 1% to 40% through a cash investment of approximately $8.6 million. | |
As of December 31, 2014, Utica Condensate owned 60% of Ohio Condensate. The Partnership sold approximately $17 million of assets under construction to Utica Condensate in December 2013 and recorded that amount in Receivables from unconsolidated affiliates, net in the accompanying Condensed Consolidated Balance Sheets as of December 31, 2013. As of December 31, 2013, Ohio Condensate had not commenced operating activities and therefore had no impact on the Partnership's operating results. The Partnership received the $17 million in the first quarter of 2014 and has recorded the proceeds in the Proceeds from disposal of property, plant and equipment in the accompanying Condensed Consolidated Statements of Cash Flows for the twelve months ended December 31, 2014. The amount of Operational Service revenue related to Ohio Condensate for the twelve months ended December 31, 2014 was approximately $3.4 million and is reported as Service revenue in the Condensed Consolidated Statements of Operations. | |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations | |||||||||
Business Combinations | |||||||||
5. 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. | |||||||||
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 | |||||
The following table summarizes the purchase price allocation for the two acquisitions (in thousands): | |||||||||
Buffalo Creek | Keystone | ||||||||
Assets: | |||||||||
Cash | $ | — | $ | 2,837 | |||||
Accounts receivable | — | 1,756 | |||||||
Inventory | — | 86 | |||||||
Property, plant and equipment | 144,115 | 136,593 | |||||||
Goodwill | 2,682 | 74,256 | |||||||
Intangible asset | 84,500 | 304,708 | |||||||
Liabilities: | |||||||||
Accounts payable | (6,087 | ) | (12,117 | ) | |||||
Other short-term liabilities | — | (175 | ) | ||||||
Other long-term liabilities | — | (632 | ) | ||||||
| | | | | | | | ||
Total | $ | 225,210 | $ | 507,312 | |||||
| | | | | | | | ||
| | | | | | | | ||
The results of operations of the two acquisitions are included in the consolidated financial statements from their respective acquisition dates. Revenue and net income related to the two acquisitions are immaterial during the year each acquisition occurred. | |||||||||
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2014 | |
Divestiture | |
Divestiture | |
6. 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 Loss gain on disposal of property, plant and equipment in the accompanying Consolidated Statements of Operations. | |
SMR_Transaction
SMR Transaction | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
SMR Transaction | ||||||||
SMR Transaction | ||||||||
7. 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, 2014 and 2013, the following amounts related to the SMR are included in the accompanying Consolidated Balance Sheets (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Assets | ||||||||
Property, plant and equipment, net of accumulated depreciation of $25,463 and $20,195, respectively | $ | 79,901 | $ | 85,169 | ||||
Liabilities | ||||||||
Accrued liabilities | $ | 2,721 | $ | 2,479 | ||||
Other long-term liabilities | 84,392 | 87,113 | ||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
8. 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. The Partnership has no such positions outstanding as of December 31, 2014. | ||||||||||||||||||||
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. | ||||||||||||||||||||
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, 2014, 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 | 439,984 | ||||||||||||||||||
NGLs (gal) | Short | 7,131,622 | ||||||||||||||||||
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 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, 2014, the estimated fair value of this contract was a liability of $34.7 million and the recorded value was an asset of $18.8 million. The recorded asset 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 asset recorded for the embedded derivative as of December 31, 2014 (in thousands): | ||||||||||||||||||||
Fair value of commodity contract | $ | (34,731 | ) | |||||||||||||||||
Inception value for period from April 1, 2015 to December 31, 2022. | (53,507 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Derivative asset as of December 31, 2014 | $ | 18,776 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
The Partnership had a commodity contract that gave 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 were recognized as Derivative loss related to facility expenses. As of December 31, 2014 and 2013, the estimated fair value of this contract was an asset of zero and $3.3 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 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Commodity contracts(1) | ||||||||||||||||||||
Fair value of derivative instruments—current | $ | 20,921 | $ | 11,457 | $ | — | $ | (28,838 | ) | |||||||||||
Fair value of derivative instruments—long-term | 16,507 | 505 | — | (27,763 | ) | |||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 37,428 | $ | 11,962 | $ | — | $ | (56,601 | ) | |||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
-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, 2014 | 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 | $ | 18,652 | $ | — | $ | 18,652 | $ | — | $ | — | $ | — | ||||||||
Embedded derivatives in commodity contracts | 2,269 | — | 2,269 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 20,921 | — | 20,921 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | — | — | — | — | — | — | ||||||||||||||
Embedded derivatives in commodity contracts | 16,507 | — | 16,507 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 16,507 | — | 16,507 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 37,428 | $ | — | $ | 37,428 | $ | — | $ | — | $ | — | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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 | 2014 | 2013 | 2012 | |||||||||||||||||
gain or (loss) recognized in income | ||||||||||||||||||||
Revenue: Derivative gain (loss) | ||||||||||||||||||||
Realized gain (loss) | $ | 15,002 | $ | (3,534 | ) | $ | (6,508 | ) | ||||||||||||
Unrealized gain (loss) | 25,149 | (21,104 | ) | 63,043 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue: derivative gain (loss) | 40,151 | (24,638 | ) | 56,535 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative gain (loss) related to purchased product costs | ||||||||||||||||||||
Realized loss | (1,803 | ) | (6,634 | ) | (26,493 | ) | ||||||||||||||
Unrealized gain | 60,195 | 8,371 | 40,455 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Total derivative gain related to purchase product costs | 58,392 | 1,737 | 13,962 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative loss related to facility expenses | ||||||||||||||||||||
Unrealized loss | (3,277 | ) | (2,869 | ) | (1,371 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Total gain (loss) | $ | 95,266 | $ | (25,770 | ) | $ | 69,126 | |||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Fair_Value
Fair Value | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value | |||||||||
Fair Value | |||||||||
9. Fair Value | |||||||||
Fair Value Measurement | |||||||||
Fair value measurements and disclosures relate primarily to the Partnership's derivative positions as discussed in Note 8. | |||||||||
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; and 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, 2014 and 2013 and by the valuation hierarchy (in thousands): | |||||||||
As of December 31, 2014 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 14,812 | $ | — | |||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 3,840 | — | |||||||
Embedded derivatives in commodity contracts | 18,776 | — | |||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 37,428 | $ | — | |||||
| | | | | | | | ||
| | | | | | | | ||
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 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
The following table provides additional information about the significant unobservable inputs used in the valuation of Level 3 instruments as of December 31, 2014. 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) | $0.50 - $0.50 | Jan. 2015 - Mar. 2015 | |||||
Propane option volatilities (%) | 30.24% - 44.16% | Jan. 2015 - Mar. 2015 | |||||||
Embedded derivatives in commodity contracts | Assets | Forward propane prices (per gallon)(1) | $0.50 - $0.61 | Jan. 2015 - Dec. 2022 | |||||
Forward isobutane prices (per gallon)(1) | $0.69 - $0.84 | Jan. 2015 - Dec. 2022 | |||||||
Forward normal butane prices (per gallon)(1) | $0.64 - $0.81 | Jan. 2015 - Dec. 2022 | |||||||
Forward natural gasoline prices (per gallon)(1) | $0.99 - $1.27 | Jan. 2015 - Dec. 2022 | |||||||
Forward natural gas prices (per MMBtu)(2) | $2.69 - $4.27 | Jan. 2015 - Dec. 2022 | |||||||
Probability of renewal(3) | 0% | ||||||||
-1 | NGL prices increase over the respective periods. | ||||||||
-2 | Natural gas prices used in the valuations are generally at the lower end of the range in the early years and increase over time. | ||||||||
-3 | 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 (asset and liability)—The embedded derivative asset relates to the natural gas purchase agreement embedded in a keep-whole processing agreement as discussed further in Note 8. Increases (decreases) in forward NGL prices result in an increase (decrease) in the fair value of the embedded derivative. An increase in the probability of renewal would result in a decrease in the fair value of the related embedded derivative, which could result in a liability. | |||||||||
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 derivative in the commodity contract 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 8, 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, 2014, 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, 2014 and 2013 (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, 2014 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | (5,460 | ) | $ | (35,032 | ) | |||
Total loss (realized and unrealized) included in earnings(1) | 24,555 | 46,360 | |||||||
Settlements | (15,255 | ) | 7,448 | ||||||
| | | | | | | | ||
Fair value at end of period | $ | 3,840 | $ | 18,776 | |||||
| | | | | | | | ||
| | | | | | | | ||
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 | $ | 3,840 | $ | 46,539 | |||||
| | | | | | | | ||
| | | | | | | | ||
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 gain (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 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 | ) | $ | (8,559 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
-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 related to purchased product costs and Derivative loss related to facility expenses. | ||||||||
Significant_Customers_and_Conc
Significant Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Significant Customers and Concentration of Credit Risk | |
Significant Customers and Concentration of Credit Risk | |
10. Significant Customers and Concentration of Credit Risk | |
For the years ended December 31, 2014, 2013 and 2012, revenues from a single customer totaled $303.8 million, $183.8 million and $138.7 million, representing 14.0%, 11.1% and 9.6% of Total Revenue, respectively. Revenues from this customer are from product sales, gathering, processing and fractionation services in the Marcellus segment. As of December 31, 2014 and 2013, the Partnership had $54.5 million and $45.7 million of accounts receivable from this customer, respectively. | |
For the years ended December 31, 2013 and 2012, revenues from a second customer totaled $184.0 million, and $175.1 million, representing 11.1% and 12.2% of Total Revenue, respectively. Revenues from this customer are for NGL sales made primarily from the Southwest segment. As of December 31, 2013, the Partnership had $20.3 million of accounts receivable from this customer. | |
For the year ended December 31, 2012, revenues from a third customer totaled $165.3 million, representing 11.5% of Total Revenue. Revenues from this customer are made primarily in the Southwest segment. | |
Receivables
Receivables | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables | ||||||||
Receivables | ||||||||
11. Receivables | ||||||||
Receivables consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Trade, net | $ | 274,211 | $ | 266,560 | ||||
Other | 28,048 | 15,184 | ||||||
| | | | | | | | |
Total receivables | $ | 302,259 | $ | 281,744 | ||||
| | | | | | | | |
| | | | | | | | |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventories | ||||||||
Inventories | ||||||||
12. Inventories | ||||||||
Inventories consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
NGLs | $ | 9,687 | $ | 21,131 | ||||
Line fill | 6,241 | 7,960 | ||||||
Spare parts, materials and supplies | 15,821 | 12,272 | ||||||
| | | | | | | | |
Total inventories | $ | 31,749 | $ | 41,363 | ||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Property, Plant and Equipment | ||||||||
13. Property, Plant and Equipment | ||||||||
Property, plant and equipment consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 4,623,465 | $ | 4,290,918 | ||||
Processing plants | 2,967,428 | 1,879,184 | ||||||
Fractionation and storage facilities | 380,367 | 220,344 | ||||||
Crude oil pipelines | 17,779 | 16,730 | ||||||
Land, building, office equipment and other | 974,104 | 710,737 | ||||||
Construction in progress | 960,381 | 1,465,854 | ||||||
| | | | | | | | |
Property, plant and equipment | 9,923,524 | 8,583,767 | ||||||
Less: accumulated depreciation | (1,270,624 | ) | (890,598 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 8,652,900 | $ | 7,693,169 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||||||||
14. 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, 2014 (in thousands). | |||||||||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||||||||
Gross goodwill | $ | 74,256 | $ | 62,445 | $ | 34,178 | $ | 170,879 | |||||||||||||||
Impairment losses(1) | — | — | (28,705 | ) | (28,705 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2012 | 74,256 | 62,445 | 5,473 | 142,174 | |||||||||||||||||||
Acquisition(2) | — | — | 2,682 | 2,682 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2013 | 74,256 | 62,445 | 8,155 | 144,856 | |||||||||||||||||||
Impairment losses(1) | — | (62,445 | ) | — | (62,445 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2014 | $ | 74,256 | $ | — | $ | 8,155 | $ | 82,411 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2014 | 74,256 | 62,445 | 36,860 | 173,561 | |||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||
Impairment losses(1) | — | (62,445 | ) | (28,705 | ) | (91,150 | ) | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2014 | $ | 74,256 | $ | — | $ | 8,155 | $ | 82,411 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
-1 | Southwest impairments recorded in the fourth quarter of 2008 and Northeast impairments recorded in the fourth quarter of 2014. | ||||||||||||||||||||||
-2 | Represents goodwill associated with the Buffalo Creek Acquisition (see Note 5). | ||||||||||||||||||||||
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. | |||||||||||||||||||||||
Management considered the decline in commodity prices and the uncertainty related to the extension of certain material processing facility operating contracts in the Northeast segment's Appalachia Reporting Unit that expires December 31, 2015 if it is not renewed and will impact its ability to continue to process gas at the Boldman and Cobb processing facilities to be the primary reasons of impairment. The Partnership performed the first step of our goodwill impairment analysis as of November 30, 2014 and determined that the carrying value of the Appalachia Reporting Unit exceeded its fair value. The Partnership completed the second step of its goodwill impairment analysis comparing the implied fair value of that reporting unit's goodwill to the carrying amount of that goodwill and determined goodwill related to the Appalachia Reporting Unit was fully impaired and recorded an impairment charge of $62.4 million. | |||||||||||||||||||||||
In completing this evaluation, management's best estimates of the expected future results are the primary driver in determining the fair value. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future. Management estimated the fair value of the Partnership's reporting units primarily using an income approach based on discounted future cash flows using significant unobservable inputs (Level 3). | |||||||||||||||||||||||
There were no impairments recorded related to the Partnership's other reporting units as a result of its analyses as of November 30, 2014 for the year ended December 31, 2014. The Partnership did not record any impairment losses in the years ended December 31, 2013 and 2012. | |||||||||||||||||||||||
Intangible Assets. The Partnership's intangible assets as of December 31, 2014 and 2013 are comprised of customer contracts and relationships, as follows (in thousands): | |||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
Description | Gross | Accumulated | Net | Gross | Accumulated | Net | Useful Life | ||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||
Marcellus | $ | 304,708 | $ | (42,211 | ) | $ | 262,497 | $ | 304,708 | $ | (26,382 | ) | $ | 278,326 | 19 yrs. | ||||||||
Northeast | 102,473 | (58,084 | ) | 44,389 | 102,473 | (48,402 | ) | 54,071 | 12 yrs. | ||||||||||||||
Southwest | 752,423 | (250,032 | ) | 502,391 | 753,343 | (210,948 | ) | 542,395 | 10 - 25 yrs. | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,159,604 | $ | (350,327 | ) | $ | 809,277 | $ | 1,160,524 | $ | (285,732 | ) | $ | 874,792 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Estimated future amortization expense related to the intangible assets at December 31, 2014 is as follows (in thousands): | |||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||
2015 | $ | 63,768 | |||||||||||||||||||||
2016 | 63,768 | ||||||||||||||||||||||
2017 | 63,768 | ||||||||||||||||||||||
2018 | 63,768 | ||||||||||||||||||||||
2019 | 63,768 | ||||||||||||||||||||||
Thereafter | 490,437 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
$ | 809,277 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
| | | | | |||||||||||||||||||
Accrued_Liabilities_and_Other_
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities and Other Long-Term Liabilities | ||||||||
Accrued Liabilities and Other Long-Term Liabilities | ||||||||
15. Accrued Liabilities and Other Long-Term Liabilities | ||||||||
Accrued liabilities as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued property, plant and equipment | $ | 234,662 | $ | 324,641 | ||||
Interest | 55,441 | 52,683 | ||||||
Product and operations | 16,246 | 24,505 | ||||||
Taxes (other than income tax) | 19,415 | 11,528 | ||||||
Employee compensation | 19,625 | 11,377 | ||||||
Other | 14,617 | 13,113 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 360,006 | $ | 437,847 | ||||
| | | | | | | | |
| | | | | | | | |
Other long-term liabilities as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
SMR Liability (see Note 7) | $ | 84,392 | $ | 87,113 | ||||
Deferred revenue | 63,889 | 55,621 | ||||||
Asset retirement obligation (See Note 16) | 11,966 | 9,996 | ||||||
Deferred rent and other | 8,765 | 3,770 | ||||||
| | | | | | | | |
Total other long-term liabilities | $ | 169,012 | $ | 156,500 | ||||
| | | | | | | | |
| | | | | | | | |
Asset_Retirement_Obligations
Asset Retirement Obligations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Asset Retirement Obligations | ||||||||
Asset Retirement Obligations | ||||||||
16. 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, 2013 to December 31, 2014 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Beginning asset retirement obligation | $ | 9,996 | $ | 8,469 | ||||
Liabilities incurred | 1,400 | 799 | ||||||
Disposals | — | (96 | ) | |||||
Accretion expense | 570 | 824 | ||||||
| | | | | | | | |
Ending asset retirement obligation | $ | 11,966 | $ | 9,996 | ||||
| | | | | | | | |
| | | | | | | | |
At December 31, 2014, 2013 and 2012, 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, 2014 | ||||||||
Long-Term Debt | ||||||||
Long-Term Debt | ||||||||
17. Long-Term Debt | ||||||||
Debt is summarized below (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Credit Facility | ||||||||
Revolving credit facility, variable interest, due March 2019(1) | $ | 97,600 | $ | — | ||||
Senior Notes | ||||||||
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 $413 and $474, respectively, issued February and March 2011 and due August 2021 | 324,587 | 324,526 | ||||||
2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 455,000 | 455,000 | ||||||
2023A Senior Notes, 5.5% interest, net of discount of $5,783 and $6,455, respectively, issued August 2012 and due February 2023 | 744,217 | 743,545 | ||||||
2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 1,000,000 | 1,000,000 | ||||||
2024 Senior Notes, 4.875% interest, issued November 2014 and due December 2024 | 500,000 | — | ||||||
| | | | | | | | |
Total long-term debt | $ | 3,621,404 | $ | 3,023,071 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | Applicable interest rate was 4.5% at December 31, 2014. | |||||||
Credit Facility | ||||||||
On March 20, 2014, the Partnership amended the Credit Facility to increase total borrowing capacity to $1.3 billion, extend the maturity by approximately 18 months to March 20, 2019, amend the pricing terms, expand the existing accordion option from $250 million to $500 million and provide the Partnership with the right to release the collateral securing the Credit Facility. The right to release collateral will occur once the Partnership's long-term, senior unsecured debt ("Index Debt") has received an investment grade rating from Standard & Poor's equal to or more favorable than BBB– (stable) and from Moody's equal to or more favorable than Baa3 (stable) and the Partnership's Total Leverage Ratio (as defined in the Credit Facility) is not greater than 5.00 to 1.00 ("Collateral Release Date"). The Partnership incurred approximately $2.0 million, $0 million and $2.5 million of deferred financing costs associated with modifications of the Credit Facility during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
The borrowings under the Credit Facility bear interest at a variable interest rate, plus a margin. 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 Credit 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"). Prior to the Collateral Release Date, the margin is determined by the Partnership's Total Leverage Ratio, ranging from 0.5% to 1.5% for Alternate Base Rate Loans and from 1.5% to 2.5% for LIBO Rate Loans. After the Collateral Release Date, the margin is determined by the credit rating for the Partnership's Index Debt issued by Moody's and Standard & Poor's, ranging from 0.125% to 1% for Alternate Base Rate Loans and from 1.125% to 2% 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 2.50 to 1.0 and the Total Leverage Ratio (as defined in the Credit Facility), which must be less than 5.5 to 1.0 prior to January 1, 2015, and thereafter until the Collateral Release Date the maximum permissible Total Leverage Ratio will be 5.25 to 1.0. In February 2015, we entered into an amendment which permanently increases our maximum permissible total leverage ratio to 5.5 to 1. The Total Leverage Ratio at any fiscal quarter-end on or after the Collateral Release Date shall not be greater than 5.00 to 1.00. | ||||||||
As of December 31, 2014, the Partnership was in compliance with these financial 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, 2014, the Partnership had approximately $97.6 million borrowings outstanding and $11.3 million of letters of credit outstanding under the Credit Facility, leaving approximately $1,191.1 million available for borrowing all of which 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 third-party expenses associated with 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 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 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 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 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 underwriting fees and third-party expenses. | ||||||||
2024 Senior Notes. In November 2014, the Partnership completed a public offering for $500.0 million in aggregate principal amount of 4.875% senior unsecured notes due December 2024. Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1, commencing June 1, 2015. The Partnership received aggregate net proceeds of approximately $493.8 million from the 2024 Senior Notes offerings, after deducting underwriting fees 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 proceeds from the 2024 Senior Notes were used to repay borrowings under our Credit Facility, fund capital expenditures and provide additional working capital for general partnership purposes. | ||||||||
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 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 loss was 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, 2014, there are no minimum principal payments on the Senior Notes due during the next five years. | ||||||||
Equity
Equity | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||
18. 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 2014, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
Quarter Ended | Distribution Per | Declaration Date | Record Date | Payment Date | ||||||||||||||||||||||
Common Unit | ||||||||||||||||||||||||||
December 31, 2014 | $ | 0.90 | January 21, 2015 | February 5, 2015 | February 13, 2015 | |||||||||||||||||||||
September 30, 2014 | $ | 0.89 | October 22, 2014 | November 5, 2014 | November 14, 2014 | |||||||||||||||||||||
June 30, 2014 | $ | 0.88 | July 24, 2014 | August 5, 2014 | August 14, 2014 | |||||||||||||||||||||
March 31, 2014 | $ | 0.87 | April 22, 2014 | May 7, 2014 | May 15, 2014 | |||||||||||||||||||||
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, 2013 | 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 | $ | 0.80 | July 26, 2012 | August 6, 2012 | August 14, 2012 | |||||||||||||||||||||
March 31, 2012 | $ | 0.79 | April 26, 2012 | May 7, 2012 | May 15, 2012 | |||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||
The public equity offerings completed during the years ended December 31, 2014, 2013 and 2012 were as follows (in millions): | ||||||||||||||||||||||||||
Year ended | Year ended | Year ended | Total | |||||||||||||||||||||||
December 31, 2012 | December 31, 2013 | December 31, 2014 | ||||||||||||||||||||||||
Common | Net | Common | Net | Common | Net | Common | Net | |||||||||||||||||||
units | Proceeds | units | Proceeds | units | Proceeds | units | Proceeds(1) | |||||||||||||||||||
January 13, 2012(2) | 0.7 | $ | 38 | — | $ | — | — | $ | — | 0.7 | $ | 38 | ||||||||||||||
March 16, 2012(2) | 6.8 | 388 | — | — | — | — | 6.8 | 388 | ||||||||||||||||||
May 14, 2012(3) | 8.0 | 427 | — | — | — | — | 8.0 | 427 | ||||||||||||||||||
August 17, 2012(2) | 6.9 | 338 | — | — | — | — | 6.9 | 338 | ||||||||||||||||||
November 19, 2012(2) | 9.8 | 437 | — | — | — | — | 9.8 | 437 | ||||||||||||||||||
November 2012 ATM(4) | 0.1 | 6 | 9.3 | 584 | — | — | 9.4 | 590 | ||||||||||||||||||
August 2013 ATM(5) | — | — | 5.9 | 396 | — | — | 5.9 | 396 | ||||||||||||||||||
September 2013 ATM(6) | — | — | 10.9 | 718 | 4.2 | 272 | 15.1 | 990 | ||||||||||||||||||
March 2014 ATM(7) | — | — | — | — | 17.9 | 1,191 | 17.9 | 1,191 | ||||||||||||||||||
November 2014 ATM(8) | — | — | — | — | 2.5 | 175 | 2.5 | 175 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | 32.3 | $ | 1,634 | 26.1 | $ | 1,698 | 24.6 | $ | 1,638 | 83.0 | $ | 4,970 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
-1 | 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. | |||||||||||||||||||||||||
-2 | Includes the full exercise of the underwriters' overallotment option unless otherwise noted. | |||||||||||||||||||||||||
-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 allowed 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 were 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 could 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 would enter into a separate agreement with the Manager. | |||||||||||||||||||||||||
-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. | |||||||||||||||||||||||||
-7 | In March 2014, we entered into an Equity Distribution Agreement with financial institutions (the "March 2014 Managers") that established an At the Market offering program (the "March 2014 ATM") pursuant to which the Partnership sold from time to time through the March 2014 Managers, as its sales agents, common units having an aggregate offering price of up to $1.2 billion. | |||||||||||||||||||||||||
-8 | In November 2014, we entered into an Equity Distribution Agreement with financial institutions (the "November 2014 Managers") that established an At the Market offering program (the "November 2014 ATM") pursuant to which the Partnership may sell from time to time through the November 2014 Managers, as its sales agents, common units having an aggregate offering price up to $1.5 billion. | |||||||||||||||||||||||||
Equity Conversions | ||||||||||||||||||||||||||
On July 1, 2013 and July 1, 2014, 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 three equal installments beginning on July 1, 2015 and each of the next two anniversaries of such date. | ||||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Commitments and Contingencies | |||||
19. 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 coverage 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, 2014, management does not believe there are any indications that the Partnership will not be able to meet the construction milestones, that force majeure does not apply, or that such fees and charges will otherwise be triggered. | |||||
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 $32.1 million, $25.8 million and $20.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Partnership also executed transportation and terminalling agreements that obligate us to minimum volume, throughput or payment commitments over the terms of the agreements, which range from three to ten years. After the minimum volume commitments are met in the transportation and terminalling agreements, the Partnership pays additional amounts based on throughput. There are escalation clauses in the transportation and terminalling agreements, which are based on CPI adjustments. The minimum future payments under these agreements as of December 31, 2014 are as follows (in thousands): | |||||
Year ending December 31, | |||||
2015 | $ | 63,803 | |||
2016 | 101,686 | ||||
2017 | 104,474 | ||||
2018 | 87,095 | ||||
2019 | 84,695 | ||||
2020 and thereafter | 444,598 | ||||
| | | | | |
$ | 886,351 | ||||
| | | | | |
| | | | | |
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 7 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, | |||||
2015 | $ | 17,412 | |||
2016 | 17,412 | ||||
2017 | 17,412 | ||||
2018 | 17,412 | ||||
2019 | 17,412 | ||||
2020 and thereafter | 177,793 | ||||
| | | | | |
Total minimum payments | 264,853 | ||||
Less: Services element | 101,313 | ||||
Less: Interest | 76,427 | ||||
| | | | | |
Total SMR liability | 87,113 | ||||
Less: Current portion of SMR Liability | 2,721 | ||||
| | | | | |
Long-term portion of SMR Liability | $ | 84,392 | |||
| | | | | |
| | | | | |
Lease_Operations
Lease Operations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Lease Operations | ||||||||
Lease Operations | ||||||||
20. 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 during 2023. | ||||||||
The Partnership's revenue from its implicit lease arrangements, excluding executory costs, totaled approximately $174.7 million, $122.9 million and $84.0 million for the years ended December 31, 2014, 2013 and 2012, 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, 2014 and 2013, the Partnership received approximately $15.6 million and $16.9 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, 2014 (in thousands): | ||||||||
Year ending December 31, | ||||||||
2015 | $ | 149,105 | ||||||
2016 | 159,747 | |||||||
2017 | 163,928 | |||||||
2018 | 164,084 | |||||||
2019 | 163,962 | |||||||
2020 and thereafter | 634,876 | |||||||
| | | | | ||||
Total minimum future rentals | $ | 1,435,702 | ||||||
| | | | | ||||
| | | | | ||||
The following schedule provides an analysis of the Partnership's investment in assets held for operating lease by major classes as of December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 873,509 | $ | 755,136 | ||||
Natural gas processing facilities | 656,031 | 374,312 | ||||||
Construction in progress | 146,320 | 119,006 | ||||||
| | | | | | | | |
Property, plant and equipment | 1,675,860 | 1,248,454 | ||||||
Less: accumulated depreciation | (198,478 | ) | (130,041 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 1,477,382 | $ | 1,118,413 | ||||
| | | | | | | | |
| | | | | | | | |
Incentive_Compensation_Plans
Incentive Compensation Plans | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Incentive Compensation Plans | |||||||||||
Incentive Compensation Plans | |||||||||||
21. Incentive Compensation Plans | |||||||||||
The Partnership's compensation plan administered by the Compensation Committee of the Board ("Compensation Committee") that was active during the periods presented in the accompanying Consolidated Statements of Operations is the 2008 Long-Term Incentive Plan ("2008 LTIP"). The 2008 LTIP awards are classified as equity awards. | |||||||||||
Compensation Expense | |||||||||||
Total compensation expense recorded for share-based pay arrangements was as follows (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Phantom units | $ | 18,961 | $ | 16,282 | $ | 14,615 | |||||
DERs(1) | 93 | 77 | 41 | ||||||||
| | | | | | | | | | | |
Total compensation expense | $ | 19,054 | $ | 16,359 | $ | 14,656 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | A DER 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 DERs 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, 2014, total compensation expense not yet recognized related to the unvested awards under the 2008 LTIP was approximately $14.6 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, DERs 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 DERs. 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 $2.2 million for the years ended December 31, 2012. | |||||||||||
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 2008 LTIP | |||||||||||
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 $8.9 million, $5.2 million and $8.1 million during the years ended December 31, 2014, 2013 and 2012, 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, 2014: | |||||||||||
Number of | Weighted- | ||||||||||
Units | average | ||||||||||
Grant-date | |||||||||||
Fair Value | |||||||||||
Unvested at December 31, 2013 | 757,509 | $ | 53.36 | ||||||||
Granted | 270,779 | 69.89 | |||||||||
Vested | (339,766 | ) | 49.43 | ||||||||
Forfeited | (13,181 | ) | 63.24 | ||||||||
| | | | | | | | ||||
Unvested at December 31, 2014 | 675,341 | 61.77 | |||||||||
| | | | | | | | ||||
| | | | | | | | ||||
The total fair value and intrinsic value of the phantom units vested under the 2008 LTIP was $16.8 million, $10.1 million and $10.4 million during the years ended December 31, 2014, 2013 and 2012, respectively. The total fair value and intrinsic value of the TSR Performance Units vested was zero, zero and $6.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plan | |
Employee Benefit Plan | |
22. 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 $5.5 million, $4.2 million and $3.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Income_Tax
Income Tax | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Income Tax | ||||||||||||||
Income Tax | ||||||||||||||
23. Income Tax | ||||||||||||||
The components of the provision for income tax expense (benefit) are as follows (in thousands): | ||||||||||||||
Year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Current income tax expense (benefit): | ||||||||||||||
Federal | $ | — | $ | (11,078 | ) | $ | (2,964 | ) | ||||||
State | 618 | (130 | ) | 598 | ||||||||||
| | | | | | | | | | | ||||
Total current | 618 | (11,208 | ) | (2,366 | ) | |||||||||
| | | | | | | | | | | ||||
Deferred income tax expense (benefit): | ||||||||||||||
Federal | 36,742 | 24,382 | 38,531 | |||||||||||
State | 4,859 | (505 | ) | 2,163 | ||||||||||
| | | | | | | | | | | ||||
Total deferred | 41,601 | 23,877 | 40,694 | |||||||||||
| | | | | | | | | | | ||||
Provision for income tax | $ | 42,219 | $ | 12,669 | $ | 38,328 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
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, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||||
Year ended December 31, 2014: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 77,093 | $ | 128,702 | $ | (3,273 | ) | $ | 202,522 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 26,983 | — | — | $ | 26,983 | |||||||||
Permanent items | 40 | — | — | 40 | ||||||||||
State income taxes net of federal benefit | 1,960 | 2,817 | — | 4,777 | ||||||||||
State tax rate changes | 4,417 | 10 | — | 4,427 | ||||||||||
Provision on income from Class A units(1) | 5,878 | — | — | 5,878 | ||||||||||
Other | 114 | — | — | 114 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 39,392 | $ | 2,827 | $ | — | $ | 42,219 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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 | ) | ||||||||
State 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 | ) | ||||||||
State 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 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-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, | ||||||||||||||
2014 | 2013 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Accruals and reserves | $ | 208 | $ | 221 | ||||||||||
Derivative instruments | — | 4,845 | ||||||||||||
Net operating loss carryforward | 424 | 18,134 | ||||||||||||
Capital loss carryforward | — | 904 | ||||||||||||
State tax credit | — | 74 | ||||||||||||
| | | | | | | | |||||||
Current deferred tax assets | 632 | 24,178 | ||||||||||||
Valuation allowance | — | (978 | ) | |||||||||||
| | | | | | | | |||||||
Current deferred income tax assets | 632 | 23,200 | ||||||||||||
| | | | | | | | |||||||
Current deferred income tax liabilities: | ||||||||||||||
Derivative instruments | (862 | ) | — | |||||||||||
| | | | | | | | |||||||
Current deferred tax subtotal | (230 | ) | 23,200 | |||||||||||
Long-term deferred tax assets: | ||||||||||||||
Accruals and reserves | 58 | 329 | ||||||||||||
Derivative instruments | — | 10,102 | ||||||||||||
Phantom unit compensation | 3,501 | 3,328 | ||||||||||||
Net operating loss carryforward | 48,640 | 9,283 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets | 52,199 | 23,042 | ||||||||||||
Long-term deferred tax liabilities: | ||||||||||||||
Property, plant and equipment and intangibles | (7,522 | ) | (4,755 | ) | ||||||||||
Derivative instruments | (6,268 | ) | — | |||||||||||
Investment in affiliated groups | (395,669 | ) | (305,853 | ) | ||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities | (409,459 | ) | (310,608 | ) | ||||||||||
| | | | | | | | |||||||
Long-term subtotal | (357,260 | ) | (287,566 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax liability | $ | (357,490 | ) | $ | (264,366 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
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, 2014, 2013 or 2012. As of December 31, 2014, the Corporation had NOL carryforwards for federal and state income tax purposes of approximately $47.8 million and $2.9 million, respectively. The federal NOL carryforwards expire in 20 years and the state NOL carryforwards expire from five to 20 years. Included in the NOL carryforwards is approximately $1.6 million attributable to tax deductions related to equity compensation in excess of compensation recognized for financial reporting. The Corporation had a capital loss carryforward of approximately $0.9 million and a state tax credit of $0.1 million, respectively, that expired in 2014. The Corporation did not anticipate utilizing the capital loss carryforward or state tax credit and had previously 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 2010 through 2013 remain open to examination by the major taxing jurisdictions to which the Corporation is subject. | ||||||||||||||
Activity in the Partnership's allowance for deferred tax asset valuation allowance is as follows (in thousands): | ||||||||||||||
Year ended | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Deferred Tax Asset Valuation Allowance | ||||||||||||||
Balance at beginning of period | $ | 978 | $ | 904 | $ | 977 | ||||||||
Charged to costs and expenses | — | 74 | (73 | ) | ||||||||||
Expiration of capital loss carryforward | (978 | ) | — | — | ||||||||||
| | | | | | | | | | | ||||
Balance at end of period | $ | — | $ | 978 | $ | 904 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Earnings_Per_Common_Unit
Earnings Per Common Unit | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Earnings Per Common Unit | |||||||||||
Earnings Per Common Unit | |||||||||||
24. 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, 2014, 2013 and 2012, 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, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income attributable to the Partnership's unitholders | $ | 133,881 | $ | 38,077 | $ | 220,402 | |||||
Less: Income allocable to phantom units | (2,229 | ) | (2,342 | ) | (2,142 | ) | |||||
| | | | | | | | | | | |
Income available for common unitholders—basic | 131,652 | 35,735 | 218,260 | ||||||||
Add: Income allocable to phantom units and DER expense(1) | 2,322 | 2,419 | 2,183 | ||||||||
| | | | | | | | | | | |
Income available for common unitholders—diluted | $ | 133,974 | $ | 38,154 | $ | 220,443 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average common units outstanding—basic | 171,009 | 138,409 | 109,979 | ||||||||
Potential common units (Class B and phantom units)(1) | 14,641 | 22,034 | 20,669 | ||||||||
| | | | | | | | | | | |
Weighted average common units outstanding—diluted | 185,650 | 160,443 | 130,648 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income attributable to the Partnership's common unitholders per common unit(2) | |||||||||||
Basic | $ | 0.77 | $ | 0.26 | $ | 1.98 | |||||
Diluted | $ | 0.72 | $ | 0.24 | $ | 1.69 | |||||
-1 | In 2014, 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 | 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, 2014 | ||||||||||||||||||||
Segment Information | ||||||||||||||||||||
Segment Information | ||||||||||||||||||||
25. 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, Ohio 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, fractionation and storage services. As disclosed in Note 3, Ohio Gathering was deconsolidated effective June 1, 2014 and its financial position as of December 31, 2014 and results of operations are reported under the equity method of accounting as of December 31, 2014 and for the seven months ended December 31, 2014, respectively. However, the Partnership's Chief Executive Officer and "chief operating decision maker" continues to view the Utica Segment inclusive of Ohio Gathering, and review its financial information as if it were still consolidated. 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, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||||||
Year ended December 31, 2014: | ||||||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Elimination(1) | Total | |||||||||||||||
Segment revenue | $ | 791,505 | $ | 152,975 | $ | 194,477 | $ | 1,035,026 | $ | (6,175 | ) | $ | 2,167,808 | |||||||
Segment purchased product costs | 147,500 | 23,773 | 66,345 | 595,064 | — | 832,682 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net operating margin | 644,005 | 129,202 | 128,132 | 439,962 | (6,175 | ) | 1,335,126 | |||||||||||||
Segment facility expenses | 151,898 | 54,224 | 31,974 | 132,360 | (6,175 | ) | 364,281 | |||||||||||||
Segment portion of operating income attributable to non-controlling interests | — | 35,422 | — | 11 | — | 35,433 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating income before items not allocated to segments | $ | 492,107 | $ | 39,556 | $ | 96,158 | $ | 307,591 | $ | — | $ | 935,412 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,482,791 | $ | 1,031,128 | $ | 4,937 | $ | 142,982 | $ | — | $ | 2,661,838 | ||||||||
Capital expenditures for Ohio Gathering after deconsolidation(2) | (309,112 | ) | ||||||||||||||||||
Capital expenditures not allocated to segments | 16,989 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 2,369,715 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
-1 | Amounts represent revenues and expenses associated with the Northeast segment fractionation completed on behalf of the Marcellus and Utica segments. | |||||||||||||||||||
-2 | As disclosed in Note 3, Ohio Gathering was deconsolidated effective June 1, 2014, and its financial position as of December 31, 2014 and results of operations are reported under the equity method of accounting as of December 31, 2014 and for the seven months ended December 31, 2014, respectively. However, the Partnership's Chief Executive Officer and "chief operating decision maker" continue to view the Utica Segment inclusive of Ohio Gathering, and review its financial information as if they are still combined. The Utica segment includes $309 million related to Ohio Gathering capital expenditures after deconsolidation on June 1, 2014 (See Note 3 of these Notes to the Condensed Consolidated Financial Statements). | |||||||||||||||||||
Year ended December 31, 2013: | ||||||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | ||||||||||||||||
Segment revenue | $ | 527,073 | $ | 26,442 | $ | 204,326 | $ | 935,426 | $ | 1,693,267 | ||||||||||
Segment 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 | |||||||||||||||
Segment facility expenses | 108,781 | 35,081 | 28,425 | 127,112 | 299,399 | |||||||||||||||
Segment 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 | ||||||||||
Segment purchased product costs | 74,024 | — | 68,402 | 387,902 | 530,328 | |||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Net operating margin | 245,843 | 571 | 157,416 | 455,056 | 858,886 | |||||||||||||||
Segment facility expenses | 65,825 | 3,968 | 24,106 | 122,691 | 216,590 | |||||||||||||||
Segment 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 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
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, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
Total segment revenue | $ | 2,167,808 | $ | 1,693,267 | $ | 1,389,214 | ||||||||||||||
Derivative gain (loss) not allocated to segments | 40,151 | (24,638 | ) | 56,535 | ||||||||||||||||
Revenue adjustment for unconsolidated affiliate(1) | (41,446 | ) | — | — | ||||||||||||||||
Revenue deferral adjustment and other(2) | 9,660 | (6,182 | ) | (5,935 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue | $ | 2,176,173 | $ | 1,662,447 | $ | 1,439,814 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Operating income before items not allocated to segments | $ | 935,412 | $ | 706,181 | $ | 643,479 | ||||||||||||||
Portion of operating income (loss) attributable to non-controlling interests | 21,425 | (3,478 | ) | (1,183 | ) | |||||||||||||||
Derivative gain (loss) not allocated to segments | 95,266 | (25,770 | ) | 69,126 | ||||||||||||||||
Revenue adjustment for unconsolidated affiliate(1) | (41,446 | ) | — | — | ||||||||||||||||
Revenue deferral adjustment and other(2) | 4,455 | (6,182 | ) | (5,935 | ) | |||||||||||||||
Compensation expense included in facility expenses not allocated to segments | (3,932 | ) | (2,421 | ) | (1,022 | ) | ||||||||||||||
Facility expense, operational service fees and purchased product cost adjustments for unconsolidated affiliate(3) | 19,559 | — | — | |||||||||||||||||
Portion of operating income attributable to non-controlling interests of an unconsolidated affiliate(4) | 14,008 | — | — | |||||||||||||||||
Facility expenses adjustments(5) | 10,751 | 10,751 | 10,751 | |||||||||||||||||
Selling, general and administrative expenses | (126,499 | ) | (101,549 | ) | (93,444 | ) | ||||||||||||||
Depreciation | (422,755 | ) | (299,884 | ) | (183,250 | ) | ||||||||||||||
Amortization of intangible assets | (64,893 | ) | (64,644 | ) | (53,320 | ) | ||||||||||||||
Impairment of goodwill | (62,445 | ) | — | — | ||||||||||||||||
(Loss) gain on disposal of property, plant and equipment | (1,116 | ) | 33,763 | (6,254 | ) | |||||||||||||||
Accretion of asset retirement obligations | (570 | ) | (824 | ) | (672 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Income from operations | 377,220 | 245,943 | 378,276 | |||||||||||||||||
(Loss) earnings from unconsolidated affiliates | (4,477 | ) | 1,422 | 2,328 | ||||||||||||||||
Interest expense | (166,372 | ) | (151,851 | ) | (120,191 | ) | ||||||||||||||
Amortization of deferred financing costs and discount (a component of interest expense) | (7,289 | ) | (6,726 | ) | (5,601 | ) | ||||||||||||||
Loss on redemption of debt | — | (38,455 | ) | — | ||||||||||||||||
Miscellaneous income, net | 3,440 | 2,781 | 481 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Income before provision for income tax | $ | 202,522 | $ | 53,114 | $ | 255,293 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
-1 | Revenue adjustment for unconsolidated affiliate relates to Ohio Gathering revenue for the seven months ended December 31, 2014 (See note above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-2 | Revenue deferral 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, 2014, approximately $6.2 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, 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. Beginning in the first half of 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 $16.5 million, $1.0 million, and $1.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||
-3 | Facility expense, operational service fees and purchased product cost adjustments for unconsolidated affiliate consist of the facility expenses and purchased product costs related to Ohio Gathering for the seven months ended December 31, 2014 (See note (1) above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-4 | Portion of operating loss attributable to non-controlling interests of an unconsolidated affiliate amount relates to Summit's portion of Ohio Gathering's operating income, which is included in segment operating income calculation as if Ohio Gathering is consolidated (See note (1) above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-5 | Facility expenses adjustments consist of 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, 2014 and 2013 (in thousands): | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Marcellus | $ | 5,749,932 | $ | 4,529,028 | ||||||||||||||||
Utica(1) | 2,163,025 | 1,646,995 | ||||||||||||||||||
Northeast | 445,911 | 572,855 | ||||||||||||||||||
Southwest | 2,362,113 | 2,389,057 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total segment assets | 10,720,981 | 9,137,935 | ||||||||||||||||||
Assets not allocated to segments: | ||||||||||||||||||||
Certain cash and cash equivalents | — | 63,086 | ||||||||||||||||||
Fair value of derivatives | 37,428 | 11,962 | ||||||||||||||||||
Investment in unconsolidated affiliates | 108,849 | 75,627 | ||||||||||||||||||
Other(2) | 113,520 | 107,813 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total assets | $ | 10,980,778 | $ | 9,396,423 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
-1 | The December 31, 2014 amount excludes assets related to Ohio Gathering, which was deconsolidated on June 1, 2014 and reported as an equity investment as of December 31, 2014 (See note above and Note 3 of these Notes to the Consolidated Financial Statements). This amount includes Utica's investment in Ohio Gathering. | |||||||||||||||||||
-2 | 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, 2014 | |||||||||||||||||
Supplemental Condensed Consolidating Financial Information | |||||||||||||||||
Supplemental Condensed Consolidating Financial Information | |||||||||||||||||
26. Supplemental Condensed Consolidating Financial Information | |||||||||||||||||
MarkWest Energy Partners has no significant operations independent of its subsidiaries. As of December 31, 2014, the Partnership's obligations under the outstanding Senior Notes (see Note 17) 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 17 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, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 108,887 | $ | — | $ | 108,887 | |||||||
Restricted cash | — | — | 20,000 | — | 20,000 | ||||||||||||
Receivables and other current assets | 1,219 | 225,695 | 153,834 | — | 380,748 | ||||||||||||
Receivables from unconsolidated affiliates, net | 247 | 3,001 | 3,849 | — | 7,097 | ||||||||||||
Intercompany receivables | 633,994 | 24,683 | 178,109 | (836,786 | ) | — | |||||||||||
Fair value of derivative instruments | — | 17,386 | 3,535 | — | 20,921 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 635,460 | 270,765 | 468,214 | (836,786 | ) | 537,653 | |||||||||||
Total property, plant and equipment, net | 9,992 | 2,140,565 | 6,550,040 | (47,697 | ) | 8,652,900 | |||||||||||
Other long-term assets: | |||||||||||||||||
Investment in unconsolidated affiliates | — | 82,616 | 733,226 | (10,209 | ) | 805,633 | |||||||||||
Investment in consolidated affiliates | 7,990,532 | 6,500,008 | — | (14,490,540 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 546,637 | 262,640 | — | 809,277 | ||||||||||||
Fair value of derivative instruments | — | 16,507 | — | — | 16,507 | ||||||||||||
Intercompany notes receivable | 186,100 | — | — | (186,100 | ) | — | |||||||||||
Other long-term assets | 52,825 | 29,412 | 76,571 | — | 158,808 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 8,874,909 | $ | 9,586,510 | $ | 8,090,691 | $ | (15,571,332 | ) | $ | 10,980,778 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | 3,287 | $ | 729,714 | $ | 103,787 | $ | (836,788 | ) | $ | — | ||||||
Payables to unconsolidated affiliates | — | — | 8,621 | — | 8,621 | ||||||||||||
Other current liabilities | 69,552 | 177,269 | 386,821 | (2,400 | ) | 631,242 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 72,839 | 906,983 | 499,229 | (839,188 | ) | 639,863 | |||||||||||
Deferred income taxes | 6,162 | 351,098 | — | — | 357,260 | ||||||||||||
Long-term intercompany financing payable | — | 186,100 | 95,061 | (281,161 | ) | — | |||||||||||
Long-term debt, net of discounts | 3,621,404 | — | — | — | 3,621,404 | ||||||||||||
Other long-term liabilities | 8,794 | 151,797 | 8,421 | — | 169,012 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 4,714,191 | 7,990,532 | 7,487,980 | (15,434,460 | ) | 4,758,243 | |||||||||||
Class B Units | 451,519 | — | — | — | 451,519 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 983,477 | 983,477 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 5,165,710 | 7,990,532 | 7,487,980 | (14,450,983 | ) | 6,193,239 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 8,874,909 | $ | 9,586,510 | $ | 8,090,691 | $ | (15,571,332 | ) | $ | 10,980,778 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 | 117,517 | — | 390,375 | ||||||||||||
Receivables from unconsolidated affiliates, net | — | — | 17,363 | — | 17,363 | ||||||||||||
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 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations | |||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,301,713 | $ | 911,768 | $ | (37,308 | ) | $ | 2,176,173 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 602,515 | 171,521 | — | 774,036 | ||||||||||||
Facility expenses | — | 158,178 | 191,007 | (2,546 | ) | 346,639 | |||||||||||
Selling, general and administrative expenses | 49,572 | 45,261 | 44,765 | (13,099 | ) | 126,499 | |||||||||||
Depreciation and amortization | 1,169 | 200,198 | 291,224 | (4,943 | ) | 487,648 | |||||||||||
Impairment of goodwill | — | 62,445 | — | — | 62,445 | ||||||||||||
Other operating expenses | — | (90 | ) | 7,046 | (5,270 | ) | 1,686 | ||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 50,741 | 1,068,507 | 705,563 | (25,858 | ) | 1,798,953 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (50,741 | ) | 233,206 | 206,205 | (11,450 | ) | 377,220 | ||||||||||
Earnings from consolidated affiliates | 334,328 | 164,964 | — | (499,292 | ) | — | |||||||||||
Other expense, net | (173,758 | ) | (24,450 | ) | (14,820 | ) | 38,330 | (174,698 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 109,829 | 373,720 | 191,385 | (472,412 | ) | 202,522 | |||||||||||
Provision for income tax expense | (2,827 | ) | (39,392 | ) | — | — | (42,219 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 107,002 | 334,328 | 191,385 | (472,412 | ) | 160,303 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (26,422 | ) | (26,422 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 107,002 | $ | 334,328 | $ | 191,385 | $ | (498,834 | ) | $ | 133,881 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (186,872 | ) | $ | 455,558 | $ | 383,033 | $ | 16,680 | $ | 668,399 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Capital expenditures | (5,755 | ) | (157,403 | ) | (2,187,824 | ) | (18,733 | ) | (2,369,715 | ) | |||||||
Equity investments in consolidated affiliates | (64,890 | ) | (2,177,092 | ) | — | 2,241,982 | — | ||||||||||
Intercompany advances, net | (1,430,429 | ) | — | — | 1,430,429 | — | |||||||||||
Investment in unconsolidated affiliates | — | (13,008 | ) | (250,997 | ) | — | (264,005 | ) | |||||||||
Distributions from consolidated affiliates | 103,100 | 382,756 | — | (485,856 | ) | — | |||||||||||
Investment in intercompany notes receivable, net | (34,900 | ) | — | — | 34,900 | — | |||||||||||
Proceeds from sale of interest in unconsolidated affiliates | — | — | 341,137 | — | 341,137 | ||||||||||||
Proceeds from disposal of property, plant and equipment | — | 5,089 | 17,398 | — | 22,487 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,432,874 | ) | (1,959,658 | ) | (2,080,286 | ) | 3,202,722 | (2,270,096 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,638,090 | — | — | — | 1,638,090 | ||||||||||||
Proceeds from Credit Facility | 3,151,500 | — | — | — | 3,151,500 | ||||||||||||
Payments of Credit Facility | (3,053,900 | ) | — | — | — | (3,053,900 | ) | ||||||||||
Proceeds from long-term debt | 500,000 | — | — | — | 500,000 | ||||||||||||
Payments related to intercompany financing, net | — | 34,900 | (2,131 | ) | (32,769 | ) | — | ||||||||||
Payments for debt issuance costs and deferred financing costs | (8,201 | ) | — | — | — | (8,201 | ) | ||||||||||
Contributions from non-controlling interest | — | — | 15,400 | — | 15,400 | ||||||||||||
Contributions from parent and affiliates | — | 64,890 | 2,177,092 | (2,241,982 | ) | — | |||||||||||
Payments of SMR liability | — | (2,460 | ) | — | — | (2,460 | ) | ||||||||||
Share-based payment activity | (8,947 | ) | — | — | — | (8,947 | ) | ||||||||||
Payment of distributions | (599,020 | ) | (103,100 | ) | (389,939 | ) | 485,856 | (606,203 | ) | ||||||||
Intercompany advances, net | — | 1,430,507 | — | (1,430,507 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 1,619,522 | 1,424,737 | 1,800,422 | (3,219,402 | ) | 1,625,279 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | (224 | ) | (79,363 | ) | 103,169 | — | 23,582 | ||||||||||
Cash and cash equivalents at beginning of year | 224 | 79,363 | 5,718 | — | 85,305 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | — | $ | — | $ | 108,887 | $ | — | $ | 108,887 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 in consolidated affiliates | (59,468 | ) | (2,200,000 | ) | — | 2,259,468 | — | ||||||||||
Intercompany advances, net | (1,824,310 | ) | — | — | 1,824,310 | — | |||||||||||
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 receivable, net | 73,800 | — | — | (73,800 | ) | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 757 | 208,546 | — | 209,303 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,715,219 | ) | (2,104,356 | ) | (2,614,631 | ) | 3,371,644 | (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 provided by financing activities | 1,683,694 | 1,712,189 | 2,365,480 | (3,394,902 | ) | 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 in consolidated affiliates | (55,283 | ) | (1,880,279 | ) | — | 1,935,562 | — | ||||||||||
Intercompany advances, net | (1,591,329 | ) | 1,591,329 | — | |||||||||||||
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 receivable, net | (12,300 | ) | — | — | 12,300 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 1,732 | 77 | (1,213 | ) | 596 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,583,619 | ) | (2,047,602 | ) | (2,143,026 | ) | 3,302,159 | (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 | 1,947,940 | 1,582,330 | 2,002,646 | (3,321,417 | ) | 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 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Supplemental Cash Flow Information | |||||||||||
Supplemental Cash Flow Information | |||||||||||
27. Supplemental Cash Flow Information | |||||||||||
The following table provides information regarding supplemental cash flow information (in thousands): | |||||||||||
Year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid for interest, net of amounts capitalized | $ | 163,614 | $ | 137,815 | $ | 109,001 | |||||
Cash (received) paid for income taxes, net | (222 | ) | (25,324 | ) | 17,940 | ||||||
Supplemental schedule of non-cash investing and financing activities: | |||||||||||
Amounts payable for property, plant and equipment | $ | 351,397 | $ | 500,171 | $ | 408,557 | |||||
Interest capitalized on construction in progress | 28,088 | 35,053 | 26,061 | ||||||||
Issuance of common units for vesting of share-based payment awards | 7,847 | 4,861 | 2,510 | ||||||||
Conversion of Class B units to common units | 150,506 | 150,506 | — | ||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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 2014 and 2013 (in thousands, except per unit data): | ||||||||||||||
Three months ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
2014 | ||||||||||||||
Total revenue | $ | 512,476 | $ | 518,366 | $ | 607,086 | $ | 538,245 | ||||||
Income from operations | 72,001 | 55,626 | 139,495 | 110,098 | ||||||||||
Net income | 15,916 | 13,048 | 86,048 | 45,291 | ||||||||||
Net income attributable to the Partnership's unitholders | 12,492 | 8,977 | 77,434 | 34,978 | ||||||||||
Net income attributable to the Partnership's common unitholders per common unit(2): | ||||||||||||||
Basic | $ | 0.08 | $ | 0.05 | $ | 0.43 | $ | 0.19 | ||||||
Diluted | $ | 0.07 | $ | 0.05 | $ | 0.41 | $ | 0.18 | ||||||
Three months ended(3) | ||||||||||||||
March 31(4) | 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(2): | ||||||||||||||
Basic | $ | (0.12 | ) | $ | 0.63 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Diluted | $ | (0.12 | ) | $ | 0.55 | $ | (0.17 | ) | $ | (0.05 | ) | |||
-1 | Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives, impairment of goodwill, provision for income taxes and increased revenues from our continued growth. | |||||||||||||
-2 | 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. | |||||||||||||
-3 | Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives. | |||||||||||||
-4 | 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 17 for further details | |||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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 a remaining maturity of 90 days or less at the date of acquisition 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 net realizable 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 7 for a description of the transaction and its impact on the financial statements. The Partnership accounted for the deconsolidation of Ohio Gathering as a partial sale of in-substance real estate. See Note 3 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). | ||||||||||||||
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. | ||||||||||||||
The Partnership performed its goodwill impairment analysis as of November 30, 2014 and determined that the carrying value of the Appalachia Reporting Unit in its Northeast segment exceeded its fair value. The Partnership completed the second step of our goodwill impairment analysis comparing the implied fair value of the reporting unit's goodwill to the carrying amount of that goodwill and determined the goodwill related to the Appalachia Reporting Unit was fully impaired and recorded an impairment charge of $62.4 million. The impairment was due primarily to a decline in commodity prices and the uncertainty related to the extension of certain material processing facility operating contracts. There were no impairments as a result of the Partnership's 2013 and 2012 goodwill impairment analyses. | ||||||||||||||
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 producer customers' reserves behind the asset and future NGL product and natural gas prices to estimate cash flows. The amount of additional producer customers' reserves developed by future drilling activity depends, in part, on expected natural gas prices. Projections of producer customers' 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, 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. 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, 2014, 2013 and 2012, 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, receivables from unconsolidated affiliates, accounts payable, payables to unconsolidated affiliates 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 9). 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, 2014 and 2013 (in thousands): | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,621,404 | $ | 3,660,628 | $ | 3,023,071 | $ | 3,079,460 | ||||||
SMR Liability | 87,113 | 111,686 | 89,592 | 120,922 | ||||||||||
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. The long-term debt and SMR fair values are considered Level 2 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 8 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 9. | ||||||||||||||
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. The Partnership disaggregates revenue as Product sales and Service revenue on the Consolidated Statements of Operations. Revenue is reported as follows: | ||||||||||||||
• | Product Sales—Product sales represent the sale of NGLs, condensate and natural gas. The product is primarily obtained as consideration for or related to providing midstream services. | |||||||||||||
• | Service Revenue—Service revenue represents all other revenue generated as the result of performing the services listed above. | |||||||||||||
The Partnership enters into a variety of contract types in order to generate Product Sales and Service Revenue. 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 normally directly dependent on commodity prices. In certain cases, the Partnership's arrangements provide for minimum annual payments or fixed demand charges. | |||||||||||||
Fee-based arrangements are reported as Service Revenue on the Consolidated Statements of Operations. In certain instances when specifically stated in the contract terms, the Partnership purchases product after fee-based services have been provided. Revenue from the sale of products purchased after services are provided is reported as Product Sales and recognized on a gross basis as the Partnership is the principal in the transaction. | ||||||||||||||
• | 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 (take-in-kind arrangements) and sells the volumes the Partnership retains to third parties. Revenue from these arrangements is reported on a gross basis where the Partnership acts as the principal, as the Partnership has physical inventory risk and does not earn a fixed dollar amount. The agreed-upon percentage paid to the producer is reported as Purchased Product Costs on the Consolidated Statements of Operations. Revenue is recognized on a net basis when the Partnership acts as an agent and earns a fixed dollar amount of physical product and does not have risk of loss of the gross amount of gas and/or NGLs. Percent-of-proceeds revenue is reported as Product Sales on the Consolidated Statements of Operations. | |||||||||||||
• | 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. Sales of NGLs under these arrangements are reported as Product Sales on the Consolidated Statements of Operations and are reported on a gross basis as the Partnership is the principal in the arrangement. Natural gas purchased to return to the producer and shared NGL profits are recorded as Purchase Product Costs in the Consolidated Statement of Operations. | |||||||||||||
• | 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. Revenue generated from percent of index arrangements are reported as Product Sales on the Consolidated Statements of Operations and are recognized on a gross basis as the Partnership purchases and takes title to the product prior to sale and is the principal in the transaction. | |||||||||||||
In many cases, the Partnership provides services under contracts that contain a combination of more than one of the arrangements described above. When fees are charged (in addition to product received) under keep-whole arrangements, percent-of-proceeds arrangements or percent-of-index arrangements, the Partnership records such fees as Service Revenue on the Consolidated Statements of Operations. The terms of the Partnership's contracts vary based on gas quality conditions, the competitive environment when the contracts are signed and customer requirements. | ||||||||||||||
Amounts billed to customers for shipping and handling, including fuel costs, are included in Product Sales on the Consolidated Statements of Operations, except under contracts where we are acting as an agent. Shipping and handling costs associated with product sales are included in Purchased Product Costs on the Consolidated Statements of Operations. Taxes collected from customers and remitted to the appropriate taxing authority are excluded from revenue. Facility expenses and depreciation represent those expenses related to operating our various facilities and are necessary to provide both Product Sales and Services Revenue. | ||||||||||||||
The Partnership's assessment of each of the revenue recognition criteria as they relate to its revenue producing activities are as follows: persuasive evidence of an arrangement exists, delivery, the fee is fixed or determinable and collectability is reasonably assured. It is upon delivery or title transfer to the customer that the Partnership meets all four revenue recognition criteria and it is at such time that the Partnership recognizes Product Sales. It is upon completion of services provided that the Partnership meets all four criteria and it is at such time that the Partnership recognizes Service 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 21. 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 represents 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 Sheets 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 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 unless the subsidiary meets the definition of in substance real estate. Deconsolidation of in substance real estate is recorded at cost with no gain nor loss recognized. 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. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||
In April 2014, the FASB issued ASU 2014-08—Presentation Of Financial Statements (Topic 205) And Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations And Disclosures Of Disposals Of Components Of An Entity ("ASU 2014-08") that will supersede previous GAAP for accounting for discontinued operations. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective for the Partnership prospectively as of January 1, 2015; however the Partnership has elected to early adopt the guidance as of April 1, 2014. The adoption of the guidance did not have a material effect on the Partnership's consolidated financial statements. | ||||||||||||||
In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers ("ASU 2014-09") that will supersede current revenue recognition guidance. ASU 2014-09 is intended to provide companies with a single comprehensive model to use for all revenue arising from contracts with customers, which would include real estate sales transactions. ASU 2014-09 is effective for the Partnership as of January 1, 2017 and must be adopted using either a full retrospective approach for all periods presented in the period of adoption (with some limited relief provided) or a modified retrospective approach. The Partnership is in the early stages of evaluating ASU 2014-09 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU 2014-15—Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), that provides guidance on management's responsibility to perform interim and annual assessments of an entity's ability to continue as a going concern and provides related disclosure requirements. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Partnership is in the early stages of evaluating ASU 2014-15 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
In February 2015, the FASB issued ASU 2015-02—Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02") that will modify current consolidation guidance. ASU 2015-02 makes changes to both the variable interest model and the voting interest model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. ASU 2015-02 is effective for the Partnership as of January 1, 2016 and early adoption is permitted. The Partnership is in the early stages of evaluating ASU 2015-02 and has not yet determined the impact on the Partnership's consolidated financial statements. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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, 2014 and 2013 (in thousands): | |||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Value | Value | Value | Value | |||||||||||
Long-term debt | $ | 3,621,404 | $ | 3,660,628 | $ | 3,023,071 | $ | 3,079,460 | ||||||
SMR Liability | 87,113 | 111,686 | 89,592 | 120,922 | ||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 | |||||
Summary of purchase price allocation | The following table summarizes the purchase price allocation for the two acquisitions (in thousands): | ||||||||
Buffalo Creek | Keystone | ||||||||
Assets: | |||||||||
Cash | $ | — | $ | 2,837 | |||||
Accounts receivable | — | 1,756 | |||||||
Inventory | — | 86 | |||||||
Property, plant and equipment | 144,115 | 136,593 | |||||||
Goodwill | 2,682 | 74,256 | |||||||
Intangible asset | 84,500 | 304,708 | |||||||
Liabilities: | |||||||||
Accounts payable | (6,087 | ) | (12,117 | ) | |||||
Other short-term liabilities | — | (175 | ) | ||||||
Other long-term liabilities | — | (632 | ) | ||||||
| | | | | | | | ||
Total | $ | 225,210 | $ | 507,312 | |||||
| | | | | | | | ||
| | | | | | | | ||
SMR_Transaction_Tables
SMR Transaction (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
SMR Transaction | ||||||||
Schedule of amounts related to the SMR included in the Consolidated Balance Sheets | As of December 31, 2014 and 2013, the following amounts related to the SMR are included in the accompanying Consolidated Balance Sheets (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Assets | ||||||||
Property, plant and equipment, net of accumulated depreciation of $25,463 and $20,195, respectively | $ | 79,901 | $ | 85,169 | ||||
Liabilities | ||||||||
Accrued liabilities | $ | 2,721 | $ | 2,479 | ||||
Other long-term liabilities | 84,392 | 87,113 | ||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
Schedule of notional amounts of derivative contracts | As of December 31, 2014, 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 | 439,984 | ||||||||||||||||||
NGLs (gal) | Short | 7,131,622 | ||||||||||||||||||
Reconciliation of asset recorded for embedded derivative | See the following table for a reconciliation of the asset recorded for the embedded derivative as of December 31, 2014 (in thousands): | |||||||||||||||||||
Fair value of commodity contract | $ | (34,731 | ) | |||||||||||||||||
Inception value for period from April 1, 2015 to December 31, 2022. | (53,507 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Derivative asset as of December 31, 2014 | $ | 18,776 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Schedule of the impact of derivative instruments on the balance sheet and statement of operations | 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 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Commodity contracts(1) | ||||||||||||||||||||
Fair value of derivative instruments—current | $ | 20,921 | $ | 11,457 | $ | — | $ | (28,838 | ) | |||||||||||
Fair value of derivative instruments—long-term | 16,507 | 505 | — | (27,763 | ) | |||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 37,428 | $ | 11,962 | $ | — | $ | (56,601 | ) | |||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
-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 | 2014 | 2013 | 2012 | |||||||||||||||||
gain or (loss) recognized in income | ||||||||||||||||||||
Revenue: Derivative gain (loss) | ||||||||||||||||||||
Realized gain (loss) | $ | 15,002 | $ | (3,534 | ) | $ | (6,508 | ) | ||||||||||||
Unrealized gain (loss) | 25,149 | (21,104 | ) | 63,043 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue: derivative gain (loss) | 40,151 | (24,638 | ) | 56,535 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative gain (loss) related to purchased product costs | ||||||||||||||||||||
Realized loss | (1,803 | ) | (6,634 | ) | (26,493 | ) | ||||||||||||||
Unrealized gain | 60,195 | 8,371 | 40,455 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Total derivative gain related to purchase product costs | 58,392 | 1,737 | 13,962 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Derivative loss related to facility expenses | ||||||||||||||||||||
Unrealized loss | (3,277 | ) | (2,869 | ) | (1,371 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Total gain (loss) | $ | 95,266 | $ | (25,770 | ) | $ | 69,126 | |||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
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, 2014 | 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 | $ | 18,652 | $ | — | $ | 18,652 | $ | — | $ | — | $ | — | ||||||||
Embedded derivatives in commodity contracts | 2,269 | — | 2,269 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total current derivative instruments | 20,921 | — | 20,921 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Non-current | ||||||||||||||||||||
Commodity contracts | — | — | — | — | — | — | ||||||||||||||
Embedded derivatives in commodity contracts | 16,507 | — | 16,507 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total non-current derivative instruments | 16,507 | — | 16,507 | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total derivative instruments | $ | 37,428 | $ | — | $ | 37,428 | $ | — | $ | — | $ | — | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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 | ) | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value | |||||||||
Schedule of derivative instruments carried at fair value | The following table presents the financial instruments carried at fair value as of December 31, 2014 and 2013 and by the valuation hierarchy (in thousands): | ||||||||
As of December 31, 2014 | Assets | Liabilities | |||||||
Significant other observable inputs (Level 2) | |||||||||
Commodity contracts | $ | 14,812 | $ | — | |||||
Significant unobservable inputs (Level 3) | |||||||||
Commodity contracts | 3,840 | — | |||||||
Embedded derivatives in commodity contracts | 18,776 | — | |||||||
| | | | | | | | ||
Total carrying value in Consolidated Balance Sheet | $ | 37,428 | $ | — | |||||
| | | | | | | | ||
| | | | | | | | ||
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 | ) | ||||
| | | | | | | | ||
| | | | | | | | ||
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) | $0.50 - $0.50 | Jan. 2015 - Mar. 2015 | |||||
Propane option volatilities (%) | 30.24% - 44.16% | Jan. 2015 - Mar. 2015 | |||||||
Embedded derivatives in commodity contracts | Assets | Forward propane prices (per gallon)(1) | $0.50 - $0.61 | Jan. 2015 - Dec. 2022 | |||||
Forward isobutane prices (per gallon)(1) | $0.69 - $0.84 | Jan. 2015 - Dec. 2022 | |||||||
Forward normal butane prices (per gallon)(1) | $0.64 - $0.81 | Jan. 2015 - Dec. 2022 | |||||||
Forward natural gasoline prices (per gallon)(1) | $0.99 - $1.27 | Jan. 2015 - Dec. 2022 | |||||||
Forward natural gas prices (per MMBtu)(2) | $2.69 - $4.27 | Jan. 2015 - Dec. 2022 | |||||||
Probability of renewal(3) | 0% | ||||||||
-1 | NGL prices increase over the respective periods. | ||||||||
-2 | Natural gas prices used in the valuations are generally at the lower end of the range in the early years and increase over time. | ||||||||
-3 | 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, 2014 and 2013 (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, 2014 | |||||||||
Commodity | Embedded | ||||||||
Derivative | Derivatives | ||||||||
Contracts (net) | in Commodity | ||||||||
Contracts (net) | |||||||||
Fair value at beginning of period | $ | (5,460 | ) | $ | (35,032 | ) | |||
Total loss (realized and unrealized) included in earnings(1) | 24,555 | 46,360 | |||||||
Settlements | (15,255 | ) | 7,448 | ||||||
| | | | | | | | ||
Fair value at end of period | $ | 3,840 | $ | 18,776 | |||||
| | | | | | | | ||
| | | | | | | | ||
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 | $ | 3,840 | $ | 46,539 | |||||
| | | | | | | | ||
| | | | | | | | ||
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 gain (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 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 | ) | $ | (8,559 | ) | |||
| | | | | | | | ||
| | | | | | | | ||
-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 related to purchased product costs and Derivative loss related to facility expenses. | ||||||||
Receivables_Tables
Receivables (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables | ||||||||
Summary of receivables | Receivables consist of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Trade, net | $ | 274,211 | $ | 266,560 | ||||
Other | 28,048 | 15,184 | ||||||
| | | | | | | | |
Total receivables | $ | 302,259 | $ | 281,744 | ||||
| | | | | | | | |
| | | | | | | | |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventories | ||||||||
Schedule of components of inventories | Inventories consist of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
NGLs | $ | 9,687 | $ | 21,131 | ||||
Line fill | 6,241 | 7,960 | ||||||
Spare parts, materials and supplies | 15,821 | 12,272 | ||||||
| | | | | | | | |
Total inventories | $ | 31,749 | $ | 41,363 | ||||
| | | | | | | | |
| | | | | | | | |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Summary of property, plant and equipment | Property, plant and equipment consist of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 4,623,465 | $ | 4,290,918 | ||||
Processing plants | 2,967,428 | 1,879,184 | ||||||
Fractionation and storage facilities | 380,367 | 220,344 | ||||||
Crude oil pipelines | 17,779 | 16,730 | ||||||
Land, building, office equipment and other | 974,104 | 710,737 | ||||||
Construction in progress | 960,381 | 1,465,854 | ||||||
| | | | | | | | |
Property, plant and equipment | 9,923,524 | 8,583,767 | ||||||
Less: accumulated depreciation | (1,270,624 | ) | (890,598 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 8,652,900 | $ | 7,693,169 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
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, 2014 (in thousands). | ||||||||||||||||||||||
Marcellus | Northeast | Southwest | Total | ||||||||||||||||||||
Gross goodwill | $ | 74,256 | $ | 62,445 | $ | 34,178 | $ | 170,879 | |||||||||||||||
Impairment losses(1) | — | — | (28,705 | ) | (28,705 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2012 | 74,256 | 62,445 | 5,473 | 142,174 | |||||||||||||||||||
Acquisition(2) | — | — | 2,682 | 2,682 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2013 | 74,256 | 62,445 | 8,155 | 144,856 | |||||||||||||||||||
Impairment losses(1) | — | (62,445 | ) | — | (62,445 | ) | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2014 | $ | 74,256 | $ | — | $ | 8,155 | $ | 82,411 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
Gross goodwill as of December 31, 2014 | 74,256 | 62,445 | 36,860 | 173,561 | |||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||
Impairment losses(1) | — | (62,445 | ) | (28,705 | ) | (91,150 | ) | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||||
Balance as of December 31, 2014 | $ | 74,256 | $ | — | $ | 8,155 | $ | 82,411 | |||||||||||||||
| | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | ||||||||||
-1 | Southwest impairments recorded in the fourth quarter of 2008 and Northeast impairments recorded in the fourth quarter of 2014. | ||||||||||||||||||||||
-2 | Represents goodwill associated with the Buffalo Creek Acquisition (see Note 5). | ||||||||||||||||||||||
Schedule of intangible assets | The Partnership's intangible assets as of December 31, 2014 and 2013 are comprised of customer contracts and relationships, as follows (in thousands): | ||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
Description | Gross | Accumulated | Net | Gross | Accumulated | Net | Useful Life | ||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||
Marcellus | $ | 304,708 | $ | (42,211 | ) | $ | 262,497 | $ | 304,708 | $ | (26,382 | ) | $ | 278,326 | 19 yrs. | ||||||||
Northeast | 102,473 | (58,084 | ) | 44,389 | 102,473 | (48,402 | ) | 54,071 | 12 yrs. | ||||||||||||||
Southwest | 752,423 | (250,032 | ) | 502,391 | 753,343 | (210,948 | ) | 542,395 | 10 - 25 yrs. | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,159,604 | $ | (350,327 | ) | $ | 809,277 | $ | 1,160,524 | $ | (285,732 | ) | $ | 874,792 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Schedule of estimated future amortization expense related to the intangible assets | Estimated future amortization expense related to the intangible assets at December 31, 2014 is as follows (in thousands): | ||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||
2015 | $ | 63,768 | |||||||||||||||||||||
2016 | 63,768 | ||||||||||||||||||||||
2017 | 63,768 | ||||||||||||||||||||||
2018 | 63,768 | ||||||||||||||||||||||
2019 | 63,768 | ||||||||||||||||||||||
Thereafter | 490,437 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
$ | 809,277 | ||||||||||||||||||||||
| | | | | |||||||||||||||||||
| | | | | |||||||||||||||||||
Accrued_Liabilities_and_Other_1
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities and Other Long-Term Liabilities | ||||||||
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2014 and 2013 consist of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued property, plant and equipment | $ | 234,662 | $ | 324,641 | ||||
Interest | 55,441 | 52,683 | ||||||
Product and operations | 16,246 | 24,505 | ||||||
Taxes (other than income tax) | 19,415 | 11,528 | ||||||
Employee compensation | 19,625 | 11,377 | ||||||
Other | 14,617 | 13,113 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 360,006 | $ | 437,847 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of other long-term liabilities | Other long-term liabilities as of December 31, 2014 and 2013 consist of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
SMR Liability (see Note 7) | $ | 84,392 | $ | 87,113 | ||||
Deferred revenue | 63,889 | 55,621 | ||||||
Asset retirement obligation (See Note 16) | 11,966 | 9,996 | ||||||
Deferred rent and other | 8,765 | 3,770 | ||||||
| | | | | | | | |
Total other long-term liabilities | $ | 169,012 | $ | 156,500 | ||||
| | | | | | | | |
| | | | | | | | |
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Asset Retirement Obligations | ||||||||
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, 2013 to December 31, 2014 (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Beginning asset retirement obligation | $ | 9,996 | $ | 8,469 | ||||
Liabilities incurred | 1,400 | 799 | ||||||
Disposals | — | (96 | ) | |||||
Accretion expense | 570 | 824 | ||||||
| | | | | | | | |
Ending asset retirement obligation | $ | 11,966 | $ | 9,996 | ||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-Term Debt | ||||||||
Summary of debt | Debt is summarized below (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Credit Facility | ||||||||
Revolving credit facility, variable interest, due March 2019(1) | $ | 97,600 | $ | — | ||||
Senior Notes | ||||||||
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 $413 and $474, respectively, issued February and March 2011 and due August 2021 | 324,587 | 324,526 | ||||||
2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | 455,000 | 455,000 | ||||||
2023A Senior Notes, 5.5% interest, net of discount of $5,783 and $6,455, respectively, issued August 2012 and due February 2023 | 744,217 | 743,545 | ||||||
2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | 1,000,000 | 1,000,000 | ||||||
2024 Senior Notes, 4.875% interest, issued November 2014 and due December 2024 | 500,000 | — | ||||||
| | | | | | | | |
Total long-term debt | $ | 3,621,404 | $ | 3,023,071 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | Applicable interest rate was 4.5% at December 31, 2014. | |||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||
Schedule of quarterly cash distributions | ||||||||||||||||||||||||||
Quarter Ended | Distribution Per | Declaration Date | Record Date | Payment Date | ||||||||||||||||||||||
Common Unit | ||||||||||||||||||||||||||
December 31, 2014 | $ | 0.90 | January 21, 2015 | February 5, 2015 | February 13, 2015 | |||||||||||||||||||||
September 30, 2014 | $ | 0.89 | October 22, 2014 | November 5, 2014 | November 14, 2014 | |||||||||||||||||||||
June 30, 2014 | $ | 0.88 | July 24, 2014 | August 5, 2014 | August 14, 2014 | |||||||||||||||||||||
March 31, 2014 | $ | 0.87 | April 22, 2014 | May 7, 2014 | May 15, 2014 | |||||||||||||||||||||
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, 2013 | 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 | $ | 0.80 | July 26, 2012 | August 6, 2012 | August 14, 2012 | |||||||||||||||||||||
March 31, 2012 | $ | 0.79 | April 26, 2012 | May 7, 2012 | May 15, 2012 | |||||||||||||||||||||
Schedule of public equity offerings | The public equity offerings completed during the years ended December 31, 2014, 2013 and 2012 were as follows (in millions): | |||||||||||||||||||||||||
Year ended | Year ended | Year ended | Total | |||||||||||||||||||||||
December 31, 2012 | December 31, 2013 | December 31, 2014 | ||||||||||||||||||||||||
Common | Net | Common | Net | Common | Net | Common | Net | |||||||||||||||||||
units | Proceeds | units | Proceeds | units | Proceeds | units | Proceeds(1) | |||||||||||||||||||
January 13, 2012(2) | 0.7 | $ | 38 | — | $ | — | — | $ | — | 0.7 | $ | 38 | ||||||||||||||
March 16, 2012(2) | 6.8 | 388 | — | — | — | — | 6.8 | 388 | ||||||||||||||||||
May 14, 2012(3) | 8.0 | 427 | — | — | — | — | 8.0 | 427 | ||||||||||||||||||
August 17, 2012(2) | 6.9 | 338 | — | — | — | — | 6.9 | 338 | ||||||||||||||||||
November 19, 2012(2) | 9.8 | 437 | — | — | — | — | 9.8 | 437 | ||||||||||||||||||
November 2012 ATM(4) | 0.1 | 6 | 9.3 | 584 | — | — | 9.4 | 590 | ||||||||||||||||||
August 2013 ATM(5) | — | — | 5.9 | 396 | — | — | 5.9 | 396 | ||||||||||||||||||
September 2013 ATM(6) | — | — | 10.9 | 718 | 4.2 | 272 | 15.1 | 990 | ||||||||||||||||||
March 2014 ATM(7) | — | — | — | — | 17.9 | 1,191 | 17.9 | 1,191 | ||||||||||||||||||
November 2014 ATM(8) | — | — | — | — | 2.5 | 175 | 2.5 | 175 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | 32.3 | $ | 1,634 | 26.1 | $ | 1,698 | 24.6 | $ | 1,638 | 83.0 | $ | 4,970 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
-1 | 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. | |||||||||||||||||||||||||
-2 | Includes the full exercise of the underwriters' overallotment option unless otherwise noted. | |||||||||||||||||||||||||
-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 allowed 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 were 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 could 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 would enter into a separate agreement with the Manager. | |||||||||||||||||||||||||
-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. | |||||||||||||||||||||||||
-7 | In March 2014, we entered into an Equity Distribution Agreement with financial institutions (the "March 2014 Managers") that established an At the Market offering program (the "March 2014 ATM") pursuant to which the Partnership sold from time to time through the March 2014 Managers, as its sales agents, common units having an aggregate offering price of up to $1.2 billion. | |||||||||||||||||||||||||
-8 | In November 2014, we entered into an Equity Distribution Agreement with financial institutions (the "November 2014 Managers") that established an At the Market offering program (the "November 2014 ATM") pursuant to which the Partnership may sell from time to time through the November 2014 Managers, as its sales agents, common units having an aggregate offering price up to $1.5 billion. | |||||||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Schedule of minimum future payments under operating leases, propane storage agreement, and transportation and terminalling agreements | The minimum future payments under these agreements as of December 31, 2014 are as follows (in thousands): | ||||
Year ending December 31, | |||||
2015 | $ | 63,803 | |||
2016 | 101,686 | ||||
2017 | 104,474 | ||||
2018 | 87,095 | ||||
2019 | 84,695 | ||||
2020 and thereafter | 444,598 | ||||
| | | | | |
$ | 886,351 | ||||
| | | | | |
| | | | | |
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, | |||||
2015 | $ | 17,412 | |||
2016 | 17,412 | ||||
2017 | 17,412 | ||||
2018 | 17,412 | ||||
2019 | 17,412 | ||||
2020 and thereafter | 177,793 | ||||
| | | | | |
Total minimum payments | 264,853 | ||||
Less: Services element | 101,313 | ||||
Less: Interest | 76,427 | ||||
| | | | | |
Total SMR liability | 87,113 | ||||
Less: Current portion of SMR Liability | 2,721 | ||||
| | | | | |
Long-term portion of SMR Liability | $ | 84,392 | |||
| | | | | |
| | | | | |
Lease_Operations_Tables
Lease Operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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, 2014 (in thousands): | |||||||
Year ending December 31, | ||||||||
2015 | $ | 149,105 | ||||||
2016 | 159,747 | |||||||
2017 | 163,928 | |||||||
2018 | 164,084 | |||||||
2019 | 163,962 | |||||||
2020 and thereafter | 634,876 | |||||||
| | | | | ||||
Total minimum future rentals | $ | 1,435,702 | ||||||
| | | | | ||||
| | | | | ||||
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, 2014 and 2013 (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Natural gas gathering and NGL transportation pipelines and facilities | $ | 873,509 | $ | 755,136 | ||||
Natural gas processing facilities | 656,031 | 374,312 | ||||||
Construction in progress | 146,320 | 119,006 | ||||||
| | | | | | | | |
Property, plant and equipment | 1,675,860 | 1,248,454 | ||||||
Less: accumulated depreciation | (198,478 | ) | (130,041 | ) | ||||
| | | | | | | | |
Total property, plant and equipment, net | $ | 1,477,382 | $ | 1,118,413 | ||||
| | | | | | | | |
| | | | | | | | |
Incentive_Compensation_Plans_T
Incentive Compensation Plans (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Incentive Compensation Plans | |||||||||||
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, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Phantom units | $ | 18,961 | $ | 16,282 | $ | 14,615 | |||||
DERs(1) | 93 | 77 | 41 | ||||||||
| | | | | | | | | | | |
Total compensation expense | $ | 19,054 | $ | 16,359 | $ | 14,656 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | A DER 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 DERs 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. | ||||||||||
Phantom unit activity | The following is a summary of all phantom unit activity under the 2008 LTIP for the year ended December 31, 2014: | ||||||||||
Number of | Weighted- | ||||||||||
Units | average | ||||||||||
Grant-date | |||||||||||
Fair Value | |||||||||||
Unvested at December 31, 2013 | 757,509 | $ | 53.36 | ||||||||
Granted | 270,779 | 69.89 | |||||||||
Vested | (339,766 | ) | 49.43 | ||||||||
Forfeited | (13,181 | ) | 63.24 | ||||||||
| | | | | | | | ||||
Unvested at December 31, 2014 | 675,341 | 61.77 | |||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Current income tax expense (benefit): | ||||||||||||||
Federal | $ | — | $ | (11,078 | ) | $ | (2,964 | ) | ||||||
State | 618 | (130 | ) | 598 | ||||||||||
| | | | | | | | | | | ||||
Total current | 618 | (11,208 | ) | (2,366 | ) | |||||||||
| | | | | | | | | | | ||||
Deferred income tax expense (benefit): | ||||||||||||||
Federal | 36,742 | 24,382 | 38,531 | |||||||||||
State | 4,859 | (505 | ) | 2,163 | ||||||||||
| | | | | | | | | | | ||||
Total deferred | 41,601 | 23,877 | 40,694 | |||||||||||
| | | | | | | | | | | ||||
Provision for income tax | $ | 42,219 | $ | 12,669 | $ | 38,328 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
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, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||||
Year ended December 31, 2014: | ||||||||||||||
Corporation | Partnership | Eliminations | Consolidated | |||||||||||
Income before provision for income tax | $ | 77,093 | $ | 128,702 | $ | (3,273 | ) | $ | 202,522 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Federal statutory rate | 35 | % | 0 | % | 0 | % | ||||||||
| | | | | | | | | | | | | | |
Federal income tax at statutory rate | 26,983 | — | — | $ | 26,983 | |||||||||
Permanent items | 40 | — | — | 40 | ||||||||||
State income taxes net of federal benefit | 1,960 | 2,817 | — | 4,777 | ||||||||||
State tax rate changes | 4,417 | 10 | — | 4,427 | ||||||||||
Provision on income from Class A units(1) | 5,878 | — | — | 5,878 | ||||||||||
Other | 114 | — | — | 114 | ||||||||||
| | | | | | | | | | | | | | |
Provision for income tax | $ | 39,392 | $ | 2,827 | $ | — | $ | 42,219 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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 | ) | ||||||||
State 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 | ) | ||||||||
State 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 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-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 | The deferred tax assets and liabilities resulting from temporary book-tax differences are comprised of the following (in thousands): | |||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Accruals and reserves | $ | 208 | $ | 221 | ||||||||||
Derivative instruments | — | 4,845 | ||||||||||||
Net operating loss carryforward | 424 | 18,134 | ||||||||||||
Capital loss carryforward | — | 904 | ||||||||||||
State tax credit | — | 74 | ||||||||||||
| | | | | | | | |||||||
Current deferred tax assets | 632 | 24,178 | ||||||||||||
Valuation allowance | — | (978 | ) | |||||||||||
| | | | | | | | |||||||
Current deferred income tax assets | 632 | 23,200 | ||||||||||||
| | | | | | | | |||||||
Current deferred income tax liabilities: | ||||||||||||||
Derivative instruments | (862 | ) | — | |||||||||||
| | | | | | | | |||||||
Current deferred tax subtotal | (230 | ) | 23,200 | |||||||||||
Long-term deferred tax assets: | ||||||||||||||
Accruals and reserves | 58 | 329 | ||||||||||||
Derivative instruments | — | 10,102 | ||||||||||||
Phantom unit compensation | 3,501 | 3,328 | ||||||||||||
Net operating loss carryforward | 48,640 | 9,283 | ||||||||||||
| | | | | | | | |||||||
Long-term deferred tax assets | 52,199 | 23,042 | ||||||||||||
Long-term deferred tax liabilities: | ||||||||||||||
Property, plant and equipment and intangibles | (7,522 | ) | (4,755 | ) | ||||||||||
Derivative instruments | (6,268 | ) | — | |||||||||||
Investment in affiliated groups | (395,669 | ) | (305,853 | ) | ||||||||||
| | | | | | | | |||||||
Long-term deferred tax liabilities | (409,459 | ) | (310,608 | ) | ||||||||||
| | | | | | | | |||||||
Long-term subtotal | (357,260 | ) | (287,566 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax liability | $ | (357,490 | ) | $ | (264,366 | ) | ||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of activity in the deferred tax asset valuation allowance | Activity in the Partnership's allowance for deferred tax asset valuation allowance is as follows (in thousands): | |||||||||||||
Year ended | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Deferred Tax Asset Valuation Allowance | ||||||||||||||
Balance at beginning of period | $ | 978 | $ | 904 | $ | 977 | ||||||||
Charged to costs and expenses | — | 74 | (73 | ) | ||||||||||
Expiration of capital loss carryforward | (978 | ) | — | — | ||||||||||
| | | | | | | | | | | ||||
Balance at end of period | $ | — | $ | 978 | $ | 904 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Earnings_Per_Common_Unit_Table
Earnings Per Common Unit (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Earnings Per Common Unit | |||||||||||
Schedule of computation of basic and diluted net income per common unit | The following table shows the computation of basic and diluted net income per common unit, for the years ended December 31, 2014, 2013 and 2012, 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, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net income attributable to the Partnership's unitholders | $ | 133,881 | $ | 38,077 | $ | 220,402 | |||||
Less: Income allocable to phantom units | (2,229 | ) | (2,342 | ) | (2,142 | ) | |||||
| | | | | | | | | | | |
Income available for common unitholders—basic | 131,652 | 35,735 | 218,260 | ||||||||
Add: Income allocable to phantom units and DER expense(1) | 2,322 | 2,419 | 2,183 | ||||||||
| | | | | | | | | | | |
Income available for common unitholders—diluted | $ | 133,974 | $ | 38,154 | $ | 220,443 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average common units outstanding—basic | 171,009 | 138,409 | 109,979 | ||||||||
Potential common units (Class B and phantom units)(1) | 14,641 | 22,034 | 20,669 | ||||||||
| | | | | | | | | | | |
Weighted average common units outstanding—diluted | 185,650 | 160,443 | 130,648 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income attributable to the Partnership's common unitholders per common unit(2) | |||||||||||
Basic | $ | 0.77 | $ | 0.26 | $ | 1.98 | |||||
Diluted | $ | 0.72 | $ | 0.24 | $ | 1.69 | |||||
-1 | In 2014, 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 | 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, 2014 | ||||||||||||||||||||
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, 2014, 2013 and 2012 (in thousands): | |||||||||||||||||||
Year ended December 31, 2014: | ||||||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Elimination(1) | Total | |||||||||||||||
Segment revenue | $ | 791,505 | $ | 152,975 | $ | 194,477 | $ | 1,035,026 | $ | (6,175 | ) | $ | 2,167,808 | |||||||
Segment purchased product costs | 147,500 | 23,773 | 66,345 | 595,064 | — | 832,682 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net operating margin | 644,005 | 129,202 | 128,132 | 439,962 | (6,175 | ) | 1,335,126 | |||||||||||||
Segment facility expenses | 151,898 | 54,224 | 31,974 | 132,360 | (6,175 | ) | 364,281 | |||||||||||||
Segment portion of operating income attributable to non-controlling interests | — | 35,422 | — | 11 | — | 35,433 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating income before items not allocated to segments | $ | 492,107 | $ | 39,556 | $ | 96,158 | $ | 307,591 | $ | — | $ | 935,412 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 1,482,791 | $ | 1,031,128 | $ | 4,937 | $ | 142,982 | $ | — | $ | 2,661,838 | ||||||||
Capital expenditures for Ohio Gathering after deconsolidation(2) | (309,112 | ) | ||||||||||||||||||
Capital expenditures not allocated to segments | 16,989 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total capital expenditures | $ | 2,369,715 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
-1 | Amounts represent revenues and expenses associated with the Northeast segment fractionation completed on behalf of the Marcellus and Utica segments. | |||||||||||||||||||
-2 | As disclosed in Note 3, Ohio Gathering was deconsolidated effective June 1, 2014, and its financial position as of December 31, 2014 and results of operations are reported under the equity method of accounting as of December 31, 2014 and for the seven months ended December 31, 2014, respectively. However, the Partnership's Chief Executive Officer and "chief operating decision maker" continue to view the Utica Segment inclusive of Ohio Gathering, and review its financial information as if they are still combined. The Utica segment includes $309 million related to Ohio Gathering capital expenditures after deconsolidation on June 1, 2014 (See Note 3 of these Notes to the Condensed Consolidated Financial Statements). | |||||||||||||||||||
Year ended December 31, 2013: | ||||||||||||||||||||
Marcellus | Utica | Northeast | Southwest | Total | ||||||||||||||||
Segment revenue | $ | 527,073 | $ | 26,442 | $ | 204,326 | $ | 935,426 | $ | 1,693,267 | ||||||||||
Segment 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 | |||||||||||||||
Segment facility expenses | 108,781 | 35,081 | 28,425 | 127,112 | 299,399 | |||||||||||||||
Segment 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 | ||||||||||
Segment purchased product costs | 74,024 | — | 68,402 | 387,902 | 530,328 | |||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Net operating margin | 245,843 | 571 | 157,416 | 455,056 | 858,886 | |||||||||||||||
Segment facility expenses | 65,825 | 3,968 | 24,106 | 122,691 | 216,590 | |||||||||||||||
Segment 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 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
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, 2014, 2013 and 2012 (in thousands): | |||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
Total segment revenue | $ | 2,167,808 | $ | 1,693,267 | $ | 1,389,214 | ||||||||||||||
Derivative gain (loss) not allocated to segments | 40,151 | (24,638 | ) | 56,535 | ||||||||||||||||
Revenue adjustment for unconsolidated affiliate(1) | (41,446 | ) | — | — | ||||||||||||||||
Revenue deferral adjustment and other(2) | 9,660 | (6,182 | ) | (5,935 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Total revenue | $ | 2,176,173 | $ | 1,662,447 | $ | 1,439,814 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Operating income before items not allocated to segments | $ | 935,412 | $ | 706,181 | $ | 643,479 | ||||||||||||||
Portion of operating income (loss) attributable to non-controlling interests | 21,425 | (3,478 | ) | (1,183 | ) | |||||||||||||||
Derivative gain (loss) not allocated to segments | 95,266 | (25,770 | ) | 69,126 | ||||||||||||||||
Revenue adjustment for unconsolidated affiliate(1) | (41,446 | ) | — | — | ||||||||||||||||
Revenue deferral adjustment and other(2) | 4,455 | (6,182 | ) | (5,935 | ) | |||||||||||||||
Compensation expense included in facility expenses not allocated to segments | (3,932 | ) | (2,421 | ) | (1,022 | ) | ||||||||||||||
Facility expense, operational service fees and purchased product cost adjustments for unconsolidated affiliate(3) | 19,559 | — | — | |||||||||||||||||
Portion of operating income attributable to non-controlling interests of an unconsolidated affiliate(4) | 14,008 | — | — | |||||||||||||||||
Facility expenses adjustments(5) | 10,751 | 10,751 | 10,751 | |||||||||||||||||
Selling, general and administrative expenses | (126,499 | ) | (101,549 | ) | (93,444 | ) | ||||||||||||||
Depreciation | (422,755 | ) | (299,884 | ) | (183,250 | ) | ||||||||||||||
Amortization of intangible assets | (64,893 | ) | (64,644 | ) | (53,320 | ) | ||||||||||||||
Impairment of goodwill | (62,445 | ) | — | — | ||||||||||||||||
(Loss) gain on disposal of property, plant and equipment | (1,116 | ) | 33,763 | (6,254 | ) | |||||||||||||||
Accretion of asset retirement obligations | (570 | ) | (824 | ) | (672 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Income from operations | 377,220 | 245,943 | 378,276 | |||||||||||||||||
(Loss) earnings from unconsolidated affiliates | (4,477 | ) | 1,422 | 2,328 | ||||||||||||||||
Interest expense | (166,372 | ) | (151,851 | ) | (120,191 | ) | ||||||||||||||
Amortization of deferred financing costs and discount (a component of interest expense) | (7,289 | ) | (6,726 | ) | (5,601 | ) | ||||||||||||||
Loss on redemption of debt | — | (38,455 | ) | — | ||||||||||||||||
Miscellaneous income, net | 3,440 | 2,781 | 481 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Income before provision for income tax | $ | 202,522 | $ | 53,114 | $ | 255,293 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
-1 | Revenue adjustment for unconsolidated affiliate relates to Ohio Gathering revenue for the seven months ended December 31, 2014 (See note above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-2 | Revenue deferral 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, 2014, approximately $6.2 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, 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. Beginning in the first half of 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 $16.5 million, $1.0 million, and $1.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||
-3 | Facility expense, operational service fees and purchased product cost adjustments for unconsolidated affiliate consist of the facility expenses and purchased product costs related to Ohio Gathering for the seven months ended December 31, 2014 (See note (1) above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-4 | Portion of operating loss attributable to non-controlling interests of an unconsolidated affiliate amount relates to Summit's portion of Ohio Gathering's operating income, which is included in segment operating income calculation as if Ohio Gathering is consolidated (See note (1) above and Note 3 of these Notes to the Consolidated Financial Statements). | |||||||||||||||||||
-5 | Facility expenses adjustments consist of 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, 2014 and 2013 (in thousands): | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Marcellus | $ | 5,749,932 | $ | 4,529,028 | ||||||||||||||||
Utica(1) | 2,163,025 | 1,646,995 | ||||||||||||||||||
Northeast | 445,911 | 572,855 | ||||||||||||||||||
Southwest | 2,362,113 | 2,389,057 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total segment assets | 10,720,981 | 9,137,935 | ||||||||||||||||||
Assets not allocated to segments: | ||||||||||||||||||||
Certain cash and cash equivalents | — | 63,086 | ||||||||||||||||||
Fair value of derivatives | 37,428 | 11,962 | ||||||||||||||||||
Investment in unconsolidated affiliates | 108,849 | 75,627 | ||||||||||||||||||
Other(2) | 113,520 | 107,813 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total assets | $ | 10,980,778 | $ | 9,396,423 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
-1 | The December 31, 2014 amount excludes assets related to Ohio Gathering, which was deconsolidated on June 1, 2014 and reported as an equity investment as of December 31, 2014 (See note above and Note 3 of these Notes to the Consolidated Financial Statements). This amount includes Utica's investment in Ohio Gathering. | |||||||||||||||||||
-2 | 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, 2014 | |||||||||||||||||
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, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | ||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
ASSETS | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 108,887 | $ | — | $ | 108,887 | |||||||
Restricted cash | — | — | 20,000 | — | 20,000 | ||||||||||||
Receivables and other current assets | 1,219 | 225,695 | 153,834 | — | 380,748 | ||||||||||||
Receivables from unconsolidated affiliates, net | 247 | 3,001 | 3,849 | — | 7,097 | ||||||||||||
Intercompany receivables | 633,994 | 24,683 | 178,109 | (836,786 | ) | — | |||||||||||
Fair value of derivative instruments | — | 17,386 | 3,535 | — | 20,921 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 635,460 | 270,765 | 468,214 | (836,786 | ) | 537,653 | |||||||||||
Total property, plant and equipment, net | 9,992 | 2,140,565 | 6,550,040 | (47,697 | ) | 8,652,900 | |||||||||||
Other long-term assets: | |||||||||||||||||
Investment in unconsolidated affiliates | — | 82,616 | 733,226 | (10,209 | ) | 805,633 | |||||||||||
Investment in consolidated affiliates | 7,990,532 | 6,500,008 | — | (14,490,540 | ) | — | |||||||||||
Intangibles, net of accumulated amortization | — | 546,637 | 262,640 | — | 809,277 | ||||||||||||
Fair value of derivative instruments | — | 16,507 | — | — | 16,507 | ||||||||||||
Intercompany notes receivable | 186,100 | — | — | (186,100 | ) | — | |||||||||||
Other long-term assets | 52,825 | 29,412 | 76,571 | — | 158,808 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 8,874,909 | $ | 9,586,510 | $ | 8,090,691 | $ | (15,571,332 | ) | $ | 10,980,778 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | |||||||||||||||||
Current liabilities: | |||||||||||||||||
Intercompany payables | $ | 3,287 | $ | 729,714 | $ | 103,787 | $ | (836,788 | ) | $ | — | ||||||
Payables to unconsolidated affiliates | — | — | 8,621 | — | 8,621 | ||||||||||||
Other current liabilities | 69,552 | 177,269 | 386,821 | (2,400 | ) | 631,242 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 72,839 | 906,983 | 499,229 | (839,188 | ) | 639,863 | |||||||||||
Deferred income taxes | 6,162 | 351,098 | — | — | 357,260 | ||||||||||||
Long-term intercompany financing payable | — | 186,100 | 95,061 | (281,161 | ) | — | |||||||||||
Long-term debt, net of discounts | 3,621,404 | — | — | — | 3,621,404 | ||||||||||||
Other long-term liabilities | 8,794 | 151,797 | 8,421 | — | 169,012 | ||||||||||||
Equity: | |||||||||||||||||
Common Units | 4,714,191 | 7,990,532 | 7,487,980 | (15,434,460 | ) | 4,758,243 | |||||||||||
Class B Units | 451,519 | — | — | — | 451,519 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | — | — | — | 983,477 | 983,477 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total equity | 5,165,710 | 7,990,532 | 7,487,980 | (14,450,983 | ) | 6,193,239 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and equity | $ | 8,874,909 | $ | 9,586,510 | $ | 8,090,691 | $ | (15,571,332 | ) | $ | 10,980,778 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 | 117,517 | — | 390,375 | ||||||||||||
Receivables from unconsolidated affiliates, net | — | — | 17,363 | — | 17,363 | ||||||||||||
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 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statements of operations | Condensed Consolidating Statements of Operations | ||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Total revenue | $ | — | $ | 1,301,713 | $ | 911,768 | $ | (37,308 | ) | $ | 2,176,173 | ||||||
Operating expenses: | |||||||||||||||||
Purchased product costs | — | 602,515 | 171,521 | — | 774,036 | ||||||||||||
Facility expenses | — | 158,178 | 191,007 | (2,546 | ) | 346,639 | |||||||||||
Selling, general and administrative expenses | 49,572 | 45,261 | 44,765 | (13,099 | ) | 126,499 | |||||||||||
Depreciation and amortization | 1,169 | 200,198 | 291,224 | (4,943 | ) | 487,648 | |||||||||||
Impairment of goodwill | — | 62,445 | — | — | 62,445 | ||||||||||||
Other operating expenses | — | (90 | ) | 7,046 | (5,270 | ) | 1,686 | ||||||||||
| | | | | | | | | | | | | | | | | |
Total operating expenses | 50,741 | 1,068,507 | 705,563 | (25,858 | ) | 1,798,953 | |||||||||||
| | | | | | | | | | | | | | | | | |
(Loss) income from operations | (50,741 | ) | 233,206 | 206,205 | (11,450 | ) | 377,220 | ||||||||||
Earnings from consolidated affiliates | 334,328 | 164,964 | — | (499,292 | ) | — | |||||||||||
Other expense, net | (173,758 | ) | (24,450 | ) | (14,820 | ) | 38,330 | (174,698 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Income before provision for income tax | 109,829 | 373,720 | 191,385 | (472,412 | ) | 202,522 | |||||||||||
Provision for income tax expense | (2,827 | ) | (39,392 | ) | — | — | (42,219 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net income | 107,002 | 334,328 | 191,385 | (472,412 | ) | 160,303 | |||||||||||
Net income attributable to non-controlling interest | — | — | — | (26,422 | ) | (26,422 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net income attributable to the Partnership's unitholders | $ | 107,002 | $ | 334,328 | $ | 191,385 | $ | (498,834 | ) | $ | 133,881 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of condensed consolidating statements of cash flows | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidating | Consolidated | |||||||||||||
Subsidiaries | Subsidiaries | Adjustments | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (186,872 | ) | $ | 455,558 | $ | 383,033 | $ | 16,680 | $ | 668,399 | ||||||
Cash flows from investing activities: | |||||||||||||||||
Capital expenditures | (5,755 | ) | (157,403 | ) | (2,187,824 | ) | (18,733 | ) | (2,369,715 | ) | |||||||
Equity investments in consolidated affiliates | (64,890 | ) | (2,177,092 | ) | — | 2,241,982 | — | ||||||||||
Intercompany advances, net | (1,430,429 | ) | — | — | 1,430,429 | — | |||||||||||
Investment in unconsolidated affiliates | — | (13,008 | ) | (250,997 | ) | — | (264,005 | ) | |||||||||
Distributions from consolidated affiliates | 103,100 | 382,756 | — | (485,856 | ) | — | |||||||||||
Investment in intercompany notes receivable, net | (34,900 | ) | — | — | 34,900 | — | |||||||||||
Proceeds from sale of interest in unconsolidated affiliates | — | — | 341,137 | — | 341,137 | ||||||||||||
Proceeds from disposal of property, plant and equipment | — | 5,089 | 17,398 | — | 22,487 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,432,874 | ) | (1,959,658 | ) | (2,080,286 | ) | 3,202,722 | (2,270,096 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | |||||||||||||||||
Proceeds from public equity offerings, net | 1,638,090 | — | — | — | 1,638,090 | ||||||||||||
Proceeds from Credit Facility | 3,151,500 | — | — | — | 3,151,500 | ||||||||||||
Payments of Credit Facility | (3,053,900 | ) | — | — | — | (3,053,900 | ) | ||||||||||
Proceeds from long-term debt | 500,000 | — | — | — | 500,000 | ||||||||||||
Payments related to intercompany financing, net | — | 34,900 | (2,131 | ) | (32,769 | ) | — | ||||||||||
Payments for debt issuance costs and deferred financing costs | (8,201 | ) | — | — | — | (8,201 | ) | ||||||||||
Contributions from non-controlling interest | — | — | 15,400 | — | 15,400 | ||||||||||||
Contributions from parent and affiliates | — | 64,890 | 2,177,092 | (2,241,982 | ) | — | |||||||||||
Payments of SMR liability | — | (2,460 | ) | — | — | (2,460 | ) | ||||||||||
Share-based payment activity | (8,947 | ) | — | — | — | (8,947 | ) | ||||||||||
Payment of distributions | (599,020 | ) | (103,100 | ) | (389,939 | ) | 485,856 | (606,203 | ) | ||||||||
Intercompany advances, net | — | 1,430,507 | — | (1,430,507 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows provided by financing activities | 1,619,522 | 1,424,737 | 1,800,422 | (3,219,402 | ) | 1,625,279 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | (224 | ) | (79,363 | ) | 103,169 | — | 23,582 | ||||||||||
Cash and cash equivalents at beginning of year | 224 | 79,363 | 5,718 | — | 85,305 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | — | $ | — | $ | 108,887 | $ | — | $ | 108,887 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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 in consolidated affiliates | (59,468 | ) | (2,200,000 | ) | — | 2,259,468 | — | ||||||||||
Intercompany advances, net | (1,824,310 | ) | — | — | 1,824,310 | — | |||||||||||
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 receivable, net | 73,800 | — | — | (73,800 | ) | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 757 | 208,546 | — | 209,303 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,715,219 | ) | (2,104,356 | ) | (2,614,631 | ) | 3,371,644 | (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 provided by financing activities | 1,683,694 | 1,712,189 | 2,365,480 | (3,394,902 | ) | 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 in consolidated affiliates | (55,283 | ) | (1,880,279 | ) | — | 1,935,562 | — | ||||||||||
Intercompany advances, net | (1,591,329 | ) | 1,591,329 | — | |||||||||||||
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 receivable, net | (12,300 | ) | — | — | 12,300 | — | |||||||||||
Proceeds from disposal of property, plant and equipment | — | 1,732 | 77 | (1,213 | ) | 596 | |||||||||||
| | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | (1,583,619 | ) | (2,047,602 | ) | (2,143,026 | ) | 3,302,159 | (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 | 1,947,940 | 1,582,330 | 2,002,646 | (3,321,417 | ) | 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 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
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, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid for interest, net of amounts capitalized | $ | 163,614 | $ | 137,815 | $ | 109,001 | |||||
Cash (received) paid for income taxes, net | (222 | ) | (25,324 | ) | 17,940 | ||||||
Supplemental schedule of non-cash investing and financing activities: | |||||||||||
Amounts payable for property, plant and equipment | $ | 351,397 | $ | 500,171 | $ | 408,557 | |||||
Interest capitalized on construction in progress | 28,088 | 35,053 | 26,061 | ||||||||
Issuance of common units for vesting of share-based payment awards | 7,847 | 4,861 | 2,510 | ||||||||
Conversion of Class B units to common units | 150,506 | 150,506 | — | ||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Results of Operations (Unaudited) | ||||||||||||||
Summary of quarterly results of operations | The following summarizes the Partnership's quarterly results of operations for 2014 and 2013 (in thousands, except per unit data): | |||||||||||||
Three months ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
2014 | ||||||||||||||
Total revenue | $ | 512,476 | $ | 518,366 | $ | 607,086 | $ | 538,245 | ||||||
Income from operations | 72,001 | 55,626 | 139,495 | 110,098 | ||||||||||
Net income | 15,916 | 13,048 | 86,048 | 45,291 | ||||||||||
Net income attributable to the Partnership's unitholders | 12,492 | 8,977 | 77,434 | 34,978 | ||||||||||
Net income attributable to the Partnership's common unitholders per common unit(2): | ||||||||||||||
Basic | $ | 0.08 | $ | 0.05 | $ | 0.43 | $ | 0.19 | ||||||
Diluted | $ | 0.07 | $ | 0.05 | $ | 0.41 | $ | 0.18 | ||||||
Three months ended(3) | ||||||||||||||
March 31(4) | 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(2): | ||||||||||||||
Basic | $ | (0.12 | ) | $ | 0.63 | $ | (0.17 | ) | $ | (0.05 | ) | |||
Diluted | $ | (0.12 | ) | $ | 0.55 | $ | (0.17 | ) | $ | (0.05 | ) | |||
-1 | Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives, impairment of goodwill, provision for income taxes and increased revenues from our continued growth. | |||||||||||||
-2 | 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. | |||||||||||||
-3 | Fluctuations from quarter to quarter were mainly due to changes in gains and losses from derivatives. | |||||||||||||
-4 | 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 17 for further details | |||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill | |||
Impairment charge | $62,445 | $0 | $0 |
Northeast Segment | |||
Goodwill | |||
Impairment charge | 62,445 | ||
Northeast Segment | Appalachia Asset Group | |||
Goodwill | |||
Impairment charge | $62,400 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Carrying value and related fair value of financial instruments | ||
Long-term debt, net of discounts | $3,621,404 | $3,023,071 |
Carrying value SMR liability | 87,113 | 89,592 |
Income taxes | ||
Expected settlement period of deferred tax balances to classify the balances as current | 12 months | |
Significant other observable inputs (Level 2) | ||
Carrying value and related fair value of financial instruments | ||
Fair value of long-term debt | 3,660,628 | 3,079,460 |
Fair value SMR liability | $111,686 | $120,922 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings (loss) per unit | |||||||||||
Net income (loss) attributable to the Partnership's unitholders | $34,978 | $77,434 | $8,977 | $12,492 | ($6,560) | ($23,604) | $83,699 | ($15,458) | $133,881 | $38,077 | $220,402 |
Class B Units | |||||||||||
Earnings (loss) per unit | |||||||||||
Net income (loss) attributable to the Partnership's unitholders | $0 | $0 | $0 |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (USD $) | 12 Months Ended | 7 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | 30-May-14 | Jan. 31, 2014 | Feb. 28, 2013 | |
Variable Interest Entities | |||||||
Gain (loss) on disposal of property, plant and equipment | ($1,116,000) | $33,763,000 | ($6,254,000) | ||||
Receivable balance | 7,097,000 | 17,363,000 | 7,097,000 | ||||
Ohio Gathering | |||||||
Variable Interest Entities | |||||||
Receivable balance | 2,100,000 | 2,100,000 | |||||
Operational service revenue | 12,200,000 | ||||||
Ohio Gathering | Summit | |||||||
Variable Interest Entities | |||||||
Percentage of ownership interest held by non-controlling interest | 40.00% | 40.00% | 1.00% | ||||
MarkWest Utica EMG | |||||||
Variable Interest Entities | |||||||
Distributions received from Ohio Gathering | 336,100,000 | ||||||
MarkWest Utica EMG | Ohio Gathering | Summit | |||||||
Variable Interest Entities | |||||||
Gain (loss) on disposal of property, plant and equipment | 5,300,000 | ||||||
Total Variable Interest Entities | MarkWest Utica EMG | |||||||
Variable Interest Entities | |||||||
Noncontrolling interest owners total funding commitment | 950,000,000 | ||||||
Percentage of capital required by reporting entity after non-controlling interest minimum contribution | 100.00% | ||||||
Aggregate contributions to VIE threshold | 2,000,000,000 | ||||||
Maximum percentage of ownership interest in joint venture | 70.00% | 70.00% | |||||
Threshold percentage for non-controlling owners to make pro rata contributions | 30.00% | 30.00% | |||||
Maximum non-controlling percentage of capital contributions until pro rata ownership threshold is reached | 10.00% | ||||||
Noncontrolling interest owners actual contribution | 965,400,000 | 965,400,000 | |||||
Contribution by the Partnership | 1,188,600,000 | 1,188,600,000 | |||||
Noncontrolling interest owners capital contribution preference threshold | 500,000,000 | ||||||
Accrual of preference amount to EMG Utica's investment balance during the period | 36,900,000 | 23,200,000 | |||||
Minimum percentage of ownership interest held in joint venture | 51.00% | 51.00% | |||||
Percentage of available cash to be received by the Partnership | 60.00% | 60.00% | |||||
Percentage of aggregate investment balances for proportionate distribution of cash | 60.00% | 60.00% | |||||
Percentage of aggregate investment balances for end of de facto agent relationship | 60.00% | ||||||
Total Variable Interest Entities | MarkWest Utica EMG | Minimum | |||||||
Variable Interest Entities | |||||||
Investment balance as a percent of aggregate investment balances | 51.00% | ||||||
Ohio Gathering | Summit | |||||||
Variable Interest Entities | |||||||
Cash investment received | $341,100,000 |
Other_Equity_Interests_Details
Other Equity Interests (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jan. 31, 2014 | Aug. 31, 2014 | |
Other Equity Interests | ||||||
Receivable balance | $7,097,000 | $17,363,000 | ||||
Proceeds from sale of assets under construction | 22,487,000 | 209,303,000 | 596,000 | |||
Ohio Condensate | ||||||
Other Equity Interests | ||||||
Operational service revenue | 3,400,000 | |||||
Blackhawk | Ohio Condensate | Maximum | ||||||
Other Equity Interests | ||||||
Percentage of ownership interest held by non-controlling interest | 1.00% | |||||
Summit | Ohio Condensate | ||||||
Other Equity Interests | ||||||
Percentage of ownership interest held by non-controlling interest | 40.00% | 1.00% | ||||
Utica Condensate | ||||||
Other Equity Interests | ||||||
Ownership percentage | 55.00% | |||||
Utica Condensate | Assets under construction | ||||||
Other Equity Interests | ||||||
Receivable balance | 17,000,000 | |||||
Proceeds from sale of assets under construction | 17,000,000 | |||||
Utica Condensate | Ohio Condensate | ||||||
Other Equity Interests | ||||||
Ownership percentage | 60.00% | 99.00% | ||||
Ohio Condensate | Summit | ||||||
Other Equity Interests | ||||||
Cash investment received | $8,600,000 |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 24 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | 8-May-13 | 8-May-13 | Dec. 31, 2014 | 29-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | mi | mi | |||||
Business Combination | |||||||
Number of acquisitions made | 2 | ||||||
Assets: | |||||||
Goodwill | $144,856,000 | 82,411,000 | $144,856,000 | $142,174,000 | |||
Southwest Segment | |||||||
Assets: | |||||||
Goodwill | 8,155,000 | 8,155,000 | 8,155,000 | 5,473,000 | |||
Marcellus | |||||||
Assets: | |||||||
Goodwill | 74,256,000 | 74,256,000 | 74,256,000 | 74,256,000 | |||
Buffalo Creek Acquisition | |||||||
Business Combination | |||||||
Cash purchase price | 225,200,000 | ||||||
Capacity of cryogenic gas processing plant (in MMcf/d) | 200 | ||||||
Length of rights-of-way associated with the future construction of a high-pressure trunk line (in miles) | 30 | ||||||
Assets: | |||||||
Property, plant and equipment | 144,115,000 | 144,115,000 | |||||
Goodwill | 2,682,000 | 2,682,000 | |||||
Intangible asset | 84,500,000 | 84,500,000 | |||||
Liabilities: | |||||||
Accounts payable | -6,087,000 | -6,087,000 | |||||
Total | 225,210,000 | 225,210,000 | |||||
Buffalo Creek Acquisition | Texas | |||||||
Business Combination | |||||||
Length of gas gathering pipeline (in miles) | 22 | ||||||
Buffalo Creek Acquisition | Oklahoma | |||||||
Business Combination | |||||||
Length of gas gathering pipeline (in miles) | 5 | ||||||
Buffalo Creek Acquisition | Chesapeake | |||||||
Business Combination | |||||||
Area of land committed under the long-term fee-based agreement (in acres) | 130,000 | 130,000 | |||||
Extended additional term of the processing agreement | 5 years | ||||||
Additional cash paid as consideration for extension term of the processing agreement | 20,000,000 | ||||||
Buffalo Creek Acquisition | Chesapeake | Southwest Segment | |||||||
Business Combination | |||||||
Useful life of intangible assets acquired | 20 years | ||||||
Keystone Acquisition | |||||||
Business Combination | |||||||
Cash purchase price | 507,300,000 | ||||||
Cash paid prior to giving effect to the final working capital adjustment | 509,600,000 | ||||||
Cash received related to a working capital adjustment | 2,300,000 | ||||||
Number of cryogenic natural gas processing plants acquired | 2 | ||||||
Capacity of cryogenic gas processing plant (in MMcf/d) | 90 | ||||||
Assets: | |||||||
Cash | 2,837,000 | ||||||
Accounts receivable | 1,756,000 | ||||||
Inventory | 86,000 | ||||||
Property, plant and equipment | 136,593,000 | ||||||
Goodwill | 74,256,000 | ||||||
Intangible asset | 304,708,000 | ||||||
Liabilities: | |||||||
Accounts payable | -12,117,000 | ||||||
Other short-term liabilities | -175,000 | ||||||
Other long-term liabilities | -632,000 | ||||||
Total | $507,312,000 | ||||||
Keystone Acquisition | Rex and Sumitomo | |||||||
Business Combination | |||||||
Area of land committed under the long-term fee-based agreement (in acres) | 900 | ||||||
Keystone Acquisition | Rex and Sumitomo | Marcellus | |||||||
Business Combination | |||||||
Useful life of intangible assets acquired | 19 years |
Divestiture_Details
Divestiture (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
item | ||||
Divestiture | ||||
(Gain) loss on disposal of property, plant and equipment | ($1,116,000) | $33,763,000 | ($6,254,000) | |
Sherwood | ||||
Divestiture | ||||
Proceeds from divestiture | 207,900,000 | |||
Number of compressor stations | 2 | |||
Carrying value of assets | 168,200,000 | |||
(Gain) loss on disposal of property, plant and equipment | $39,700,000 | |||
Minimum | Sherwood | ||||
Divestiture | ||||
Length of gas gathering pipelines (in miles) | 40 | |||
Power of compressor stations | 21,000 |
SMR_Transaction_Details
SMR Transaction (Details) (USD $) | 0 Months Ended | ||
Sep. 02, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assets | |||
Property, plant and equipment, net of accumulated depreciation | $8,652,900,000 | $7,693,169,000 | |
Accumulated depreciation | 1,270,624,000 | 890,598,000 | |
Liabilities | |||
Accrued liabilities | 360,006,000 | 437,847,000 | |
Other long-term liabilities | 169,012,000 | 156,500,000 | |
SMR | |||
Property, Plant and Equipment [Line Items] | |||
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 | 79,901,000 | 85,169,000 | |
Accumulated depreciation | 25,463,000 | 20,195,000 | |
Liabilities | |||
Accrued liabilities | 2,721,000 | 2,479,000 | |
Other long-term liabilities | $84,392,000 | $87,113,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | ||
Derivative financial instruments | ||
Notional quantity of crude oil contract (in Bbl) | 439,984 | |
Natural Gas Liquids (Gal) | 7,131,622 | |
Embedded Derivatives in Commodity contracts | Embedded derivative in natural gas processing and purchase contract | ||
Derivative financial instruments | ||
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 | ($34,731,000) | |
Inception value for period from April 1, 2015 to December 31, 2022 | -53,507,000 | |
Recorded value of embedded derivative contract asset | 18,776,000 | |
Embedded Derivatives in Commodity contracts | Embedded derivative in electricity purchase contract | ||
Derivative financial instruments | ||
Estimated fair value of embedded derivative contract asset | $0 | $3,300,000 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | $37,428 | $11,962 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | |
Net Amount | 37,428 | 4,945 |
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -56,601 | |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | |
Net Amount | -49,584 | |
Current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 20,921 | 11,457 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | |
Net Amount | 20,921 | 4,440 |
Non-current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 16,507 | 505 |
Net Amount | 16,507 | 505 |
Current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -28,838 | |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | |
Net Amount | -21,821 | |
Non-current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -27,763 | |
Net Amount | -27,763 | |
Commodity Derivative Contracts (net) | Current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 18,652 | 8,181 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | -7,017 | |
Net Amount | 18,652 | 1,164 |
Commodity Derivative Contracts (net) | Non-current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 505 | |
Net Amount | 505 | |
Commodity Derivative Contracts (net) | Current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -18,293 | |
Gross Amounts Not Offset in the Consolidated Balance Sheet | 7,017 | |
Net Amount | -11,276 | |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 37,428 | 11,962 |
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -56,601 | |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | Current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 20,921 | 11,457 |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | Non-current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 16,507 | 505 |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | Current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -28,838 | |
Commodity Derivative Contracts (net) | Derivative instruments not designated as hedging instruments | Non-current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -27,763 | |
Embedded Derivatives in Commodity contracts | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 2,269 | |
Embedded Derivatives in Commodity contracts | Current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 3,276 | |
Net Amount | 2,269 | 3,276 |
Embedded Derivatives in Commodity contracts | Non-current Assets | ||
Assets | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 16,507 | |
Net Amount | 16,507 | |
Embedded Derivatives in Commodity contracts | Current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -10,545 | |
Net Amount | -10,545 | |
Embedded Derivatives in Commodity contracts | Non-current Liabilities | ||
Liabilities | ||
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -27,763 | |
Net Amount | ($27,763) |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | |||
Unrealized gain (loss) | $82,067 | ($15,602) | $102,127 |
Derivative instruments not designated as hedging instruments | |||
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | |||
Total gain (loss) | 95,266 | -25,770 | 69,126 |
Derivative instruments not designated as hedging instruments | Revenue: Derivative gain (loss) | |||
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | |||
Realized gain (loss) | 15,002 | -3,534 | -6,508 |
Unrealized gain (loss) | 25,149 | -21,104 | 63,043 |
Total gain (loss) | 40,151 | -24,638 | 56,535 |
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 gain (loss) | -1,803 | -6,634 | -26,493 |
Unrealized gain (loss) | 60,195 | 8,371 | 40,455 |
Total gain (loss) | 58,392 | 1,737 | 13,962 |
Derivative instruments not designated as hedging instruments | Derivative loss related to facility expenses | |||
Impact of the Partnership's derivative instruments on Condensed Consolidated Statements of Operations | |||
Unrealized gain (loss) | ($3,277) | ($2,869) | ($1,371) |
Fair_Value_Details
Fair Value (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative instruments carried at fair value in Condensed Consolidated Balance Sheet | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | $37,428 | $11,962 |
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -56,601 | |
Embedded Derivatives in Commodity contracts | ||
Derivative instruments carried at fair value in Condensed Consolidated Balance Sheet | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 2,269 | |
Recurring | Significant other observable inputs (Level 2) | Commodity Derivative Contracts (net) | ||
Derivative instruments carried at fair value in Condensed Consolidated Balance Sheet | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 14,812 | 544 |
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -4,691 | |
Recurring | Significant unobservable inputs (Level 3) | Commodity Derivative Contracts (net) | ||
Derivative instruments carried at fair value in Condensed Consolidated Balance Sheet | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 3,840 | 8,142 |
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | -13,602 | |
Recurring | Significant unobservable inputs (Level 3) | Embedded Derivatives in Commodity contracts | ||
Derivative instruments carried at fair value in Condensed Consolidated Balance Sheet | ||
Total carrying value of derivative assets in Condensed Consolidated Balance Sheets | 18,776 | 3,276 |
Total carrying value of derivative liabilities in Condensed Consolidated Balance Sheets | ($38,308) |
Fair_Value_Details_2
Fair Value (Details 2) (Commodity Derivative Contracts (net), Assets, Significant unobservable inputs (Level 3)) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Propane option volatilities (as a percent) | 30.24% |
Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Propane option volatilities (as a percent) | 44.16% |
Propane prices | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.5 |
Propane prices | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.5 |
Fair_Value_Details_3
Fair Value (Details 3) (Embedded Derivatives in Commodity contracts, Significant unobservable inputs (Level 3)) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Liabilities | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Number of renewal periods | 2 |
Term of counterparty option to renew gas purchase agreement | 5 years |
Propane prices | Assets | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.5 |
Propane prices | Assets | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.61 |
Isobutane prices | Assets | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.69 |
Isobutane prices | Assets | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.84 |
Normal butane prices | Assets | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.64 |
Normal butane prices | Assets | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.81 |
Natural gasoline prices | Assets | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 0.99 |
Natural gasoline prices | Assets | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 1.27 |
Natural gas prices | Assets | Minimum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 2.69 |
Natural gas prices | Assets | Maximum | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Forward price (in dollars per unit) | 4.27 |
Natural gas prices | Liabilities | |
Unobservable inputs used in the valuation of Level 3 instruments of Assets and Liabilities | |
Probability of renewal (as a percent) | 0.00% |
Fair_Value_Details_4
Fair Value (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
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 | ($5,460) | $12,449 |
Total gain (loss) (realized and unrealized) included in earnings | 24,555 | -19,157 |
Settlements | -15,255 | 1,248 |
Fair value at end of period | 3,840 | -5,460 |
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to contracts still held at end of period | 3,840 | -13,040 |
Embedded Derivatives in Commodity contracts | ||
Derivative assets and liabilities classified by the Partnership within Level 3 of the valuation hierarchy | ||
Fair value at beginning of period | -35,032 | -33,957 |
Total gain (loss) (realized and unrealized) included in earnings | 46,360 | -10,336 |
Settlements | 7,448 | 9,261 |
Fair value at end of period | 18,776 | -35,032 |
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to contracts still held at end of period | $46,539 | ($8,559) |
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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Significant Customers and Concentration of Credit Risk | |||||||||||
Revenues | $538,245 | $607,086 | $518,366 | $512,476 | $453,538 | $420,516 | $415,120 | $373,273 | $2,176,173 | $1,662,447 | $1,439,814 |
Accounts receivable | 274,211 | 266,560 | 274,211 | 266,560 | |||||||
Revenues | Customer concentration | First significant customer | |||||||||||
Significant Customers and Concentration of Credit Risk | |||||||||||
Revenues | 303,800 | 183,800 | 138,700 | ||||||||
Percentage of revenues from a significant customer | 14.00% | 11.10% | 9.60% | ||||||||
Accounts receivable | 54,500 | 45,700 | 54,500 | 45,700 | |||||||
Revenues | Customer concentration | Second significant customer | |||||||||||
Significant Customers and Concentration of Credit Risk | |||||||||||
Revenues | 184,000 | 175,100 | |||||||||
Percentage of revenues from a significant customer | 11.10% | 12.20% | |||||||||
Accounts receivable | 20,300 | 20,300 | |||||||||
Revenues | Customer concentration | Third significant customer | |||||||||||
Significant Customers and Concentration of Credit Risk | |||||||||||
Revenues | $165,300 | ||||||||||
Percentage of revenues from a significant customer | 11.50% |
Receivables_Details
Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables | ||
Trade, net | $274,211 | $266,560 |
Other | 28,048 | 15,184 |
Total receivables | $302,259 | $281,744 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ||
NGLs | $9,687 | $21,131 |
Line fill | 6,241 | 7,960 |
Spare parts, materials and supplies | 15,821 | 12,272 |
Total inventories | $31,749 | $41,363 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, plant and equipment | ||
Property, plant and equipment | $9,923,524 | $8,583,767 |
Less: accumulated depreciation | -1,270,624 | -890,598 |
Total property, plant and equipment, net | 8,652,900 | 7,693,169 |
Natural gas gathering and NGL transportation pipelines and facilities | ||
Property, plant and equipment | ||
Property, plant and equipment | 4,623,465 | 4,290,918 |
Processing plants | ||
Property, plant and equipment | ||
Property, plant and equipment | 2,967,428 | 1,879,184 |
Fractionation and storage facilities | ||
Property, plant and equipment | ||
Property, plant and equipment | 380,367 | 220,344 |
Crude oil pipelines | ||
Property, plant and equipment | ||
Property, plant and equipment | 17,779 | 16,730 |
Land, building, office equipment and other | ||
Property, plant and equipment | ||
Property, plant and equipment | 974,104 | 710,737 |
Construction in progress | ||
Property, plant and equipment | ||
Property, plant and equipment | $960,381 | $1,465,854 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in goodwill | |||
Gross goodwill | $173,561 | $170,879 | |
Impairment losses | -91,150 | -28,705 | |
Balance, beginning | 144,856 | 142,174 | |
Acquisition | 2,682 | ||
Impairment losses | -62,445 | 0 | 0 |
Balance, ending | 82,411 | 144,856 | 142,174 |
Marcellus | |||
Changes in goodwill | |||
Gross goodwill | 74,256 | 74,256 | |
Balance, ending | 74,256 | 74,256 | 74,256 |
Northeast Segment | |||
Changes in goodwill | |||
Gross goodwill | 62,445 | 62,445 | |
Impairment losses | -62,445 | ||
Balance, beginning | 62,445 | ||
Impairment losses | -62,445 | ||
Balance, ending | 62,445 | ||
Northeast Segment | Appalachia Asset Group | |||
Changes in goodwill | |||
Impairment losses | -62,400 | ||
Southwest Segment | |||
Changes in goodwill | |||
Gross goodwill | 36,860 | 34,178 | |
Impairment losses | -28,705 | -28,705 | |
Balance, beginning | 5,473 | ||
Acquisition | 2,682 | ||
Balance, ending | $8,155 | $8,155 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Intangible assets | ||
Gross | $1,159,604 | $1,160,524 |
Accumulated amortization, intangibles | -350,327 | -285,732 |
Net | 809,277 | 874,792 |
Marcellus | ||
Intangible assets | ||
Gross | 304,708 | 304,708 |
Accumulated amortization, intangibles | -42,211 | -26,382 |
Net | 262,497 | 278,326 |
Useful Life | 19 years | |
Northeast Segment | ||
Intangible assets | ||
Gross | 102,473 | 102,473 |
Accumulated amortization, intangibles | -58,084 | -48,402 |
Net | 44,389 | 54,071 |
Useful Life | 12 years | |
Southwest Segment | ||
Intangible assets | ||
Gross | 752,423 | 753,343 |
Accumulated amortization, intangibles | -250,032 | -210,948 |
Net | $502,391 | $542,395 |
Southwest Segment | Minimum | ||
Intangible assets | ||
Useful Life | 10 years | |
Southwest Segment | Maximum | ||
Intangible assets | ||
Useful Life | 25 years |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated amortization expense | ||
2015 | $63,768 | |
2016 | 63,768 | |
2017 | 63,768 | |
2018 | 63,768 | |
2019 | 63,768 | |
Thereafter | 490,437 | |
Net | $809,277 | $874,792 |
Accrued_Liabilities_and_Other_2
Accrued Liabilities and Other Long-Term Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Accrued liabilities | |||
Accrued property, plant and equipment | $234,662 | $324,641 | |
Interest | 55,441 | 52,683 | |
Product and operations | 16,246 | 24,505 | |
Taxes (other than income tax) | 19,415 | 11,528 | |
Employee compensation | 19,625 | 11,377 | |
Other | 14,617 | 13,113 | |
Total accrued liabilities | 360,006 | 437,847 | |
Other long-term liabilities | |||
SMR liability | 84,392 | 87,113 | |
Deferred revenue | 63,889 | 55,621 | |
Asset retirement obligation | 11,966 | 9,996 | 8,469 |
Deferred rent and other | 8,765 | 3,770 | |
Total other long-term liabilities | $169,012 | $156,500 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of the changes in the asset retirement obligation | |||
Beginning asset retirement obligation | $9,996 | $8,469 | |
Liabilities incurred | 1,400 | 799 | |
Disposals | -96 | ||
Accretion expense | 570 | 824 | 672 |
Ending asset retirement obligation | 11,966 | 9,996 | 8,469 |
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 | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 20, 2014 | Feb. 28, 2015 | Nov. 30, 2010 | Mar. 10, 2011 | Feb. 28, 2013 | Mar. 31, 2011 | Nov. 03, 2011 | Aug. 10, 2012 | Jan. 31, 2013 | Nov. 30, 2014 | 31-May-08 | Dec. 31, 2011 | Mar. 31, 2011 | Dec. 31, 2011 | Mar. 19, 2014 | Feb. 24, 2011 | Apr. 30, 2008 | |
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | $3,621,404,000 | $3,023,071,000 | ||||||||||||||||||
Long-term debt, discounts | 6,196,000 | 6,929,000 | ||||||||||||||||||
Deferred financing costs | 8,201,000 | 14,046,000 | 14,720,000 | |||||||||||||||||
Payments of premiums on redemption of long-term debt | 0 | -31,516,000 | 0 | |||||||||||||||||
Guarantor Subsidiaries | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Percentage of Partnership interest in subsidiaries guaranteeing the Senior Notes | 100.00% | |||||||||||||||||||
Revolving credit facility | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 97,600,000 | |||||||||||||||||||
Applicable interest rate (as a percent) | 4.50% | |||||||||||||||||||
Credit facility current lending capacity | 1,300,000,000 | |||||||||||||||||||
Accordion option to increase borrowing capacity under the Credit Facility | 500,000,000 | 250,000,000 | ||||||||||||||||||
Extension of maturity | 18 months | |||||||||||||||||||
Deferred financing costs | 2,000,000 | 0 | 2,500,000 | |||||||||||||||||
Letters of credit maximum borrowing capacity | 150,000,000 | |||||||||||||||||||
Short-term swingline loan maximum borrowing capacity | 10,000,000 | |||||||||||||||||||
Interest Coverage Ratio | 2.5 | |||||||||||||||||||
Total Leverage Ratio | 5.5 | |||||||||||||||||||
Maximum leverage ratio prior to Collateral Release Date | 5.25 | 5.5 | ||||||||||||||||||
Maximum leverage ratio after Collateral Release Date | 5 | |||||||||||||||||||
Borrowings outstanding | 97,600,000 | |||||||||||||||||||
Letters of credit outstanding amount | 11,300,000 | |||||||||||||||||||
Credit facility remaining borrowing capacity | 1,191,100,000 | |||||||||||||||||||
Revolving credit facility | Alternate Base Rate Loans | Minimum | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Margin prior to Collateral Release Date (as a percent) | 0.50% | |||||||||||||||||||
Margin after Collateral Release Date (as a percent) | 0.13% | |||||||||||||||||||
Revolving credit facility | Alternate Base Rate Loans | Maximum | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Margin prior to Collateral Release Date (as a percent) | 1.50% | |||||||||||||||||||
Margin after Collateral Release Date (as a percent) | 1.00% | |||||||||||||||||||
Revolving credit facility | Alternate Base Rate Loans | Prime rate | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Basis of variable interest rate | Prime Rate | |||||||||||||||||||
Revolving credit facility | Alternate Base Rate Loans | Federal Funds Effective Swap Rate [Member] | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Basis of variable interest rate | Federal Funds Rate | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 0.50% | |||||||||||||||||||
Revolving credit facility | Alternate Base Rate Loans | One month LIBOR | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Basis of variable interest rate | One month LIBOR | |||||||||||||||||||
Spread on variable rate basis (as a percent) | 1.00% | |||||||||||||||||||
Revolving credit facility | LIBO Rate Loans | Minimum | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Margin prior to Collateral Release Date (as a percent) | 1.50% | |||||||||||||||||||
Margin after Collateral Release Date (as a percent) | 1.13% | |||||||||||||||||||
Revolving credit facility | LIBO Rate Loans | Maximum | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Margin prior to Collateral Release Date (as a percent) | 2.50% | |||||||||||||||||||
Margin after Collateral Release Date (as a percent) | 2.00% | |||||||||||||||||||
Revolving credit facility | LIBO Rate Loans | One month LIBOR | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Basis of variable interest rate | LIBOR | |||||||||||||||||||
Senior Notes | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Pre-tax loss on repurchase of debt | 38,500,000 | |||||||||||||||||||
Non-cash write-off of the unamortized discount and deferred finance costs | 7,000,000 | |||||||||||||||||||
Payments of premiums on redemption of long-term debt | 31,500,000 | |||||||||||||||||||
Percentage of Partnership interest in subsidiaries guaranteeing the Senior Notes | 100.00% | |||||||||||||||||||
Minimum principal payments during the next five years | ||||||||||||||||||||
2015 | 0 | |||||||||||||||||||
2016 | 0 | |||||||||||||||||||
2017 | 0 | |||||||||||||||||||
2018 | 0 | |||||||||||||||||||
2019 | 0 | |||||||||||||||||||
Senior Notes | 2020 Senior Notes, 6.75% interest, issued November 2010 and due November 2020 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 500,000,000 | 500,000,000 | ||||||||||||||||||
Debt instrument, stated interest rate percentage | 6.75% | 6.75% | ||||||||||||||||||
Aggregate principal amount | 500,000,000 | |||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 490,300,000 | |||||||||||||||||||
Senior Notes | 2021 Senior Notes, 6.5% interest, issued February and March 2011 and due August 2021 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 324,587,000 | 324,526,000 | ||||||||||||||||||
Debt instrument, stated interest rate percentage | 6.50% | 6.50% | ||||||||||||||||||
Long-term debt, discounts | 413,000 | 474,000 | ||||||||||||||||||
Aggregate principal amount | 200,000,000 | 300,000,000 | ||||||||||||||||||
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 | 492,400,000 | |||||||||||||||||||
Amount of debt repurchased | 175,000,000 | |||||||||||||||||||
Senior Notes | 2022 Senior Notes, 6.25% interest, issued October 2011 and due June 2022 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 455,000,000 | 455,000,000 | ||||||||||||||||||
Debt instrument, stated interest rate percentage | 6.25% | 6.25% | ||||||||||||||||||
Aggregate principal amount | 700,000,000 | |||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 688,500,000 | |||||||||||||||||||
Amount of debt repurchased | 245,000,000 | |||||||||||||||||||
Senior Notes | 2023A Senior Notes, 5.5% interest, issued August 2012 and due February 2023 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 744,217,000 | 743,545,000 | ||||||||||||||||||
Debt instrument, stated interest rate percentage | 5.50% | 5.50% | ||||||||||||||||||
Long-term debt, discounts | 5,783,000 | 6,455,000 | ||||||||||||||||||
Aggregate principal amount | 750,000,000 | |||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 730,200,000 | |||||||||||||||||||
Senior Notes | 2023B Senior Notes, 4.5% interest, issued January 2013 and due July 2023 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||
Debt instrument, stated interest rate percentage | 4.50% | 4.50% | ||||||||||||||||||
Aggregate principal amount | 1,000,000,000 | |||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 986,000,000 | |||||||||||||||||||
Senior Notes | 2024 Senior Notes, 4.875% interest, issued November 2014 and due December 2024 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Long-term debt, net of discounts | 500,000,000 | |||||||||||||||||||
Debt instrument, stated interest rate percentage | 4.88% | 4.88% | ||||||||||||||||||
Aggregate principal amount | 500,000,000 | |||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 493,800,000 | |||||||||||||||||||
Senior Notes | 2018 Senior Notes, 8.75% interest, issued April and May 2008 | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Debt instrument, stated interest rate percentage | 8.75% | |||||||||||||||||||
Aggregate principal amount | 100,000,000 | 400,000,000 | ||||||||||||||||||
Proceeds from issuance of senior notes, net of underwriting fees and the other expenses of the offering | 488,500,000 | |||||||||||||||||||
Amount of debt repurchased | 81,100,000 | 253,300,000 | 165,600,000 | 419,000,000 | ||||||||||||||||
Senior Notes | 2016 Senior Notes | ||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||
Amount of debt repurchased | $275,000,000 |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 36 Months Ended | 1 Months Ended | 24 Months Ended | 1 Months Ended | 24 Months Ended | 1 Months Ended | |||||||||||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | 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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 19, 2012 | Aug. 17, 2012 | 14-May-12 | Mar. 16, 2012 | Jan. 13, 2012 | Dec. 31, 2014 | Nov. 30, 2012 | Dec. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2014 |
Distributions of Available Cash | ||||||||||||||||||||||||||||
Period after the end of each quarter within which available cash is distributed to unitholders | 45 days | |||||||||||||||||||||||||||
Maximum period for which cash reserves may be created for distribution to unitholders and the general partner | 1 year | |||||||||||||||||||||||||||
Distribution per common unit (in dollars per unit) | $0.90 | $0.89 | $0.88 | $0.87 | $0.86 | $0.85 | $0.84 | $0.83 | $0.82 | $0.81 | $0.80 | $0.79 | ||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Proceeds from public equity offerings, net | $1,638,090,000 | $1,698,066,000 | $1,634,081,000 | |||||||||||||||||||||||||
Common Units | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 24,585 | 26,115 | 32,308 | 9,800 | 6,900 | 8,000 | 6,800 | 700 | 83,000 | |||||||||||||||||||
Proceeds from public equity offerings, net | 437,000,000 | 338,000,000 | 427,000,000 | 388,000,000 | 38,000,000 | 4,970,000,000 | ||||||||||||||||||||||
Conversion of Class B units to common units (in units) | 3,991 | 3,990 | 0 | |||||||||||||||||||||||||
Common Units | November 2012 ATM | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 9,300 | 100 | 9,400 | |||||||||||||||||||||||||
Proceeds from public equity offerings, net | 584,000,000 | 6,000,000 | 590,000,000 | |||||||||||||||||||||||||
Offering under program | 600,000,000 | |||||||||||||||||||||||||||
Common Units | August 2013 ATM | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 5,900 | |||||||||||||||||||||||||||
Proceeds from public equity offerings, net | 396,000,000 | |||||||||||||||||||||||||||
Offering under program | 400,000,000 | |||||||||||||||||||||||||||
Common Units | September 2013 ATM | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 4,200 | 10,900 | 15,100 | |||||||||||||||||||||||||
Proceeds from public equity offerings, net | 272,000,000 | 718,000,000 | 990,000,000 | |||||||||||||||||||||||||
Offering under program | 1,000,000,000 | |||||||||||||||||||||||||||
Common Units | March 2014 ATM | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 17,900 | |||||||||||||||||||||||||||
Proceeds from public equity offerings, net | 1,191,000,000 | |||||||||||||||||||||||||||
Offering under program | 1,200,000,000 | |||||||||||||||||||||||||||
Common Units | November 2014 ATM | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Aggregate common units sold (in units) | 2,500 | |||||||||||||||||||||||||||
Proceeds from public equity offerings, net | 175,000,000 | |||||||||||||||||||||||||||
Offering under program | $1,500,000,000 | |||||||||||||||||||||||||||
Class B Units | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Conversion of Class B units to common units (in units) | -3,991 | -3,990 | 0 | |||||||||||||||||||||||||
Class B Units | M & R | ||||||||||||||||||||||||||||
Equity Offerings | ||||||||||||||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||||||||||||
Number of installments | 3 | |||||||||||||||||||||||||||
Number of anniversaries | 2 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Lease and Other Contractual Obligations | |||
Annual expense under operating leases and propane storage agreement | $32,100,000 | $25,800,000 | $20,800,000 |
Minimum | |||
Lease and Other Contractual Obligations | |||
Term of transportation agreement | 3 years | ||
Maximum | |||
Lease and Other Contractual Obligations | |||
Term of transportation agreement | 10 years | ||
Operating leases, propane storage agreement, and transportation and terminalling agreements | |||
Minimum future payments under the agreements | |||
2015 | 63,803,000 | ||
2016 | 101,686,000 | ||
2017 | 104,474,000 | ||
2018 | 87,095,000 | ||
2019 | 84,695,000 | ||
Thereafter | 444,598,000 | ||
Total minimum future payments | $886,351,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Recorded Unconditional Purchase Obligation [Line Items] | ||
Total SMR liability | $87,113 | $89,592 |
Long-term portion of SMR Liability | 84,392 | 87,113 |
SMR Liability | SMR | ||
Recorded Unconditional Purchase Obligation [Line Items] | ||
2015 | 17,412 | |
2016 | 17,412 | |
2017 | 17,412 | |
2018 | 17,412 | |
2019 | 17,412 | |
2020 and thereafter | 177,793 | |
Total minimum payments | 264,853 | |
Less: Services element | -101,313 | |
Less: Interest | -76,427 | |
Total SMR liability | 87,113 | |
Less: Current portion of SMR Liability | -2,721 | |
Long-term portion of SMR Liability | $84,392 |
Lease_Operations_Details
Lease Operations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Lease operations | |||
Revenue from lease arrangements | $174,700,000 | $122,900,000 | $84,000,000 |
Contingent lease payments received | 15,600,000 | 16,900,000 | |
Minimum future rentals on the non-cancellable operating leases | |||
2015 | 149,105,000 | ||
2016 | 159,747,000 | ||
2017 | 163,928,000 | ||
2018 | 164,084,000 | ||
2019 | 163,962,000 | ||
2020 and thereafter | 634,876,000 | ||
Total minimum future rentals | 1,435,702,000 | ||
Investment in assets held for operating lease by major classes | |||
Property, plant and equipment | 1,675,860,000 | 1,248,454,000 | |
Less: accumulated depreciation | -198,478,000 | -130,041,000 | |
Total property, plant and equipment, net | 1,477,382,000 | 1,118,413,000 | |
Natural gas gathering and NGL transportation pipelines and facilities | |||
Investment in assets held for operating lease by major classes | |||
Property, plant and equipment | 873,509,000 | 755,136,000 | |
Processing plants | |||
Investment in assets held for operating lease by major classes | |||
Property, plant and equipment | 656,031,000 | 374,312,000 | |
Construction in progress | |||
Investment in assets held for operating lease by major classes | |||
Property, plant and equipment | $146,320,000 | $119,006,000 |
Incentive_Compensation_Plans_D
Incentive Compensation Plans (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | Jan. 31, 2011 | |
Incentive Compensation Plans | ||||||
Total compensation expense | $19,054,000 | $16,359,000 | $14,656,000 | |||
Cash paid for taxes related to vesting of share-based payment awards related to tax withholding for share-based compensation | 8,947,000 | 5,210,000 | 8,067,000 | |||
Phantom units | ||||||
Incentive Compensation Plans | ||||||
Total compensation expense | 18,961,000 | 16,282,000 | 14,615,000 | |||
DERs | ||||||
Incentive Compensation Plans | ||||||
Total compensation expense | 93,000 | 77,000 | 41,000 | |||
2008 LTIP | ||||||
Incentive Compensation Plans | ||||||
Total compensation expense not yet recognized | 14,600,000 | |||||
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 | TSR Performance Units | ||||||
Incentive Compensation Plans | ||||||
Total compensation expense | 2,200,000 | |||||
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 | 0 | 6,500,000 | |||
Total intrinsic value of phantom units vested during the period | 0 | 0 | 6,500,000 | |||
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 | 8,900,000 | 5,200,000 | 8,100,000 | |||
Proceeds from issuance of phantom units | 0 | 0 | 0 | |||
Number of phantom units redeemed for cash that were vested | 0 | 0 | 0 | |||
Unit activity | ||||||
Unvested at the beginning of the period (in units) | 757,509 | |||||
Granted (in units) | 270,779 | |||||
Vested (in units) | -339,766 | |||||
Forfeited (in units) | -13,181 | |||||
Unvested at the end of the period (in units) | 675,341 | 757,509 | ||||
Weighted-average Grant-date Fair Value | ||||||
Unvested at the beginning of the period (in dollars per unit) | $53.36 | |||||
Granted (in dollars per unit) | $69.89 | |||||
Vested (in dollars per unit) | $49.43 | |||||
Forfeited (in dollars per unit) | $63.24 | |||||
Unvested at the end of the period (in dollars per unit) | $61.77 | $53.36 | ||||
Other Award Information | ||||||
Total fair value of phantom units vested during the period | 16,800,000 | 10,100,000 | 10,400,000 | |||
Total intrinsic value of phantom units vested during the period | $16,800,000 | $10,100,000 | $10,400,000 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Benefit Plan | |||
Employer matching contribution expense related to defined contribution benefit plan | $5.50 | $4.20 | $3.20 |
Income_Tax_Details
Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current income tax expense (benefit): | |||
Federal | ($11,078) | ($2,964) | |
State | 618 | -130 | 598 |
Total current | 618 | -11,208 | -2,366 |
Deferred income tax expense (benefit): | |||
Federal | 36,742 | 24,382 | 38,531 |
State | 4,859 | -505 | 2,163 |
Total deferred | 41,601 | 23,877 | 40,694 |
Total provision for income tax | $42,219 | $12,669 | $38,328 |
Income_Tax_Details_2
Income Tax (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income tax | |||
Income before provision for income tax | $202,522 | $53,114 | $255,293 |
Federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Federal income tax at statutory rate | 26,983 | 10,901 | 25,967 |
Permanent items | 40 | 40 | 28 |
State income taxes, net of federal benefit | 4,777 | -690 | 2,377 |
Current year change in valuation allowance | -5 | ||
State tax rate changes | 4,427 | -147 | -2,517 |
Provision on income from Class A units | 5,878 | 2,617 | 12,412 |
Other | 114 | -52 | 66 |
Total provision for income tax | 42,219 | 12,669 | 38,328 |
Eliminations | |||
Income tax | |||
Income before provision for income tax | -3,273 | -20,162 | 2,284 |
Federal statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
Corporation | Reportable legal entities | |||
Income tax | |||
Income before provision for income tax | 77,093 | 31,145 | 74,192 |
Federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Federal income tax at statutory rate | 26,983 | 10,901 | 25,967 |
Permanent items | 40 | 40 | 28 |
State income taxes, net of federal benefit | 1,960 | -729 | 688 |
Current year change in valuation allowance | -5 | ||
State tax rate changes | 4,417 | -147 | -2,517 |
Provision on income from Class A units | 5,878 | 2,617 | 12,412 |
Other | 114 | -52 | 66 |
Total provision for income tax | 39,392 | 12,630 | 36,639 |
Partnership | Reportable legal entities | |||
Income tax | |||
Income before provision for income tax | 128,702 | 42,131 | 178,817 |
Federal statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% |
State income taxes, net of federal benefit | 2,817 | 39 | 1,689 |
State tax rate changes | 10 | ||
Total provision for income tax | $2,827 | $39 | $1,689 |
Income_Tax_Details_3
Income Tax (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current deferred tax assets: | ||
Accruals and reserves | $208 | $221 |
Derivative instruments | 4,845 | |
Net operating loss carryforward | 424 | 18,134 |
Capital loss carryforward | 904 | |
State tax credit | 74 | |
Current deferred tax assets | 632 | 24,178 |
Valuation allowance | -978 | |
Current deferred income tax assets | 632 | 23,200 |
Current deferred income tax liabilities: | ||
Derivative instruments | 862 | |
Current deferred tax subtotal | 230 | -23,200 |
Long-term deferred tax assets: | ||
Accruals and reserves | 58 | 329 |
Derivative instruments | 10,102 | |
Phantom unit compensation | 3,501 | 3,328 |
Net operating loss carryforward | 48,640 | 9,283 |
Long-term deferred tax assets | 52,199 | 23,042 |
Long-term deferred tax liabilities: | ||
Property, plant and equipment and intangibles | 7,522 | 4,755 |
Investment in affiliated groups | 395,669 | 305,853 |
Derivative instruments | 6,268 | |
Long-term deferred tax liabilities | 409,459 | 310,608 |
Long-term subtotal | 357,260 | 287,566 |
Net deferred tax liability | ($357,490) | ($264,366) |
Income_Tax_Details_4
Income Tax (Details 4) (Corporation, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Income tax | |
Amount of tax deductions related to equity compensation in excess of compensation | $1.60 |
Federal | |
Income tax | |
Net operating loss carryforwards | 47.8 |
NOL carryforwards expiration period | 20 years |
State | |
Income tax | |
Net operating loss carryforwards | $2.90 |
State | Minimum | |
Income tax | |
NOL carryforwards expiration period | 5 years |
State | Maximum | |
Income tax | |
NOL carryforwards expiration period | 20 years |
Income_Tax_Details_5
Income Tax (Details 5) (Corporation, USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income tax | ||
Valuation allowance as a percentage of long-term deferred tax asset attributable to capital loss carryforwards or state tax credit | 100.00% | |
State | ||
Income tax | ||
Expiration of tax credits | $0.10 | |
Capital loss carryforward | ||
Income tax | ||
Expiration of tax credits | $0.90 |
Income_Tax_Details_6
Income Tax (Details 6) (Deferred Tax Asset Valuation Allowance, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Asset Valuation Allowance | |||
Activity in deferred tax asset valuation allowance | |||
Balance at beginning of period | $978 | $904 | $977 |
Charged to costs and expenses | 74 | -73 | |
Expiration of capital loss carryforward | -978 | ||
Balance at end of period | $978 | $904 |
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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings (Loss) Per Common Unit | |||||||||||
Net income attributable to the Partnership's unitholders | $34,978 | $77,434 | $8,977 | $12,492 | ($6,560) | ($23,604) | $83,699 | ($15,458) | $133,881 | $38,077 | $220,402 |
Less: Income allocable to phantom units | -2,229 | -2,342 | -2,142 | ||||||||
Income (loss) available for common unitholders - basic | 131,652 | 35,735 | 218,260 | ||||||||
Add: Income allocable to phantom units and DER expense | 2,322 | 2,419 | 2,183 | ||||||||
Income (loss) available for common unitholders - diluted | 133,974 | 38,154 | 220,443 | ||||||||
Weighted average common units outstanding-basic (in units) | 171,009 | 138,409 | 109,979 | ||||||||
Potential common shares (Class B and phantom units) | 14,641 | 22,034 | 20,669 | ||||||||
Weighted average common units outstanding-diluted (in units) | 185,650 | 160,443 | 130,648 | ||||||||
Net income attributable to the Partnership's common unitholders per common unit | |||||||||||
Basic (in dollars per unit) | $0.19 | $0.43 | $0.05 | $0.08 | ($0.05) | ($0.17) | $0.63 | ($0.12) | $0.77 | $0.26 | $1.98 |
Diluted (in dollars per unit) | $0.18 | $0.41 | $0.05 | $0.07 | ($0.05) | ($0.17) | $0.55 | ($0.12) | $0.72 | $0.24 | $1.69 |
Class B Units | |||||||||||
Earnings (Loss) Per Common Unit | |||||||||||
Net 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 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information | |||||||||||
Segment purchased product costs | $832,428 | $691,165 | $530,328 | ||||||||
Segment facility expenses | 343,362 | 291,069 | 206,861 | ||||||||
Income from operations | 110,098 | 139,495 | 55,626 | 72,001 | 34,495 | 7,763 | 140,022 | 63,663 | 377,220 | 245,943 | 378,276 |
Capital expenditures | 2,369,715 | 3,046,956 | 1,950,324 | ||||||||
Total segments | |||||||||||
Segment information | |||||||||||
Segment revenue | 2,167,808 | 1,693,267 | 1,389,214 | ||||||||
Segment purchased product costs | 832,682 | 691,165 | 530,328 | ||||||||
Net operating margin | 1,335,126 | 1,002,102 | 858,886 | ||||||||
Segment facility expenses | 364,281 | 299,399 | 216,590 | ||||||||
Segment portion of operating income attributable to non-controlling interests | 35,433 | -3,478 | -1,183 | ||||||||
Income from operations | 935,412 | 706,181 | 643,479 | ||||||||
Capital expenditures | 2,661,838 | 3,035,889 | 1,945,323 | ||||||||
Unallocated Segment | |||||||||||
Segment information | |||||||||||
Capital expenditures | 16,989 | 11,067 | 5,001 | ||||||||
Intersegment Eliminations | |||||||||||
Segment information | |||||||||||
Segment revenue | -6,175 | ||||||||||
Net operating margin | -6,175 | ||||||||||
Segment facility expenses | -6,175 | ||||||||||
Marcellus | Total segments | |||||||||||
Segment information | |||||||||||
Segment revenue | 791,505 | 527,073 | 319,867 | ||||||||
Segment purchased product costs | 147,500 | 100,262 | 74,024 | ||||||||
Net operating margin | 644,005 | 426,811 | 245,843 | ||||||||
Segment facility expenses | 151,898 | 108,781 | 65,825 | ||||||||
Income from operations | 492,107 | 318,030 | 180,018 | ||||||||
Capital expenditures | 1,482,791 | 1,613,580 | 1,458,323 | ||||||||
Utica Segment | Ohio Gathering | |||||||||||
Segment information | |||||||||||
Capital expenditures | 309,112 | ||||||||||
Utica Segment | Total segments | |||||||||||
Segment information | |||||||||||
Segment revenue | 152,975 | 26,442 | 571 | ||||||||
Segment purchased product costs | 23,773 | ||||||||||
Net operating margin | 129,202 | 26,442 | 571 | ||||||||
Segment facility expenses | 54,224 | 35,081 | 3,968 | ||||||||
Segment portion of operating income attributable to non-controlling interests | 35,422 | -3,499 | -1,359 | ||||||||
Income from operations | 39,556 | -5,140 | -2,038 | ||||||||
Capital expenditures | 1,031,128 | 1,242,158 | 233,018 | ||||||||
Northeast Segment | Total segments | |||||||||||
Segment information | |||||||||||
Segment revenue | 194,477 | 204,326 | 225,818 | ||||||||
Segment purchased product costs | 66,345 | 65,192 | 68,402 | ||||||||
Net operating margin | 128,132 | 139,134 | 157,416 | ||||||||
Segment facility expenses | 31,974 | 28,425 | 24,106 | ||||||||
Income from operations | 96,158 | 110,709 | 133,310 | ||||||||
Capital expenditures | 4,937 | 4,586 | 84,542 | ||||||||
Southwest Segment | Total segments | |||||||||||
Segment information | |||||||||||
Segment revenue | 1,035,026 | 935,426 | 842,958 | ||||||||
Segment purchased product costs | 595,064 | 525,711 | 387,902 | ||||||||
Net operating margin | 439,962 | 409,715 | 455,056 | ||||||||
Segment facility expenses | 132,360 | 127,112 | 122,691 | ||||||||
Segment portion of operating income attributable to non-controlling interests | 11 | 21 | 176 | ||||||||
Income from operations | 307,591 | 282,582 | 332,189 | ||||||||
Capital expenditures | $142,982 | $175,565 | $169,440 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information | |||||||||||
Derivative (loss) gain not allocated to segments | $40,151 | ($24,638) | $56,535 | ||||||||
Total revenue | 538,245 | 607,086 | 518,366 | 512,476 | 453,538 | 420,516 | 415,120 | 373,273 | 2,176,173 | 1,662,447 | 1,439,814 |
Total segments | |||||||||||
Segment information | |||||||||||
Revenue | 2,167,808 | 1,693,267 | 1,389,214 | ||||||||
Reconciling adjustments | |||||||||||
Segment information | |||||||||||
Revenue adjustment for unconsolidated affiliate | -41,446 | ||||||||||
Revenue deferral adjustment and other | 9,660 | -6,182 | -5,935 | ||||||||
Unallocated Segment | |||||||||||
Segment information | |||||||||||
Derivative (loss) gain not allocated to segments | $40,151 | ($24,638) | $56,535 |
Segment_Information_Details_3
Segment Information (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information | |||||||||||
Income from operations | $110,098 | $139,495 | $55,626 | $72,001 | $34,495 | $7,763 | $140,022 | $63,663 | $377,220 | $245,943 | $378,276 |
Selling, general and administrative expenses | -126,499 | -101,549 | -93,444 | ||||||||
Depreciation | -422,755 | -299,884 | -183,250 | ||||||||
Amortization of intangible assets | -64,893 | -64,644 | -53,320 | ||||||||
Impairment of goodwill | -62,445 | 0 | 0 | ||||||||
Gain (loss) on disposal of property, plant and equipment | -1,116 | 33,763 | -6,254 | ||||||||
Accretion of asset retirement obligations | -570 | -824 | -672 | ||||||||
(Loss) earnings from unconsolidated affiliates | -4,477 | 1,422 | 2,328 | ||||||||
Interest expense | -166,372 | -151,851 | -120,191 | ||||||||
Amortization of deferred financing costs and debt discount (a component of interest expense) | -7,289 | -6,726 | -5,601 | ||||||||
Loss on redemption of debt | -38,500 | 0 | -38,455 | 0 | |||||||
Miscellaneous income, net | 3,440 | 2,781 | 481 | ||||||||
Income before provision for income tax | 202,522 | 53,114 | 255,293 | ||||||||
Total segments | |||||||||||
Segment information | |||||||||||
Income from operations | 935,412 | 706,181 | 643,479 | ||||||||
Portion of operating income (loss) attributable to non-controlling interests | 35,433 | -3,478 | -1,183 | ||||||||
Reconciling adjustments | |||||||||||
Segment information | |||||||||||
Portion of operating income (loss) attributable to non-controlling interests | 21,425 | -3,478 | -1,183 | ||||||||
Derivative gain (loss) not allocated to segments | 95,266 | -25,770 | 69,126 | ||||||||
Revenue adjustment for unconsolidated affiliate | -41,446 | ||||||||||
Revenue deferral adjustment and other | 4,455 | -6,182 | -5,935 | ||||||||
Revenue deferral adjustment and other | 9,660 | -6,182 | -5,935 | ||||||||
Facility expense and purchased product cost adjustments for unconsolidated affiliate | 19,559 | ||||||||||
Portion of operating income attributable to non-controlling interests of unconsolidated affiliate | 14,008 | ||||||||||
Facility expenses adjustments | 10,751 | 10,751 | 10,751 | ||||||||
Unallocated Segment | |||||||||||
Segment information | |||||||||||
Compensation expense included in facility expenses not allocated to segments | -3,932 | -2,421 | -1,022 | ||||||||
Selling, general and administrative expenses | -126,499 | -101,549 | -93,444 | ||||||||
Depreciation | -422,755 | -299,884 | -183,250 | ||||||||
Amortization of intangible assets | -64,893 | -64,644 | -53,320 | ||||||||
Impairment of goodwill | -62,445 | ||||||||||
Gain (loss) on disposal of property, plant and equipment | -1,116 | 33,763 | -6,254 | ||||||||
Accretion of asset retirement obligations | ($570) | ($824) | ($672) |
Segment_Information_Details_4
Segment Information (Details 4) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment information | |||
Management fee revenues unconsolidated affiliate | $16.50 | $1 | $1.50 |
Northeast Segment | |||
Segment information | |||
Revenue deferral adjustment | 6.2 | 6.4 | 6.6 |
Southwest Segment | |||
Segment information | |||
Revenue deferral adjustment | $0.80 | $0.80 | $0.80 |
Segment_Information_Details_5
Segment Information (Details 5) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Segment Assets | ||||
Certain cash and cash equivalents | $108,887 | $85,305 | $345,756 | $114,332 |
Fair value of derivatives | 37,428 | 11,962 | ||
Investment in unconsolidated affiliates ($696,784 and $0, respectively) | 805,633 | 75,627 | ||
Total assets | 10,980,778 | 9,396,423 | ||
Total segments | ||||
Segment Assets | ||||
Total assets | 10,720,981 | 9,137,935 | ||
Unallocated Segment | ||||
Segment Assets | ||||
Certain cash and cash equivalents | 63,086 | |||
Fair value of derivatives | 37,428 | 11,962 | ||
Investment in unconsolidated affiliates ($696,784 and $0, respectively) | 108,849 | 75,627 | ||
Other | 113,520 | 107,813 | ||
Marcellus | Total segments | ||||
Segment Assets | ||||
Total assets | 5,749,932 | 4,529,028 | ||
Utica Segment | Total segments | ||||
Segment Assets | ||||
Total assets | 2,163,025 | 1,646,995 | ||
Northeast Segment | Total segments | ||||
Segment Assets | ||||
Total assets | 445,911 | 572,855 | ||
Southwest Segment | Total segments | ||||
Segment Assets | ||||
Total assets | $2,362,113 | $2,389,057 |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Financial Information (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current assets: | ||||
Cash and cash equivalents | 108,887 | $85,305 | $345,756 | $114,332 |
Restricted cash ($0 and $0, respectively) | 20,000 | 10,000 | ||
Receivables and other current assets | 380,748 | 390,375 | ||
Receivables from unconsolidated affiliates, net ($30 and $0, respectively) | 7,097 | 17,363 | ||
Fair value of derivative instruments | 20,921 | 11,457 | ||
Total current assets | 537,653 | 514,500 | ||
Total property, plant and equipment, net | 8,652,900 | 7,693,169 | ||
Other long-term assets: | ||||
Restricted cash | 0 | 10,000 | ||
Investment in unconsolidated affiliates | 805,633 | 75,627 | ||
Intangibles, net of accumulated amortization | 809,277 | 874,792 | ||
Fair value of derivative instruments | 16,507 | 505 | ||
Other long-term assets | 158,808 | 227,830 | ||
Total assets | 10,980,778 | 9,396,423 | ||
Current liabilities: | ||||
Fair value of derivative instruments | 0 | 28,838 | ||
Payables to unconsolidated affiliates, net ($5,500 and $0, respectively) | 8,621 | 0 | ||
Other current liabilities | 631,242 | 838,935 | ||
Total current liabilities | 639,863 | 867,773 | ||
Deferred income taxes | 357,260 | 287,566 | ||
Fair value of derivative instruments | 0 | 27,763 | ||
Long-term debt, net of discounts | 3,621,404 | 3,023,071 | ||
Other long-term liabilities | 169,012 | 156,500 | ||
Redeemable non-controlling interest | 0 | 235,617 | 0 | 0 |
Equity: | ||||
Non-controlling interest in consolidated subsidiaries | 983,477 | 719,813 | ||
Total equity | 6,193,239 | 4,798,133 | 3,111,398 | 1,395,242 |
Total liabilities and equity | 10,980,778 | 9,396,423 | ||
Common Units | ||||
Equity: | ||||
Common units or Class B units | 4,758,243 | 3,476,295 | ||
Total equity | 4,758,243 | 3,476,295 | 2,097,404 | 642,522 |
Class B Units | ||||
Equity: | ||||
Common units or Class B units | 451,519 | 602,025 | ||
Total equity | 451,519 | 602,025 | 752,531 | 752,531 |
Guarantor Subsidiaries | ||||
Condensed Consolidating Balance Sheets | ||||
Percentage of Partnership interest in subsidiaries guaranteeing the Senior Notes | 100.00% | |||
Reportable legal entities | Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 224 | 210,015 | 22 | |
Receivables and other current assets | 1,219 | 6,248 | ||
Receivables from unconsolidated affiliates, net ($30 and $0, respectively) | 247 | |||
Intercompany receivables | 633,994 | 1,194,955 | ||
Total current assets | 635,460 | 1,201,427 | ||
Total property, plant and equipment, net | 9,992 | 5,379 | ||
Other long-term assets: | ||||
Investment in consolidated affiliates | 7,990,532 | 5,741,374 | ||
Intercompany notes receivable | 186,100 | 151,200 | ||
Other long-term assets | 52,825 | 52,338 | ||
Total assets | 8,874,909 | 7,151,718 | ||
Current liabilities: | ||||
Intercompany payables | 3,287 | |||
Other current liabilities | 69,552 | 58,110 | ||
Total current liabilities | 72,839 | 58,110 | ||
Deferred income taxes | 6,162 | 3,407 | ||
Long-term debt, net of discounts | 3,621,404 | 3,023,071 | ||
Other long-term liabilities | 8,794 | 3,745 | ||
Equity: | ||||
Total equity | 5,165,710 | 4,063,385 | ||
Total liabilities and equity | 8,874,909 | 7,151,718 | ||
Reportable legal entities | Parent | Common Units | ||||
Equity: | ||||
Common units or Class B units | 4,714,191 | 3,461,360 | ||
Reportable legal entities | Parent | Class B Units | ||||
Equity: | ||||
Common units or Class B units | 451,519 | 602,025 | ||
Reportable legal entities | Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 79,363 | 102,979 | 99,580 | |
Receivables and other current assets | 225,695 | 266,610 | ||
Receivables from unconsolidated affiliates, net ($30 and $0, respectively) | 3,001 | |||
Intercompany receivables | 24,683 | 78,010 | ||
Fair value of derivative instruments | 17,386 | 10,444 | ||
Total current assets | 270,765 | 434,427 | ||
Total property, plant and equipment, net | 2,140,565 | 2,149,845 | ||
Other long-term assets: | ||||
Investment in unconsolidated affiliates | 82,616 | 75,627 | ||
Investment in consolidated affiliates | 6,500,008 | 4,541,617 | ||
Intangibles, net of accumulated amortization | 546,637 | 595,995 | ||
Fair value of derivative instruments | 16,507 | 505 | ||
Other long-term assets | 29,412 | 92,276 | ||
Total assets | 9,586,510 | 7,890,292 | ||
Current liabilities: | ||||
Intercompany payables | 729,714 | 1,315,707 | ||
Fair value of derivative instruments | 26,382 | |||
Other current liabilities | 177,269 | 199,146 | ||
Total current liabilities | 906,983 | 1,541,235 | ||
Deferred income taxes | 351,098 | 284,159 | ||
Long-term intercompany financing payable | 186,100 | 151,200 | ||
Fair value of derivative instruments | 27,763 | |||
Other long-term liabilities | 151,797 | 144,561 | ||
Equity: | ||||
Total equity | 7,990,532 | 5,741,374 | ||
Total liabilities and equity | 9,586,510 | 7,890,292 | ||
Reportable legal entities | Guarantor Subsidiaries | Common Units | ||||
Equity: | ||||
Common units or Class B units | 7,990,532 | 5,741,374 | ||
Reportable legal entities | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 108,887 | 5,718 | 32,762 | 14,730 |
Restricted cash ($0 and $0, respectively) | 20,000 | 10,000 | ||
Receivables and other current assets | 153,834 | 117,517 | ||
Receivables from unconsolidated affiliates, net ($30 and $0, respectively) | 3,849 | 17,363 | ||
Intercompany receivables | 178,109 | 125,115 | ||
Fair value of derivative instruments | 3,535 | 1,013 | ||
Total current assets | 468,214 | 276,726 | ||
Total property, plant and equipment, net | 6,550,040 | 5,622,602 | ||
Other long-term assets: | ||||
Restricted cash | 10,000 | |||
Investment in unconsolidated affiliates | 733,226 | |||
Intangibles, net of accumulated amortization | 262,640 | 278,797 | ||
Other long-term assets | 76,571 | 83,216 | ||
Total assets | 8,090,691 | 6,271,341 | ||
Current liabilities: | ||||
Intercompany payables | 103,787 | 82,373 | ||
Fair value of derivative instruments | 2,456 | |||
Payables to unconsolidated affiliates, net ($5,500 and $0, respectively) | 8,621 | |||
Other current liabilities | 386,821 | 583,810 | ||
Total current liabilities | 499,229 | 668,639 | ||
Long-term intercompany financing payable | 95,061 | 97,461 | ||
Other long-term liabilities | 8,421 | 8,194 | ||
Equity: | ||||
Total equity | 7,487,980 | 5,497,047 | ||
Total liabilities and equity | 8,090,691 | 6,271,341 | ||
Reportable legal entities | Non-Guarantor Subsidiaries | Common Units | ||||
Equity: | ||||
Common units or Class B units | 7,487,980 | 5,497,047 | ||
Eliminations | ||||
Current assets: | ||||
Intercompany receivables | -836,786 | -1,398,080 | ||
Total current assets | -836,786 | -1,398,080 | ||
Total property, plant and equipment, net | -47,697 | -84,657 | ||
Other long-term assets: | ||||
Investment in unconsolidated affiliates | -10,209 | |||
Investment in consolidated affiliates | -14,490,540 | -10,282,991 | ||
Intercompany notes receivable | -186,100 | -151,200 | ||
Total assets | -15,571,332 | -11,916,928 | ||
Current liabilities: | ||||
Intercompany payables | -836,788 | -1,398,080 | ||
Other current liabilities | -2,400 | -2,131 | ||
Total current liabilities | -839,188 | -1,400,211 | ||
Long-term intercompany financing payable | -281,161 | -248,661 | ||
Redeemable non-controlling interest | 235,617 | |||
Equity: | ||||
Non-controlling interest in consolidated subsidiaries | 983,477 | 719,813 | ||
Total equity | -14,450,983 | -10,503,673 | ||
Total liabilities and equity | -15,571,332 | -11,916,928 | ||
Eliminations | Common Units | ||||
Equity: | ||||
Common units or Class B units | -15,434,460 | ($11,223,486) | ||
Senior Notes | ||||
Condensed Consolidating Balance Sheets | ||||
Percentage of Partnership interest in subsidiaries guaranteeing the Senior Notes | 100.00% |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Financial Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidating Statements of Operations | |||||||||||
Total revenue | $538,245 | $607,086 | $518,366 | $512,476 | $453,538 | $420,516 | $415,120 | $373,273 | $2,176,173 | $1,662,447 | $1,439,814 |
Operating expenses: | |||||||||||
Purchased product costs | 774,036 | 689,428 | 516,366 | ||||||||
Facility expenses | 346,639 | 293,938 | 208,232 | ||||||||
Selling, general and administrative expenses | 126,499 | 101,549 | 93,444 | ||||||||
Depreciation and amortization | 487,648 | 364,528 | 236,570 | ||||||||
Other operating expenses (income) | 1,686 | -32,939 | 6,926 | ||||||||
Goodwill, Impairment Loss | 62,445 | 0 | 0 | ||||||||
Total operating expenses | 1,798,953 | 1,416,504 | 1,061,538 | ||||||||
Income from operations | 110,098 | 139,495 | 55,626 | 72,001 | 34,495 | 7,763 | 140,022 | 63,663 | 377,220 | 245,943 | 378,276 |
Loss on redemption of debt | -38,500 | 0 | -38,455 | 0 | |||||||
Other expense, net | -174,698 | -154,374 | -122,983 | ||||||||
Income before provision for income tax | 202,522 | 53,114 | 255,293 | ||||||||
Provision for income tax benefit expense | -42,219 | -12,669 | -38,328 | ||||||||
Net income | 45,291 | 86,048 | 13,048 | 15,916 | -3,895 | -20,027 | 85,498 | -21,131 | 160,303 | 40,445 | 216,965 |
Net loss attributable to non-controlling interest | -26,422 | -2,368 | 3,437 | ||||||||
Net income attributable to the Partnership's unitholders | 34,978 | 77,434 | 8,977 | 12,492 | -6,560 | -23,604 | 83,699 | -15,458 | 133,881 | 38,077 | 220,402 |
Reportable legal entities | Parent | |||||||||||
Operating expenses: | |||||||||||
Selling, general and administrative expenses | 49,572 | 46,732 | 48,949 | ||||||||
Depreciation and amortization | 1,169 | 847 | 607 | ||||||||
Other operating expenses (income) | 2 | ||||||||||
Total operating expenses | 50,741 | 47,579 | 49,558 | ||||||||
Income from operations | -50,741 | -47,579 | -49,558 | ||||||||
Earnings from consolidated affiliates | 334,328 | 276,995 | 366,460 | ||||||||
Loss on redemption of debt | -38,455 | ||||||||||
Other expense, net | -173,758 | -161,975 | -118,563 | ||||||||
Income before provision for income tax | 109,829 | 28,986 | 198,339 | ||||||||
Provision for income tax benefit expense | -2,827 | -39 | -1,689 | ||||||||
Net income | 107,002 | 28,947 | 196,650 | ||||||||
Net income attributable to the Partnership's unitholders | 107,002 | 28,947 | 196,650 | ||||||||
Reportable legal entities | Guarantor Subsidiaries | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Total revenue | 1,301,713 | 1,161,145 | 1,125,368 | ||||||||
Operating expenses: | |||||||||||
Purchased product costs | 602,515 | 588,670 | 441,853 | ||||||||
Facility expenses | 158,178 | 148,492 | 137,261 | ||||||||
Selling, general and administrative expenses | 45,261 | 29,855 | 19,069 | ||||||||
Depreciation and amortization | 200,198 | 183,610 | 164,858 | ||||||||
Other operating expenses (income) | -90 | 4,907 | 4,341 | ||||||||
Goodwill, Impairment Loss | 62,445 | ||||||||||
Total operating expenses | 1,068,507 | 955,534 | 767,382 | ||||||||
Income from operations | 233,206 | 205,611 | 357,986 | ||||||||
Earnings from consolidated affiliates | 164,964 | 110,763 | 66,114 | ||||||||
Other expense, net | -24,450 | -26,749 | -21,001 | ||||||||
Income before provision for income tax | 373,720 | 289,625 | 403,099 | ||||||||
Provision for income tax benefit expense | -39,392 | -12,630 | -36,639 | ||||||||
Net income | 334,328 | 276,995 | 366,460 | ||||||||
Net income attributable to the Partnership's unitholders | 334,328 | 276,995 | 366,460 | ||||||||
Reportable legal entities | Non-Guarantor Subsidiaries | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Total revenue | 911,768 | 550,181 | 324,738 | ||||||||
Operating expenses: | |||||||||||
Purchased product costs | 171,521 | 100,758 | 74,513 | ||||||||
Facility expenses | 191,007 | 146,649 | 71,138 | ||||||||
Selling, general and administrative expenses | 44,765 | 32,512 | 29,674 | ||||||||
Depreciation and amortization | 291,224 | 185,810 | 75,599 | ||||||||
Other operating expenses (income) | 7,046 | -39,926 | 2,583 | ||||||||
Total operating expenses | 705,563 | 425,803 | 253,507 | ||||||||
Income from operations | 206,205 | 124,378 | 71,231 | ||||||||
Other expense, net | -14,820 | -11,247 | -8,554 | ||||||||
Income before provision for income tax | 191,385 | 113,131 | 62,677 | ||||||||
Net income | 191,385 | 113,131 | 62,677 | ||||||||
Net income attributable to the Partnership's unitholders | 191,385 | 113,131 | 62,677 | ||||||||
Eliminations | |||||||||||
Condensed Consolidating Statements of Operations | |||||||||||
Total revenue | -37,308 | -48,879 | -10,292 | ||||||||
Operating expenses: | |||||||||||
Facility expenses | -2,546 | -1,203 | -167 | ||||||||
Selling, general and administrative expenses | -13,099 | -7,550 | -4,248 | ||||||||
Depreciation and amortization | -4,943 | -5,739 | -4,494 | ||||||||
Other operating expenses (income) | -5,270 | 2,080 | |||||||||
Total operating expenses | -25,858 | -12,412 | -8,909 | ||||||||
Income from operations | -11,450 | -36,467 | -1,383 | ||||||||
Earnings from consolidated affiliates | -499,292 | -387,758 | -432,574 | ||||||||
Other expense, net | 38,330 | 45,597 | 25,135 | ||||||||
Income before provision for income tax | -472,412 | -378,628 | -408,822 | ||||||||
Net income | -472,412 | -378,628 | -408,822 | ||||||||
Net loss attributable to non-controlling interest | -26,422 | -2,368 | 3,437 | ||||||||
Net income attributable to the Partnership's unitholders | ($498,834) | ($380,996) | ($405,385) |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Financial Information (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidating Statements of Cash Flows | |||
Net cash (used in) provided by operating activities | $668,399 | $435,650 | $492,013 |
Cash flows from investing activities: | |||
Restricted cash | 0 | 15,500 | -9,497 |
Capital expenditures | -2,369,715 | -3,046,956 | -1,950,324 |
Acquisition of business, net of cash acquired | 0 | -222,888 | -506,797 |
Investment in unconsolidated affiliates | -264,005 | -17,521 | -6,066 |
Proceeds from Sale of Equity Method Investments | 341,137 | 0 | 0 |
Proceeds from disposal of property, plant and equipment | 22,487 | 209,303 | 596 |
Net cash flows used in investing activities | -2,270,096 | -3,062,562 | -2,472,088 |
Cash flows from financing activities: | |||
Proceeds from public equity offerings, net | 1,638,090 | 1,698,066 | 1,634,081 |
Proceeds from Credit Facility | 3,151,500 | 0 | 511,100 |
Payments of Credit Facility | -3,053,900 | 0 | -577,100 |
Proceeds from long-term debt | 500,000 | 1,000,000 | 742,613 |
Payments of long-term debt | 0 | -501,112 | 0 |
Payments of premiums on redemption of long-term debt | 0 | -31,516 | 0 |
Payments for debt issuance costs, deferred financing costs and registration costs | -8,201 | -14,046 | -14,720 |
Contributions from non-controlling interest | 15,400 | 685,219 | 264,781 |
Payments of SMR liability | -2,460 | -2,241 | -2,058 |
Share-based payment activity | -8,947 | -5,210 | -7,160 |
Payments of distributions | -606,203 | -462,699 | -340,038 |
Net cash flows provided by financing activities | 1,625,279 | 2,366,461 | 2,211,499 |
Net increase (decrease) in cash and cash equivalents | 23,582 | -260,451 | 231,424 |
Cash and cash equivalents at beginning of year | 85,305 | 345,756 | 114,332 |
Cash and cash equivalents at end of period | 108,887 | 85,305 | 345,756 |
Reportable legal entities | Parent | |||
Condensed Consolidating Statements of Cash Flows | |||
Net cash (used in) provided by operating activities | -186,872 | -178,266 | -154,328 |
Cash flows from investing activities: | |||
Capital expenditures | -5,755 | -789 | -138 |
Equity investments in consolidated affiliates | -64,890 | -59,468 | -55,283 |
Intercompany advances, net | -1,430,429 | -1,824,310 | -1,591,329 |
Distributions from consolidated affiliates | 103,100 | 95,548 | 75,431 |
Investment in intercompany notes, net | -34,900 | 73,800 | -12,300 |
Net cash flows used in investing activities | -1,432,874 | -1,715,219 | -1,583,619 |
Cash flows from financing activities: | |||
Proceeds from public equity offerings, net | 1,638,090 | 1,698,066 | 1,634,081 |
Proceeds from Credit Facility | 3,151,500 | 511,100 | |
Payments of Credit Facility | -3,053,900 | -577,100 | |
Proceeds from long-term debt | 500,000 | 1,000,000 | 742,613 |
Payments of long-term debt | -501,112 | ||
Payments of premiums on redemption of long-term debt | -31,516 | ||
Payments for debt issuance costs, deferred financing costs and registration costs | -8,201 | -14,046 | -14,720 |
Share-based payment activity | -8,947 | -5,210 | -8,067 |
Payments of distributions | -599,020 | -462,488 | -339,967 |
Net cash flows provided by financing activities | 1,619,522 | 1,683,694 | 1,947,940 |
Net increase (decrease) in cash and cash equivalents | -224 | -209,791 | 209,993 |
Cash and cash equivalents at beginning of year | 224 | 210,015 | 22 |
Cash and cash equivalents at end of period | 224 | 210,015 | |
Reportable legal entities | Guarantor Subsidiaries | |||
Condensed Consolidating Statements of Cash Flows | |||
Net cash (used in) provided by operating activities | 455,558 | 368,551 | 468,671 |
Cash flows from investing activities: | |||
Capital expenditures | -157,403 | -182,339 | -304,190 |
Equity investments in consolidated affiliates | -2,177,092 | -2,200,000 | -1,880,279 |
Acquisition of business, net of cash acquired | -222,888 | ||
Investment in unconsolidated affiliates | -13,008 | -17,521 | -5,227 |
Distributions from consolidated affiliates | 382,756 | 517,635 | 140,362 |
Proceeds from disposal of property, plant and equipment | 5,089 | 757 | 1,732 |
Net cash flows used in investing activities | -1,959,658 | -2,104,356 | -2,047,602 |
Cash flows from financing activities: | |||
Payments related to intercompany financing, net | 34,900 | -73,800 | 12,300 |
Contributions from Parent and affiliates | 64,890 | 59,468 | 55,283 |
Payments of SMR liability | -2,460 | -2,241 | -2,058 |
Share-based payment activity | 907 | ||
Payments of distributions | -103,100 | -95,548 | -75,431 |
Intercompany advances, net | 1,430,507 | 1,824,310 | 1,591,329 |
Net cash flows provided by financing activities | 1,424,737 | 1,712,189 | 1,582,330 |
Net increase (decrease) in cash and cash equivalents | -79,363 | -23,616 | 3,399 |
Cash and cash equivalents at beginning of year | 79,363 | 102,979 | 99,580 |
Cash and cash equivalents at end of period | 79,363 | 102,979 | |
Reportable legal entities | Non-Guarantor Subsidiaries | |||
Condensed Consolidating Statements of Cash Flows | |||
Net cash (used in) provided by operating activities | 383,033 | 222,107 | 158,412 |
Cash flows from investing activities: | |||
Restricted cash | 15,500 | -9,497 | |
Capital expenditures | -2,187,824 | -2,838,677 | -1,626,809 |
Acquisition of business, net of cash acquired | -506,797 | ||
Investment in unconsolidated affiliates | -250,997 | ||
Proceeds from Sale of Equity Method Investments | 341,137 | ||
Proceeds from disposal of property, plant and equipment | 17,398 | 208,546 | 77 |
Net cash flows used in investing activities | -2,080,286 | -2,614,631 | -2,143,026 |
Cash flows from financing activities: | |||
Payments related to intercompany financing, net | -2,131 | -1,893 | -1,142 |
Contributions from Parent and affiliates | 2,177,092 | 2,200,000 | 1,879,440 |
Contributions from non-controlling interest | 15,400 | 685,219 | 264,781 |
Payments of distributions | -389,939 | -517,846 | -140,433 |
Net cash flows provided by financing activities | 1,800,422 | 2,365,480 | 2,002,646 |
Net increase (decrease) in cash and cash equivalents | 103,169 | -27,044 | 18,032 |
Cash and cash equivalents at beginning of year | 5,718 | 32,762 | 14,730 |
Cash and cash equivalents at end of period | 108,887 | 5,718 | 32,762 |
Eliminations | |||
Condensed Consolidating Statements of Cash Flows | |||
Net cash (used in) provided by operating activities | 16,680 | 23,258 | 19,258 |
Cash flows from investing activities: | |||
Capital expenditures | -18,733 | -25,151 | -19,187 |
Equity investments in consolidated affiliates | 2,241,982 | 2,259,468 | 1,935,562 |
Intercompany advances, net | 1,430,429 | 1,824,310 | 1,591,329 |
Investment in unconsolidated affiliates | -839 | ||
Distributions from consolidated affiliates | -485,856 | -613,183 | -215,793 |
Investment in intercompany notes, net | 34,900 | -73,800 | 12,300 |
Proceeds from disposal of property, plant and equipment | -1,213 | ||
Net cash flows used in investing activities | 3,202,722 | 3,371,644 | 3,302,159 |
Cash flows from financing activities: | |||
Payments related to intercompany financing, net | -32,769 | 75,693 | -11,158 |
Contributions from Parent and affiliates | -2,241,982 | -2,259,468 | -1,934,723 |
Payments of distributions | 485,856 | 613,183 | 215,793 |
Intercompany advances, net | -1,430,507 | -1,824,310 | -1,591,329 |
Net cash flows provided by financing activities | ($3,219,402) | ($3,394,902) | ($3,321,417) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash paid for interest, net of amounts capitalized | $163,614 | $137,815 | $109,001 |
Cash (received) paid for income taxes, net | -222 | -25,324 | 17,940 |
Supplemental schedule of non-cash investing and financing activities: | |||
Amounts payable for property, plant and equipment | 351,397 | 500,171 | 408,557 |
Interest capitalized on construction in progress | 28,088 | 35,053 | 26,061 |
Issuance of common units for vesting of share-based payment awards | 7,847 | 4,861 | 2,510 |
Class B Units | |||
Supplemental schedule of non-cash investing and financing activities: | |||
Conversion of Class B units to common units | 150,506 | 150,506 | 0 |
Common Units | |||
Supplemental schedule of non-cash investing and financing activities: | |||
Conversion of Class B units to common units | ($150,506) | ($150,506) | $0 |
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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total revenue | $538,245 | $607,086 | $518,366 | $512,476 | $453,538 | $420,516 | $415,120 | $373,273 | $2,176,173 | $1,662,447 | $1,439,814 |
Income from operations | 110,098 | 139,495 | 55,626 | 72,001 | 34,495 | 7,763 | 140,022 | 63,663 | 377,220 | 245,943 | 378,276 |
Net income (loss) | 45,291 | 86,048 | 13,048 | 15,916 | -3,895 | -20,027 | 85,498 | -21,131 | 160,303 | 40,445 | 216,965 |
Net income (loss) attributable to the Partnership's unitholders | 34,978 | 77,434 | 8,977 | 12,492 | -6,560 | -23,604 | 83,699 | -15,458 | 133,881 | 38,077 | 220,402 |
Net income (loss) attributable to the Partnership's common unitholders per common unit: | |||||||||||
Basic (in dollars per unit) | $0.19 | $0.43 | $0.05 | $0.08 | ($0.05) | ($0.17) | $0.63 | ($0.12) | $0.77 | $0.26 | $1.98 |
Diluted (in dollars per unit) | $0.18 | $0.41 | $0.05 | $0.07 | ($0.05) | ($0.17) | $0.55 | ($0.12) | $0.72 | $0.24 | $1.69 |
Loss on redemption of debt | $38,500 | $0 | $38,455 | $0 |