Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 13, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | WPZ | ||
Entity Registrant Name | WILLIAMS PARTNERS L.P. | ||
Entity Central Index Key | 1483096 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 586,694,683 | ||
Entity Public Float | $12,066,283,239 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $41,871 | $17,229 |
Accounts receivable | 377,078 | 222,409 |
Prepaid expenses | 24,531 | 10,182 |
Other current assets | 19,924 | 8,111 |
Total current assets | 463,404 | 257,931 |
Property, plant and equipment | ||
Property, plant and equipment, gross | 7,169,574 | 6,150,351 |
Less: Accumulated depreciation | -1,117,105 | -859,551 |
Total property, plant and equipment, net | 6,052,469 | 5,290,800 |
Investments in unconsolidated affiliates | 2,229,986 | 1,936,603 |
Intangible customer relationships, net | 348,683 | 372,391 |
Deferred loan costs, net | 49,035 | 59,721 |
Total assets | 9,143,577 | 7,917,446 |
Current liabilities | ||
Accounts payable | 32,575 | 37,520 |
Accrued gathering liabilities | 54,490 | 108,934 |
Accrued interest | 50,197 | 39,422 |
Accrued compensation and benefits | 23,165 | 48,745 |
Due to affiliate | 17,988 | |
Accrued taxes | 22,643 | 25,273 |
Other accrued liabilities | 44,761 | 46,578 |
Total current liabilities | 245,819 | 306,472 |
Long-term liabilities | ||
Long-term debt | 4,295,055 | 3,249,230 |
Other liabilities | 90,386 | 8,954 |
Total long-term liabilities | 4,385,441 | 3,258,184 |
Commitments and contingencies (Note 13) | ||
Partners' capital | ||
General partner interest | 172,824 | 114,393 |
Total partners' capital attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | 4,034,627 | 4,098,906 |
Noncontrolling interest | 477,690 | 253,884 |
Total partners' capital | 4,512,317 | 4,352,790 |
Total liabilities and partners' capital | 9,143,577 | 7,917,446 |
Gathering Systems | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 6,700,092 | 5,974,940 |
Other Fixed Assets | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 469,482 | 175,411 |
Common Units | ||
Partners' capital | ||
Limited partner units | 3,501,613 | 3,343,145 |
Class B Units | ||
Partners' capital | ||
Limited partner units | 360,190 | 318,472 |
Class C Units | ||
Partners' capital | ||
Limited partner units | $322,896 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
Common Units | ||
Units issued | 202,532,920 | 188,739,474 |
Units outstanding | 202,532,920 | 188,739,474 |
Class B Units | ||
Units issued | 13,725,843 | 13,188,705 |
Units outstanding | 13,725,843 | 13,188,705 |
Class C Units | ||
Units issued | 0 | 11,888,247 |
Units outstanding | 0 | 11,888,247 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenues | $1,378,939 | $1,073,222 | $608,447 | |||
Operating expenses | ||||||
Operating expenses | 427,589 | 338,716 | 197,639 | |||
Depreciation and amortization expense | 314,758 | 296,179 | 165,517 | |||
General and administrative expense | 202,796 | 104,332 | 67,579 | |||
Other operating expense (income) | 24,123 | 2,092 | -766 | |||
Total operating expenses | 969,266 | 741,319 | 429,969 | |||
Operating income | 409,673 | 331,903 | 178,478 | |||
Other income (expense) | ||||||
Income from unconsolidated affiliates | 205,082 | 130,420 | 67,542 | |||
Interest expense | -185,680 | -116,778 | -64,739 | |||
Other income | 872 | 827 | 320 | |||
Income before income tax expense | 429,947 | 346,372 | 181,601 | |||
Income tax expense | 576 | 5,223 | 3,214 | |||
Net income | 429,371 | 341,149 | 178,387 | |||
Net income (loss) attributable to noncontrolling interests | 31,311 | 5,124 | -68 | |||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | 398,060 | 336,025 | 178,455 | |||
Limited partner interest in net income | ||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | 398,060 | 336,025 | 178,455 | |||
Less general partner interest in net income (Note 4) | -147,507 | -40,681 | -8,481 | |||
Limited partner interest in net income | 250,553 | 295,344 | 169,974 | |||
Common Units | ||||||
Limited partner interest in net income | ||||||
Limited partner interest in net income | 203,543 | [1] | 147,706 | [1] | 89,019 | [1] |
Subordinated units | ||||||
Limited partner interest in net income | ||||||
Limited partner interest in net income | 52,564 | 78,736 | ||||
Limited Partner | ||||||
Other income (expense) | ||||||
Net income | $235,828 | $206,236 | $90,822 | |||
Limited Partner | Common Units | ||||||
Limited partner interest in net income | ||||||
Net income per limited partner unit - basic and diluted (Note 4) | $1.01 | [2] | $0.95 | [2] | $1.05 | [2] |
Limited Partner | Subordinated units | ||||||
Limited partner interest in net income | ||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.88 | [2] | $1.07 | [2] | ||
[1] | Adjusted to reflect amortization for the beneficial conversion feature | |||||
[2] | The net income per limited partner unit b basic and diluted for common units and subordinated units and the weighted average limited partner units outstanding b basic and diluted for common units and subordinated units for the years ended December 31, 2014, 2013 and 2012 were adjusted to reflect the Pre-merger Unit Split. |
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 | $429,371 | $341,149 | $178,387 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 314,758 | 296,179 | 165,517 |
Income from unconsolidated affiliates | -205,082 | -130,420 | -67,542 |
Loss on impairments and disposals of assets | 23,783 | ||
Other non-cash items | 35,621 | 20,577 | 8,296 |
Distribution of earnings received from unconsolidated affiliates | 281,733 | 82,871 | |
Changes in assets and liabilities: | |||
(Increase) decrease in accounts receivable | -143,810 | -97,507 | 18,484 |
(Increase) decrease in other assets | -13,270 | 2,244 | -9,925 |
Increase (decrease) in accounts payable | -4,286 | -10,492 | 8,800 |
Increase (decrease) in accrued liabilities | -19,545 | 59,361 | 16,113 |
Increase (decrease) in other long-term liabilities | 71,700 | ||
Net cash provided by operating activities | 770,973 | 563,962 | 318,130 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | -999,211 | -1,058,599 | -350,500 |
Purchase of compression assets | -159,210 | ||
Acquisition of gathering system assets | -2,160,000 | ||
Investments in unconsolidated affiliates | -351,331 | -572,370 | -185,039 |
Proceeds from sale of assets | 22,094 | 74,551 | 9,574 |
Net cash used in investing activities | -1,487,658 | -1,556,418 | -2,685,965 |
Cash flows from financing activities: | |||
Proceeds from long-term debt borrowings | 2,699,371 | 2,015,700 | 1,387,800 |
Payments on long-term debt borrowings | -2,402,871 | -1,672,200 | -2,100,700 |
Proceeds from issuance of common units | 52,155 | 449,312 | 569,255 |
Proceeds from issuance of senior notes | 750,000 | 414,094 | 2,150,000 |
Distributions to unitholders | -536,716 | -389,128 | -251,720 |
Capital contributions from noncontrolling interests | 192,495 | 151,976 | |
Payments on capital lease obligations | -3,479 | -3,552 | |
Payments on leasehold improvement financing | -17,798 | ||
Debt issuance costs | -8,929 | -12,414 | -39,626 |
Other | -699 | 8,701 | 31,798 |
Net cash provided by financing activities | 741,327 | 944,691 | 2,432,807 |
Net increase (decrease) in cash and cash equivalents | 24,642 | -47,765 | 64,972 |
Cash and cash equivalents, beginning of period | 17,229 | 64,994 | 22 |
Cash and cash equivalents, end of period | 41,871 | 17,229 | 64,994 |
Supplemental disclosure of non-cash investing activities: | |||
Changes in accounts payable and other liabilities related to purchases of property, plant and equipment | 36,603 | 7,434 | 60,427 |
Changes in other liabilities related to asset retirement obligations | 8,494 | -1,314 | -133 |
Property, plant and equipment acquired under capital lease | -9,370 | ||
Property, plant and equipment acquired through leasehold improvement financing | -17,798 | ||
Supplemental disclosure of cash payments for interest, net of capitalized interest | 151,786 | 39,939 | 30,292 |
Supplemental disclosure of cash payments for taxes | 2,000 | 3,300 | 2,900 |
Class B Units | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common units | 343,000 | ||
Class C Units | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common units | $343,000 |
Consolidated_Statements_Of_Cha
Consolidated Statements Of Changes In Partners' Capital (USD $) | Total | Limited Partners Subordinated | Noncontrolling Interest | Limited Partners Class B | Limited Partners Class C | Limited Partner | General Partner | Common Units | Common Units | Class B Units | Class B Units | Class C Units | Class C Units |
In Thousands | Limited Partner | Limited Partners Class B | Limited Partners Class C | ||||||||||
Beginning Balance at Dec. 31, 2011 | $2,473,145 | $869,241 | $1,561,504 | $42,400 | |||||||||
Net income | 178,387 | 78,736 | -68 | 214 | 202 | 90,822 | 8,481 | ||||||
Distribution to unitholders | -251,720 | -113,976 | -130,204 | -7,540 | |||||||||
Contributions from noncontrolling interest owners | 111,741 | 111,741 | |||||||||||
Non-cash equity based compensation | 3,695 | 3,695 | |||||||||||
Issuance of common units | 569,255 | 569,255 | 331,148 | 331,148 | 331,115 | 331,115 | |||||||
Issuance of general partner interests | 49,841 | 49,841 | |||||||||||
Beneficial conversion feature of Class B and Class C units | -58,328 | -36,745 | 95,073 | 58,300 | |||||||||
Amortization of beneficial conversion feature of Class B and Class C units | 824 | 979 | -1,803 | ||||||||||
Other adjustments | -101 | -101 | |||||||||||
Ending Balance at Dec. 31, 2012 | 3,796,506 | 834,001 | 111,673 | 273,858 | 295,551 | 2,188,241 | 93,182 | ||||||
Net income | 341,149 | 54,479 | 5,124 | 18,055 | 16,574 | 206,236 | 40,681 | ||||||
Distribution to unitholders | -389,128 | -96,879 | -21,699 | -241,080 | -29,470 | ||||||||
Conversion of subordinated units to common units | -791,601 | 791,601 | |||||||||||
Contributions from noncontrolling interest owners | 137,087 | 137,087 | |||||||||||
Non-cash equity based compensation | 7,864 | 7,864 | |||||||||||
Issuance of common units | 449,312 | 449,312 | |||||||||||
Issuance of general partner interests | 10,000 | 10,000 | |||||||||||
Beneficial conversion feature of Class B and Class C units | -1,317 | 1,317 | |||||||||||
Amortization of beneficial conversion feature of Class B and Class C units | 27,876 | 32,470 | -60,346 | ||||||||||
Ending Balance at Dec. 31, 2013 | 4,352,790 | 253,884 | 318,472 | 322,896 | 3,343,145 | 114,393 | |||||||
Net income | 429,371 | 31,311 | 13,550 | 1,175 | 235,828 | 147,507 | |||||||
Distribution to unitholders | -536,716 | -6,215 | -438,635 | -91,866 | |||||||||
Conversion of subordinated units to common units | -321,151 | 321,151 | |||||||||||
Contributions from noncontrolling interest owners | 192,495 | 192,495 | |||||||||||
Non-cash equity based compensation | 19,432 | 19,432 | |||||||||||
Issuance of common units | 52,155 | 52,155 | |||||||||||
Issuance of general partner interests | 2,790 | 2,790 | |||||||||||
Beneficial conversion feature of Class B and Class C units | 1,317 | -1,317 | |||||||||||
Amortization of beneficial conversion feature of Class B and Class C units | 26,851 | 3,295 | -30,146 | ||||||||||
Ending Balance at Dec. 31, 2014 | $4,512,317 | $477,690 | $360,190 | $3,501,613 | $172,824 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||||||||||||||
Description of Business and Basis of Presentation | ||||||||||||||||||||||||
1 | Description of Business and Basis of Presentation | |||||||||||||||||||||||
Basis of presentation. These financial statements pertain to the entity formerly named Access Midstream Partners, L.P. (“ACMP”). As further described below, following the consummation of a merger on February 2, 2015, the name of the entity was changed to Williams Partners L.P. For purposes of these financial statements, references to Williams Partners L.P. (the “Partnership” or “Pre-merger ACMP”) pertain to ACMP as it existed prior to the consummation of the merger, the “Merged Partnership” pertains to the entity as it exists after the consummation of the merger, and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the merger. WPZ, a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. and Total E&P USA, Inc., a wholly owned subsidiary of Total, S.A. (collectively, “Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts. | ||||||||||||||||||||||||
For purposes of these financial statements, the “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB). | ||||||||||||||||||||||||
The accompanying consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. | ||||||||||||||||||||||||
Williams Acquisition. On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C. (“Access Midstream Ventures”), the sole member of Access Midstream Partners GP, L.L.C. (the “General Partner”), that were owned by the GIP II Entities (the “Williams Acquisition”). As a result of the Williams Acquisition, Williams wholly owns the General Partner. The GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. At December 31, 2014, Williams held 4,157,665 notional general partner units representing a 2.0 percent general partner interest in the Partnership, all of the Partnership’s incentive distribution rights, 88,940,056 common units and 12,930,367 Class B units. At December 31, 2014, Williams’ ownership represented an aggregate 49.0 percent limited partner interest in the Partnership. The public held 101,855,143 common units, representing a 49.0 percent limited partner interest in the Partnership. | ||||||||||||||||||||||||
As a result of the Williams Acquisition, both components of the Management Incentive Compensation Plan and all of the equity awards previously outstanding under the Long-Term Incentive Plan vested on July 1, 2014. In addition, on July 16, 2014, the Partnership issued cash and equity retention awards to certain key employees that have various vesting periods between one and four years. As a result of these transaction related costs, total compensation expense for the year ended December 31, 2014 was approximately $96.0 million. | ||||||||||||||||||||||||
Merger with Williams Partners L.P. Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner (the “Merger”). As further described below, following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P. and the name of its general partner was changed to WPZ GP LLC. | ||||||||||||||||||||||||
In accordance with the terms of the Merger, each Pre-merger ACMP unitholder received 1.06152 Pre-merger ACMP units for each Pre-merger ACMP unit owned immediately prior to the Merger (“Pre-merger Unit Split”). In conjunction with the Merger, each Pre-merger WPZ common unit held by the public was exchanged for 0.86672 common units of Pre-merger ACMP (“Merger Exchange”). Each Pre-merger WPZ common unit held by Williams was exchanged for 0.80036 common units of Pre-merger ACMP. Prior to the closing of the Merger, the Class D limited partner units of Pre-merger WPZ, all of which were held by Williams, were converted into Pre-merger WPZ common units on a one-for-one basis pursuant to the terms of the partnership agreement of Pre-merger WPZ. All of the general partner interests of Pre-merger WPZ were converted into general partner interests of Pre-merger ACMP such that the general partner interest of Pre-merger ACMP represents 2 percent of the outstanding partnership interest. Following the Merger, Williams owns an approximate 60 percent interest in the merged partnership, including the general partner interest and IDRs. Unless otherwise noted, all units discussed throughout this report are Pre-merger ACMP units before the Pre-merger Unit Split. | ||||||||||||||||||||||||
Prior to the Merger, Williams owned certain limited partnership interests in both Pre-merger WPZ and Pre-merger ACMP, as well as 100 percent of the general partners of both partnerships. Due to the ownership of the general partners, Williams controlled both partnerships. Williams’ control of Pre-merger WPZ began with its inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012. | ||||||||||||||||||||||||
Midcon Acquisition. On March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon Compression, L.L.C. (“MidCon”), a wholly owned subsidiary of Chesapeake, for approximately $160 million. The acquisition added natural gas compression assets, historically leased from MidCon, in the rapidly growing Utica Shale and Marcellus Shale regions. The acquired assets include more than 100 compression units with a combined capacity of approximately 200,000 horsepower. | ||||||||||||||||||||||||
GIP II Entities acquisition. During the second quarter of 2012, the GIP II Entities acquired Chesapeake’s 50 percent interest in the Partnership’s general partner and all of the common units and subordinated units in the Partnership that were previously held by Chesapeake. The remaining 50 percent interest in the Partnership’s general partner continued to be owned by the GIP I Entities. | ||||||||||||||||||||||||
Williams 2012 Acquisition. Concurrently with the CMO Acquisition, the GIP I Entities sold to Williams 34,538,061 of the Partnership’s subordinated units and 50% of the outstanding equity interests in the General Partner, for cash consideration of approximately $1.8 billion (the “Williams 2012 Acquisition”). The Partnership did not receive any cash proceeds from the Williams 2012 Acquisition. As a result of the closing of the Williams 2012 Acquisition, the GIP I Entities no longer had any ownership interest in the Partnership or its general partner and the GIP II Entities and Williams together owned and controlled the Partnership’s general partner until the Williams Acquisition in 2014. | ||||||||||||||||||||||||
Equity Issuance. On August 2, 2013, the Partnership entered into an Equity Distribution Agreement (“ATM”) under which it may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. The Partnership is under no obligation to issue equity under the ATM. For the year ended December 31, 2014, the Partnership sold an aggregate of 0.9 million common units under the ATM for net proceeds of approximately $52.2 million, net of approximately $0.5 million in commissions, plus an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. For the year ended December 31, 2013, the Partnership sold an aggregate of 0.9 million common units under the ATM for aggregate gross proceeds of approximately $50.1 million and an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The Partnership used the proceeds for general partnership purposes. On February 24, 2015 management filed a post-effective amendment to terminate the effectiveness of the registration statement pertaining to sales of securities under the ATM and to deregister the offer and sale of all unsold securities thereunder. Management anticipates filing a new registration statement on Form S-3 concerning the sale, on a continuous offering basis, by the Merged Partnership of common units. | ||||||||||||||||||||||||
On April 2, 2013, the Partnership completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit. The Partnership received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units, plus an approximate $8.4 million capital contribution from the General Partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under the Partnership’s revolving credit facility. | ||||||||||||||||||||||||
On December 18, 2012, the Partnership completed an equity offering of 18.4 million common units (such amount includes 2.4 million common units issued pursuant to the exercise of the underwriters’ over-allotment option) representing limited partner interest in the Partnership, at a price of $32.15 per common unit. The Partnership received gross offering proceeds (net of underwriting discounts, commissions and offering expenses) from the equity offering of approximately $569.3 million, including the exercise of the option to purchase additional units. The Partnership used the net proceeds to pay a portion of the purchase price for the CMO Acquisition. | ||||||||||||||||||||||||
Subscription Agreement. On December 20, 2012, the Partnership sold 5.9 million Class B units to each of the GIP II Entities and Williams and 5.6 million Class C units to each of the GIP II Entities and Williams, in each case pursuant to the subscription agreement. The Partnership received aggregate proceeds of approximately $712.1 million in exchange for the sale of Class B units and Class C units, inclusive of the capital contribution made by its general partner to maintain its 2.0 percent interest in the Partnership following the issuance of common, Class B and Class C units. | ||||||||||||||||||||||||
Limited partner and general partner units. The following table summarizes common, subordinated, Class B, Class C and general partner units issued during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||
Limited Partner Units | ||||||||||||||||||||||||
Common | Subordinated | General | Total | |||||||||||||||||||||
Class B | Class C | Partner | ||||||||||||||||||||||
Interests | ||||||||||||||||||||||||
Balance at December 31, 2011 | 78,876,643 | 69,076,122 | — | — | 3,019,444 | 150,972,209 | ||||||||||||||||||
Long-term incentive plan awards | 47,810 | — | — | — | 976 | 48,786 | ||||||||||||||||||
December 2012 equity issuances | 18,400,000 | — | 11,858,050 | 11,199,268 | 846,068 | 42,303,386 | ||||||||||||||||||
Balance at December 31, 2012 | 97,324,453 | 69,076,122 | 11,858,050 | 11,199,268 | 3,866,488 | 193,324,381 | ||||||||||||||||||
Long-term incentive plan awards | 98,242 | — | — | — | 2,006 | 100,248 | ||||||||||||||||||
April 2013 equity issuance | 10,350,000 | — | — | — | 211,224 | 10,561,224 | ||||||||||||||||||
Conversion of subordinated units to common units | 69,076,122 | (69,076,122 | ) | — | — | — | — | |||||||||||||||||
ATM equity issuances | 952,330 | — | — | — | 19,435 | 971,765 | ||||||||||||||||||
Paid-in-kind Class B unit distributions | — | — | 566,308 | — | 11,557 | 577,865 | ||||||||||||||||||
Balance at December 31, 2013 | 177,801,147 | — | 12,424,358 | 11,199,268 | 4,110,710 | 205,535,483 | ||||||||||||||||||
Long-term incentive plan awards | 885,565 | — | — | — | 18,073 | 903,638 | ||||||||||||||||||
Conversion of Class C units to common units | 11,199,268 | — | — | (11,199,268 | ) | — | — | |||||||||||||||||
ATM equity issuances | 909,219 | — | — | — | 18,555 | 927,774 | ||||||||||||||||||
Paid-in kind Class B unit distributions | — | — | 506,009 | — | 10,327 | 516,336 | ||||||||||||||||||
Balance at December 31, 2014 | 190,795,199 | — | 12,930,367 | — | 4,157,665 | 207,883,231 | ||||||||||||||||||
Pre-merger unit split rate | 1.06152 | 1.06152 | 1.06152 | 1.06152 | ||||||||||||||||||||
Balance at December 31, 2014 | 202,532,920 | — | 13,725,843 | — | 4,413,445 | 220,672,208 | ||||||||||||||||||
Accounting standards issued but not yet adopted. On May 28, 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. This guidance will be effective for the Partnership beginning January 1, 2017. The Partnership is currently evaluating the impact of this new standard on its consolidated financial statements. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies | ||||||||||||||
Principles of consolidation. The consolidated financial statements include the accounts of all entities that the Partnership controls and the Partnership’s proportionate interest in the accounts of certain ventures in which we own an undivided interest. Management judgment is required to evaluate whether the Partnership controls an entity. Key areas of that evaluation include (i) determining whether an entity is a variable interest entity (“VIE”); (ii) determining whether the Partnership is the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that the Partnership and its related parties have over those activities through variable interests; (iii) identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether the Partnership is a VIE’s primary beneficiary; and (iv) evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that the Partnership does not have the power to control such entities. | ||||||||||||||||
The Partnership applies the equity method of accounting to investments in entities over which the Partnership exercises significant influence but does not control. | ||||||||||||||||
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingencies. Significant estimates include: (1) estimated useful lives of assets, which impacts depreciation and amortization; (2) accruals related to revenues, expenses and capital costs; (3) litigation-related contingencies; and (4) cost allocations. Although management believes these estimates are reasonable, actual results could differ from the Partnership’s estimates. | ||||||||||||||||
Cash and cash equivalents. For purposes of the consolidated financial statements, investments in all highly liquid instruments with original maturities of three months or less at date of purchase are considered to be cash equivalents. The Partnership had approximately $41.9 million and $17.2 million of cash and cash equivalents as of December 31, 2014 and 2013, respectively. | ||||||||||||||||
Accounts receivable. The majority of accounts receivable relate to gathering and treating activities. Accounts receivable are carried on a gross basis, with no discounting, less the allowance for doubtful accounts. The Partnership estimates the allowance for doubtful accounts based on existing economic conditions, the financial condition of the Partnership’s customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. At December 31, 2014 and 2013, the Partnership had no allowance for doubtful accounts. | ||||||||||||||||
Property, plant and equipment and depreciation. Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. As assets are disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operating expenses in the statements of income. | ||||||||||||||||
Depreciation is calculated using the straight-line method, based on the assets’ estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Amortization of assets recorded under capital leases is included in depreciation expense. | ||||||||||||||||
In July 2014, the Partnership reassessed the estimated useful lives of its gathering systems and related customer relationships, as well as the gathering systems of the investees which it operates. Following this assessment, the Partnership increased the useful lives of its gathering systems from 20 years to 30 years. Given the limited history of the assets at the Partnership’s inception, a 20 year useful life was deemed appropriate at the time based on the Partnership’s maintenance and pipeline integrity program in addition to the expectation that commercial quantities of oil and natural gas would continue to be produced in each operating area for that time period. As the Partnership’s experience in operating the assets and confidence in the operating basins and its maintenance and pipeline integrity program grew, it was determined that a 30 year useful life is a more appropriate measure of the investment recovery period. The Partnership also reassessed the estimated useful lives of its other fixed assets and increased or decreased lives where appropriate depending on the type of other fixed asset. | ||||||||||||||||
In accordance with FASB ASC 250, the Partnership determined that the change in depreciation method is a change in accounting estimate, and accordingly, the change will be applied on a prospective basis. The effect of this change in estimate resulted in a decrease in depreciation expense for the year ended December 31, 2014, of approximately $58.3 million, or approximately $0.29 per common unit. The effect of this change in estimate also resulted in an increase in income from unconsolidated affiliates for the year ended December 31, 2014, of approximately $9.4 million, or approximately $0.05 per common unit, for a total increase in net income for the year ended December 31, 2014, of approximately $67.7 million, or approximately $0.34 per common unit. | ||||||||||||||||
Impairment of long-lived assets. Long-lived assets, including property, plant and equipment and intangible assets, with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value. Assets are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount that the carrying value exceeds the fair value of the asset is recognized. $11.7 million of impairment charges were recognized in 2014 related to certain materials and equipment held for sale. See Note 8 – Property, Plant and Equipment for more information. | ||||||||||||||||
Equity method investments. The equity method of accounting is used to account for the Partnership’s interest in Utica East Ohio Midstream LLC and Ranch Westex JV, LLC, which the Partnership acquired as part of the CMO Acquisition. The equity method is also used to account for the Partnership’s various ownership interests in 11 gas gathering systems in the Marcellus Shale. See Note 1 – Description of Business and Basis of Presentation for more information on the acquisitions. | ||||||||||||||||
Asset retirement obligations. Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at fair value measured using expected discounted future cash outflows of the asset retirement obligation when the obligation originates, which generally is when an asset is acquired or constructed. The carrying amount of the associated asset is increased commensurate with the liability recognized. Accretion expense is recognized over time as the discounted liability is accreted to the Partnership’s expected settlement value. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected timing or amount of the retirement obligation (with a corresponding adjustment to property, plant and equipment) and for accretion of the liability due to the passage of time, until the obligation is settled. | ||||||||||||||||
Fair value. The fair-value-measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair value hierarchy are as follows: | ||||||||||||||||
Level 1 — inputs represent quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs). | ||||||||||||||||
Level 3 — inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement). | ||||||||||||||||
Nonfinancial assets and liabilities initially measured at fair value include third-party business combinations (see Note 9 – Acquisitions and Divestitures) and initial recognition of asset retirement obligations. | ||||||||||||||||
The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. See Note 12 — Long-Term Debt and Interest Expense for disclosures regarding the fair value of debt. | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||
amount | amount | |||||||||||||||
($ in thousands) | ||||||||||||||||
Financial liabilities | (Level 2) | (Level 2) | ||||||||||||||
Revolving credit facility | $ | 640,000 | $ | 640,000 | $ | 343,500 | $ | 343,500 | ||||||||
2021 Notes | 750,000 | 772,725 | 750,000 | 801,098 | ||||||||||||
2022 Notes | 750,000 | 798,833 | 750,000 | 804,848 | ||||||||||||
2023 Notes | 1,400,000 | 1,423,870 | 1,400,000 | 1,355,382 | ||||||||||||
2024 Notes | 750,000 | 760,181 | — | — | ||||||||||||
Additional disclosure | (Level 3) | (Level 3) | ||||||||||||||
Assets held for sale | 1,092 | 1,092 | — | — | ||||||||||||
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the balance sheet approximates fair value. | ||||||||||||||||
As of December 31, 2014, certain materials and equipment was classified as held for sale, included in other current assets on the consolidated balance sheet. The estimated fair value (less cost to sell) of the equipment at December 31, 2014 was $1.1 million. The estimated fair value was determined by a market approach based on the Partnership’s analysis of information related to sales of similar pre-owned equipment in the principal market. This analysis resulted in an impairment charge of $11.7 million, which is included in the total loss on impairments and disposals of assets of $23.7 million, recorded in other operating expense (income) in the consolidated statement of income. This nonrecurring fair value measurement is classified within Level 3 of the fair value hierarchy. | ||||||||||||||||
Segments. The Partnership’s chief operating decision maker measures performance and allocates resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, Utica, Mid-Continent and Corporate. | ||||||||||||||||
Revenue Recognition. Revenues consist of fees recognized for the gathering, treating, compression and processing of natural gas. Revenues are recognized when the service is performed and is based upon non-regulated rates and the related gathering, treating, compression and processing volumes. Certain contracts include minimum volume commitments. Under such contracts, the customer is obligated to pay a fee equal to the applicable fee for each thousand cubic feet (“Mcf”) by which the applicable party’s minimum volume commitment exceeds the actual volumes gathered from such party’s production. Revenue associated with minimum volume commitments is recognized in the period in which the amount is fixed and no longer subject to future reduction or offset. | ||||||||||||||||
Deferred Loan Costs. External costs incurred in connection with the revolving credit facility and senior notes are capitalized as deferred loan costs and amortized over the life of the related agreement. Amortization is included in interest expense in the statement of income. | ||||||||||||||||
Environmental Expenditures. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. There are no liabilities reflected in the accompanying financial statements at December 31, 2014 and 2013. | ||||||||||||||||
Equity Based Compensation. Certain employees of the Partnership’s general partner receive equity-based compensation through the Partnership’s equity-based compensation programs. The fair value of the awards issued is determined based on the fair market value of the shares on the date of grant. This value is amortized over the vesting period, which is generally four years from the date of grant. | ||||||||||||||||
Certain key members of management have been designated as participants in the Management Incentive Compensation Plan (“MICP”) which is made up of two components. The first component is an annual cash bonus based on “excess” cash distributions made by the Partnership above a specified target amount with respect to each fiscal quarter during which the award is outstanding. The second component is based on an increase in value of the Partnership’s common units at the end of a specified five-year period beginning on the award commencement date. As a result of the Williams Acquisition, both components of the MICP vested on July 1, 2014, resulting in total cash payments to MICP participants of $88.8 million and compensation expense of $41.1 million during 2014. | ||||||||||||||||
Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is MICP compensation and LTIP equity-based compensation of $113.8 million, $35.0 million and $9.0 million for the Partnership during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
The Long-Term Incentive Plan (“LTIP”) provides for an aggregate of 3.5 million common units to be awarded to employees, directors and consultants of the Partnership’s general partner and its affiliates through various award types, including unit awards, restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards. The LTIP has been designed to promote the interests of the Partnership and its unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as employees, directors and consultants. As a result of the Williams Acquisition, all unit awards outstanding under the LTIP at June 30, 2014, vested on July 1, 2014, resulting in total compensation expense of $38.5 million. On July 16, 2014, the Partnership issued to certain key employees, equity retention awards that have various vesting periods between one and four years. As of December 31, 2014, measured but unrecognized unit-based compensation was $65.2 million, which does not include the effect of estimated forfeitures of $6.0 million. These amounts are expected to be recognized over a weighted-average period of 2.3 years. | ||||||||||||||||
The following table summarizes LTIP award activity for the year ended December 31, 2014: | ||||||||||||||||
Units | Value | |||||||||||||||
per Unit | ||||||||||||||||
Restricted units unvested at beginning of period | 1,182,288 | $ | 36.11 | |||||||||||||
Granted | 1,621,910 | $ | 58.67 | |||||||||||||
Vested | (882,784 | ) | $ | 39.69 | ||||||||||||
Forfeited | (614,954 | ) | $ | 41.09 | ||||||||||||
Restricted units unvested at end of period | 1,306,460 | $ | 59.35 | |||||||||||||
Intangible Assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The estimated useful life is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful life of the customer relationship acquired with the Springridge gathering system and Appalachia Midstream is 15 years and 20 years, respectively. As of December 31, 2014, the carrying value of the Partnership’s intangible assets was $348.7 million, net of $69.7 million of accumulated amortization. The Partnership estimates that it will record $23.6 million of intangible asset amortization for each of the next five years. As of December 31, 2013, the carrying value of the Partnership’s intangible assets was $372.4 million, net of $46.0 million of accumulated amortization. Amortization expense was $23.7 million, $24.0 million and $11.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership. | ||||||||||||||||
Business Combinations. The Partnership makes various assumptions in developing models for determining the fair values of assets and liabilities associated with business acquisitions. These fair value models, developed with the assistance of outside consultants, apply discounted cash flow approaches to expected future operating results, considering expected growth rates, development opportunities, and future pricing assumptions to arrive at an economic value for the business acquired. The Partnership then determines the fair value of the tangible assets based on estimates of replacement costs less obsolescence. Identifiable intangible assets acquired consist primarily of customer contracts, customer relationships, trade names, and licenses and permits. The Partnership values customer relationships using a discounted cash flow model. | ||||||||||||||||
Income taxes. As a master limited partnership, the Partnership is a pass-through entity and also not subject to federal income taxes and most state income taxes with the exception of Texas Franchise Tax. The tax on net income is generally borne by individual partners. Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The aggregated difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in the Partnership is not available to the Partnership. |
Partnership_Distributions
Partnership Distributions | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Partnership Distributions | 3 | Partnership Distributions | |||||||||
The Partnership’s partnership agreement, as amended, requires that, within 45 days subsequent to the end of each quarter, the Partnership distributes all of its available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date. During the years ended December 31, 2014, 2013 and 2012, the Partnership paid cash distributions to its unitholders of approximately $536.7 million, $389.1 million and $251.7 million, respectively, representing the four quarterly distributions in 2014, 2013 and 2012. See also Note 15 — Subsequent Events concerning distributions approved in January 2015 for the quarter ended December 31, 2014. | |||||||||||
Available cash. The amount of available cash (as defined in the partnership agreement) generally is all cash on hand at the end of the quarter less the amount of cash reserves established by the Partnership’s general partner to provide for the proper conduct of its business, including reserves to fund future capital expenditures, to comply with applicable laws, or its debt instruments and other agreements, or to provide funds for distributions to its unitholders and to its general partner for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement. | |||||||||||
Conversion of Subordinated Units. Upon payment of the cash distribution for the second quarter of 2013, the subordination period with respect to the Partnership’s 69,076,122 subordinated units expired and all outstanding subordinated units converted into common units on a one-for-one basis on August 15, 2013. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. | |||||||||||
Conversion of Class C Units. Under the partnership agreement, the Class C units became convertible into common units on a one-for-one basis at the election of either the Partnership or the holders of the Class C units on February 10, 2014 (the first business day following the record date for the Partnership’s 2013 fourth quarter cash distribution). After February 10, 2014, the Partnership received notice from certain of the GIP II Entities and Williams, as holders of the Class C units, of their election to convert all of the Class C units. All of the outstanding Class C units were converted into common units on a one-for-one basis effective February 19, 2014. The common units resulting from this conversion participate pro rata with the other common units in quarterly distributions. The conversion did not impact the amount of cash distributions paid or the total number of the Partnership’s outstanding units representing limited partner interests. | |||||||||||
Class B Units. The Class B units are not entitled to cash distributions. Instead, prior to conversion into common units, the Class B units receive quarterly distributions of additional paid-in-kind Class B units. The amount of each quarterly distribution per Class B unit is the quotient of the quarterly distribution paid to the Partnership’s common units divided by the volume-weighted average price of the common units for the 30-day period prior to the declaration of the quarterly distribution to common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2014, each Class B unit will become convertible at the election of either the Partnership or the holders of such Class B unit into a common unit on a one-for-one basis. In the event of the Partnership’s liquidation, the holders of Class B units will be entitled to receive out of the Partnership’s assets available for distribution to the partners the positive balance in each such holder’s capital account in respect of such Class B units, determined after allocating the Partnership’s net income or net loss among the partners. All Class B units are held indirectly by affiliates of the Partnership’s general partner. The Class B units were issued at a discount to the market price of the common units into which they are convertible. This discount totaled $58.3 million and represents a beneficial conversion feature which was reflected as an increase in common unitholders’ capital and a decrease in Class B unitholders’ capital to reflect the fair value of the Class B units at issuance on the Partnership’s consolidated statement of changes in partners’ capital for the year ended December 31, 2012. The beneficial conversion feature is considered a non-cash distribution recognized ratably from the issuance date of December 20, 2012, through the conversion date, resulting in an increase in Class B unitholders’ capital and a decrease in common unitholders’ capital. | |||||||||||
General Partner Interest and Incentive Distribution Rights. The Partnership’s general partner is entitled to two percent of all quarterly distributions that the Partnership makes prior to its liquidation. When capital contributions are made to the Partnership, the general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The general partner’s initial two percent interest in the Partnership’s distributions may be reduced if the Partnership issues additional limited partner units in the future (other than the issuance of common units upon conversion of outstanding Class B units or the issuance of common units upon a reset of the incentive distribution rights) and the general partner does not contribute a proportionate amount of capital to the Partnership to maintain its two percent general partner interest. After distributing amounts equal to the minimum quarterly distribution to common unitholders (and Class B unitholders, upon conversion of Class B units to common units) and distributing amounts to eliminate any arrearages to common unitholders, the Partnership’s general partner is entitled to incentive distributions if the amount the Partnership distributes with respect to any quarter exceeds specified target levels shown below: | |||||||||||
Total quarterly distribution per unit | Unitholders | General partner | |||||||||
Minimum Quarterly Distribution | $0.34 | 98 | % | 2 | % | ||||||
First Target Distribution | up to $0.388125 | 98 | % | 2 | % | ||||||
Second Target Distribution | above $0.388125 up to $0.421875 | 85 | % | 15 | % | ||||||
Third Target Distribution | above $0.421875 up to $0.50625 | 75 | % | 25 | % | ||||||
Thereafter | above $0.50625 | 50 | % | 50 | % | ||||||
The table above assumes that the Partnership’s general partner maintains its two percent general partner interest, that there are no arrearages on common units and the general partner continues to own the incentive distribution rights. The maximum distribution sharing percentage of 50.0 percent includes distributions paid to the general partner on its two percent general partner interest and does not include any distributions that the general partner may receive on limited partner units that it owns or may acquire. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner Unit | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Income per Limited Partner Unit | 4 | Net Income per Limited Partner Unit | ||||||||||
The Partnership’s net income is allocated to the General Partner and the limited partners, including any subordinated, Class B and Class C unitholders, in accordance with the distributions made based on their respective ownership percentages. The allocation of undistributed earnings, or net income in excess of distributions, to the IDRs is limited to available cash (as defined by the partnership agreement) for the period. The Partnership’s net income allocable to the limited partners is allocated between the common, subordinated, Class B and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Accordingly, for any quarterly period, if current net income allocable to the limited partners is less than the minimum quarterly distribution, or if cumulative net income allocable to the limited partners since August 3, 2010 is less than the cumulative minimum quarterly distributions, more income is allocated to the common unitholders than the subordinated, Class B and Class C unitholders for that quarterly period. Following the consummation of the Merger, the Merged Partnership paid a cash distribution of $0.85 per unit on February 13, 2015, on the outstanding common units to unitholders of record at the close of business on February 9, 2015. For the purpose of determining general partner interest in net income and the net income per limited partner common unit, the IDRs for the fourth quarter of 2014 and the weighted average limited partner units outstanding for common units reflect Pre-merger ACMP only. | ||||||||||||
Basic and diluted net income per limited partner unit is calculated by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding during the period. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. | ||||||||||||
The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated limited partner units (in thousands, except per-unit information): | ||||||||||||
Years Ended | ||||||||||||
December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 398,060 | $ | 336,025 | $ | 178,455 | ||||||
Less general partner interest in net income | (147,507 | ) | (40,681 | ) | (8,481 | ) | ||||||
Limited partner interest in net income | $ | 250,553 | $ | 295,344 | $ | 169,974 | ||||||
Net income allocable to common units(1) | 203,543 | 147,706 | 89,019 | |||||||||
Net income allocable to subordinated units | — | 52,564 | 78,736 | |||||||||
Net income allocable to Class B units(1) | 42,540 | 45,987 | 1,038 | |||||||||
Net income allocable to Class C units(1) | 4,470 | 49,087 | 1,181 | |||||||||
Limited partner interest in net income | $ | 250,553 | $ | 295,344 | $ | 169,974 | ||||||
Net income per limited partner unit – basic and diluted(2) | ||||||||||||
Common units | $ | 1.01 | $ | 0.95 | $ | 1.05 | ||||||
Subordinated units | $ | — | $ | 0.88 | $ | 1.07 | ||||||
Weighted average limited partner units outstanding – basic and diluted(2) | ||||||||||||
Common units | 201,273,800 | 140,872,913 | 84,983,892 | |||||||||
Subordinated units | — | 45,401,657 | 73,325,685 | |||||||||
Total | 201,273,800 | 186,274,570 | 158,309,577 | |||||||||
-1 | Adjusted to reflect amortization for the beneficial conversion feature | |||||||||||
-2 | The net income per limited partner unit – basic and diluted for common units and subordinated units and the weighted average limited partner units outstanding – basic and diluted for common units and subordinated units for the years ended December 31, 2014, 2013 and 2012 were adjusted to reflect the Pre-merger Unit Split. |
Variable_Interest_Entities
Variable Interest Entities | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||
Variable Interest Entities | 5.Variable Interest Entities | |||||||||||
As of December 31, 2014, the Partnership consolidates the following VIEs: | ||||||||||||
Cardinal Venture. The Partnership owns a 66 percent interest in Cardinal Gas Services, L.L.C (“Cardinal Venture”), a subsidiary that, due to certain risks shared with customers, is a VIE. The Partnership is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal Venture’s economic performance. The Partnership, as operator for Cardinal Venture, designed, constructed, and installed associated pipelines which will initially provide production handling and gathering services for the Utica region. The Partnership has received certain advance payments from the equity partners during the construction process. | ||||||||||||
Jackalope Venture. The Partnership owns a 50 percent interest in Jackalope Gas Gathering Services, L.L.C (“Jackalope Venture”), a subsidiary that, due to certain risks shared with customers, is a VIE. The Partnership is the primary beneficiary because it has the power to direct the activities that most significantly impact Jackalope Venture’s economic performance. The Partnership, as operator for Jackalope Venture, designed, constructed, and installed associated pipelines which will initially provide production handling and gathering services for the Niobrara region. The Partnership has received certain advance payments from the equity partners during the construction process. | ||||||||||||
The following table presents amounts included in the accompanying consolidated balance sheet that are for the use or obligation of these VIEs ($ in thousands): | ||||||||||||
Assets (liabilities): | 31-Dec-14 | 31-Dec-13 | Classification | |||||||||
Cash | $ | 41,868 | $ | 16,830 | Cash and cash equivalents | |||||||
Trade accounts receivable | 42,638 | 20,402 | Accounts receivable | |||||||||
Prepaid expenses | 101 | 32 | Prepaid expenses | |||||||||
Other current assets | 610 | 509 | Prepaid expenses | |||||||||
Gathering system | 1,160,480 | 665,510 | Gathering systems | |||||||||
Other fixed assets | 762 | 14 | Other fixed assets | |||||||||
Trade accounts payable | (4,177 | ) | (3,987 | ) | Accounts payable | |||||||
Accrued liabilities | (52,282 | ) | (65,853 | ) | Accrued gathering liabilities | |||||||
Asset retirement obligation | (1,036 | ) | (187 | ) | Other liabilities, long-term | |||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 6 | Related Party Transactions |
In June 2012, Chesapeake sold all of its ownership interests in the Partnership and its general partner; however, Mr. Dell’Osso, Executive Vice President and Chief Financial Officer of Chesapeake, remained on the Partnership’s board of directors until July 1, 2014. See Note 9 – Acquisitions and Divestitures for further transactions with Chesapeake. Because Chesapeake was the Partnership’s affiliate for a portion of 2012, set forth below is a description of the Partnership’s transactions with Chesapeake prior to 2013. | ||
On July 1, 2014, Williams acquired all of the interests in the Partnership and the General Partner, and as a result, Williams now owns all of the General Partner. Therefore, the Partnership considers Williams an affiliate as of that date. The Partnership had a payable to Williams for $18.0 million at December 31, 2014. | ||
Affiliate transactions. In the normal course of business, natural gas gathering, treating and other midstream services were provided to Chesapeake and its affiliates. Revenues were derived primarily from Chesapeake, which included volumes attributable to third-party interest owners that participated in Chesapeake’s operated wells. | ||
Omnibus Agreement. The Partnership entered into an omnibus agreement with Access Midstream Ventures and Chesapeake Midstream Holdings that addressed the Partnership’s right to indemnification for certain liabilities and its obligation to indemnify Access Midstream Ventures and affiliated parties for certain liabilities. | ||
General and Administrative Services and Reimbursement. Pursuant to a services agreement, Chesapeake and its affiliates provided certain services including legal, accounting, treasury, human resources, information technology and administration. The employees supporting these operations were employees of Chesapeake Energy Marketing Inc. (“CEMI”) or Chesapeake. The consolidated financial statements for the Partnership included costs allocated from Chesapeake and CEMI for centralized general and administrative services, as well as depreciation of assets utilized by Chesapeake’s centralized general and administrative functions. Effective October 1, 2009, the Partnership was charged a general and administrative fee from Chesapeake based on the terms of the joint venture agreement. The established terms indicated corporate overhead costs were charged to the Partnership based on actual cost of the services provided, subject to a fee per Mcf cap based on volumes of natural gas gathered. The fee was calculated as the lesser of $0.0310/Mcf gathered or actual corporate overhead costs. General and administrative charges were $22.3 million for the year ended December 31, 2012 for the Partnership. | ||
Additional Services and Reimbursement. At the Partnership’s request, Chesapeake also provided the Partnership with certain additional services under the services agreement, including engineering, construction, procurement, business analysis, commercial, cartographic and other similar services to the extent they were not already provided by the seconded employees. In return for such additional services, the general partner reimbursed Chesapeake on a monthly basis an amount equal to the time and materials actually spent in performing the additional services. The reimbursement for additional services was not subject to the general and administrative services reimbursement cap. | ||
Chesapeake agreed to perform all services under the relevant provisions of the services agreement, as amended effective through 2013 using at least the same level of care, quality, timeliness and skill as it did for itself and its affiliates and with no less than the same degree of care, quality, timeliness and skill as its past practice in performing the services for itself and the Partnership’s business. In any event, Chesapeake agreed to perform such services using no less than a reasonable level of care in accordance with industry standards. | ||
In connection with the services arrangement, the Partnership reimbursed GIP for certain costs incurred by GIP in connection with assisting the Partnership in the operation of its business. The cost for these support services was $1.0 million, $0.4 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
Employee Secondment Agreement. Chesapeake, certain of its affiliates and the Partnership’s general partner entered into an amended and restated employee secondment agreement pursuant to which specified employees of Chesapeake were seconded to the general partner and provided operating, routine maintenance and other services with respect to the Partnership’s business under the direction, supervision and control of the general partner. Additionally, all of the Partnership’s executive officers other than its chief executive officer, Mr. Stice, were seconded to the general partner pursuant to this agreement. The general partner, subject to specified exceptions and limitations, reimbursed Chesapeake on a monthly basis for substantially all costs and expenses Chesapeake incurred relating to such seconded employees, including the cost of their salaries, bonuses and employee benefits, including 401(k), restricted stock grants and health insurance and certain severance benefits. Charges to the Partnership for the services rendered by such seconded employees were $49.4 million for the year ended December 31, 2012. These charges included $37.7 million in operating expenses and $11.7 million in general and administrative expenses for the year end December 31, 2012 in the accompanying consolidated statements of operations. | ||
Shared Services Agreement. In return for the services of Mr. Stice as the chief executive officer of the Partnership’s general partner during the year ended December 2012, its general partner entered into a shared services agreement with Chesapeake pursuant to which its general partner reimbursed certain of the costs and expenses incurred by Chesapeake in connection with Mr. Stice’s employment. The general partner was generally expected, subject to certain exceptions, to reimburse Chesapeake for 50 percent of the costs and expenses of the amounts provided to Mr. Stice in his employment agreement; however, the ultimate reimbursement obligation was determined based on the amount of time Mr. Stice actually spent working for the Partnership. | ||
Gas Compressor Master Rental and Servicing Agreement. The Partnership entered into a gas compressor master rental and servicing agreement with MidCon, pursuant to which MidCon agreed to provide the Partnership certain compression equipment that the Partnership uses to compress gas gathered on its gathering systems outside the Marcellus Shale and provide certain related services. In return for providing such equipment, the Partnership paid specified monthly rates per specified compression units, subject to an annual escalator to be applied on October 1st of each year and a redetermination of such specified monthly rates to market rates effective no later than October 1, 2016. As noted in Note 1 – Description of Business and Basis of Presentation, on March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon and no longer leases any compression equipment or services from MidCon. Compressor charges from affiliates were $65.3 million for the year ended December 31, 2012. These charges are included in operating expenses in the accompanying consolidated statements of operations. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Risks And Uncertainties [Abstract] | ||||||||||||
Concentration of Credit Risk | 7 | Concentration of Credit Risk | ||||||||||
Chesapeake is the only customer from whom revenues exceeded 10 percent of consolidated revenues for the years ended December 31, 2014 and 2013 for the Partnership. Chesapeake and Total are the only customers from whom revenues exceeded 10 percent of consolidated revenues for the year ended December 31, 2012 for the Partnership. The percentage of revenues from Chesapeake, Total and other customers are as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Chesapeake | 82.4 | % | 84.4 | % | 80.7 | % | ||||||
Total | 9.9 | 9.6 | 14.1 | |||||||||
Other | 7.7 | 6 | 5.2 | |||||||||
Total(a) | 100 | % | 100 | % | 100 | % | ||||||
(a) | Revenues from Appalachia Midstream are accounted for as part of the Partnership’s equity method investment. | |||||||||||
Revenue from Chesapeake accounted for $1.1 billion of the Partnership’s revenue for the year ended December 31, 2014. Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. On December 31, 2014 and 2013, respectively, cash and cash equivalents were invested in a non-interest bearing account and money market funds with investment grade ratings. On December 31, 2014 and 2013, respectively, Chesapeake accounted for $308.1 million and $176.5 million of the Partnership’s accounts receivable balance. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property Plant And Equipment [Abstract] | ||||||||||||
Property, Plant and Equipment | 8 | Property, Plant and Equipment | ||||||||||
A summary of the historical cost of the Partnership’s property, plant and equipment is as follows: | ||||||||||||
Estimated | December 31, | December 31, | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||||
(Years) | ||||||||||||
($ in thousands) | ||||||||||||
Gathering systems | 30 | $ | 6,700,092 | $ | 5,974,940 | |||||||
Other fixed assets | 2 through 39 | 469,482 | 175,411 | |||||||||
Total property, plant and equipment | 7,169,574 | 6,150,351 | ||||||||||
Accumulated depreciation | (1,117,105 | ) | (859,551 | ) | ||||||||
Total net, property, plant and equipment | $ | 6,052,469 | $ | 5,290,800 | ||||||||
Included in gathering systems and other fixed assets is $650.0 million and $620.5 million at December 31, 2014 and 2013, respectively, that is not subject to depreciation as the systems were under construction and had not been put into service. | ||||||||||||
As of December 31, 2014, certain materials and equipment within the Partnership’s Corporate segment was reclassified from property, plant and equipment to a held for sale account, included in other current assets on the consolidated balance sheet. The estimated fair value (less cost to sell) of the equipment at December 31, 2014 was $1.1 million. The estimated fair value was determined by a market approach based on the Partnership’s analysis of information related to sales of similar pre-owned equipment in the principal market. This analysis resulted in an impairment charge of $11.7 million, which is included in the total loss on disposal of assets of $23.7 million, recorded in other operating expense (income) in the consolidated statement of income. | ||||||||||||
Depreciation expense, including capital lease amortization, was $288.5 million, $271.7 million and $153.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership. |
Acquisitions_and_Divestitures
Acquisitions and Divestitures | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Business Combinations [Abstract] | |||||||
Acquisitions and Divestitures | 9 | Acquisitions and Divestitures | |||||
Acquisitions | |||||||
CMO. On December 20, 2012, the Partnership acquired from CMD all of the issued and outstanding equity interests in CMO for total consideration of $2.16 billion. Through the acquisition of CMO, the Partnership owns certain midstream assets in the Eagle Ford, Utica, Niobrara, Haynesville, Marcellus and Mid-Continent regions. These assets include, in aggregate, approximately 1,675 miles of pipeline and 4.3 million gross dedicated acres as of the date of the acquisition. See Note 1 to the consolidated financial statements for additional information. | |||||||
The results of operations presented and discussed in this annual report include results of operations from the CMO acquisition for the twelve-day period from closing of the acquisition on December 20, 2012 through December 31, 2012. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $263.3 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 20 year period on a straight-line basis. | |||||||
The table below reflects the final allocation of the purchase price to the assets acquired and the liabilities assumed in the CMO Acquisition (in thousands). | |||||||
Property, plant and equipment | $ | 1,890,036 | |||||
Intangible asset | 263,262 | ||||||
Other | 6,702 | ||||||
Total purchase price | $ | 2,160,000 | |||||
The initial purchase price allocation was based on an assessment of the fair value of the assets acquired and liabilities assumed in the CMO Acquisition. The fair values of the gathering assets, related equipment, and intangible assets acquired were based on the market, cost and income approaches. All fair-value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. | |||||||
Marcellus. On December 29, 2011, the Partnership acquired from CMD all of the issued and outstanding common units of Appalachia Midstream for total consideration of $879.3 million, consisting of 9,791,605 common units and $600.0 million in cash that was financed with a draw on the Partnership’s revolving credit facility. The base purchase price of $879.3 million was increased by $7.3 million due to initial working capital adjustments through December 31, 2011. Through the acquisition of Appalachia Midstream, the Partnership operates 100 percent of and owns an approximate average 45 percent interest in 11 gas gathering systems that consist of approximately 906 miles of gas gathering pipeline in the Marcellus Shale. | |||||||
The results of operations presented and discussed in this annual report include results of operations from the Appalachia Midstream for the full year of operations in 2012 and the three-day period from closing of the acquisition on December 29, 2011, through December 31, 2011. The Partnership’s interest in the gas gathering systems is accounted for as an equity investment and is included in income from unconsolidated affiliate. For the three-day period ended December 31, 2011, income from unconsolidated affiliate attributable to Marcellus operations was $0.4 million. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $461.2 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 15 year period on a straight-line basis. | |||||||
The following table presents the pro forma condensed financial information of the Partnership as if the CMO Acquisition and our acquisition of Appalachia Midstream each occurred on January 1, 2011. The pro forma adjustments reflected in the pro forma condensed consolidated financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions will differ from the pro forma adjustments. However, the Partnership’s management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership’s management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the transfer of CMO and Appalachia Midstream to the Partnership. | |||||||
Year Ended | |||||||
December 31, | |||||||
2012 | |||||||
(in thousands) | |||||||
Revenues, including revenue from affiliates | $ | 670,702 | |||||
Net income | $ | 117,334 | |||||
Net income attributable to Access Midstream Partners, L.P. | $ | 117,861 | |||||
Net income per common unit – basic and diluted | $ | 0.72 | |||||
Net income per subordinated unit – basic and diluted | $ | 0.74 | |||||
Divestitures | |||||||
On September 4, 2013, the Partnership sold Mid-Atlantic Gas Services, L.L.C. (“Mid-Atlantic”) to Chesapeake for net proceeds of $32.9 million. Mid-Atlantic was acquired by the Partnership in December 2012 as part of the CMO Acquisition and consisted of midstream assets in the Marcellus Shale region. These assets were not part of the Partnership’s equity investment in Appalachia Midstream. The net proceeds equaled the Partnership’s basis in the assets. Consequently, the Partnership did not recognize any gain or loss as a result of the sale. |
Unconsolidated_Affiliates
Unconsolidated Affiliates | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule Of Investments [Abstract] | |||||||||||||
Unconsolidated Affiliates | 10 | Unconsolidated Affiliates | |||||||||||
At December 31, 2014 and 2013, the Partnership had the following investments: | |||||||||||||
Net | December 31, | December 31, | |||||||||||
Ownership | 2014 | 2013 | |||||||||||
Interest | |||||||||||||
($ in thousands) | |||||||||||||
Utica East Ohio Midstream LLC | 49 | % | $ | 707,080 | $ | 471,891 | |||||||
Liberty gas gathering system | 33.75 | % | 353,243 | 354,316 | |||||||||
Panhandle gas gathering system | 67.5 | 258,349 | 237,656 | ||||||||||
Rome gas gathering system | 33.75 | 197,703 | 181,147 | ||||||||||
Victory gas gathering system | 67.5 | 195,243 | 190,353 | ||||||||||
Overfield gas gathering system | 67.5 | 119,909 | 125,959 | ||||||||||
Smithfield gas gathering system | 67.5 | 119,308 | 107,009 | ||||||||||
Selbyville gas gathering system | 67.5 | 74,418 | 73,463 | ||||||||||
Ranch Westex JV, LLC | 33.33 | 38,060 | 36,060 | ||||||||||
Pecan Hill Water Solutions, LLC | 49 | 3,469 | - | ||||||||||
Other gas gathering systems | various | 163,204 | 158,749 | ||||||||||
Total investments in unconsolidated affiliates | $ | 2,229,986 | $ | 1,936,603 | |||||||||
Marcellus. The Partnership operates all and owns an average 45 percent interest in 11 gas gathering systems that consist of approximately 906 miles of gas gathering pipeline in the Marcellus Shale in Pennsylvania and West Virginia. These 11 gathering systems consist of the Liberty, Panhandle, Rome, Victory, Overfield, Smithfield and Selbyville gas gathering systems and four other smaller gas gathering systems. The remaining 55 percent interest in these assets is owned primarily by Statoil, Anadarko, Epsilon and Mitsui. The Partnership operates the assets under 15-year fixed fee gathering agreements. The 11 gathering systems are separate investments with varying ownership percentages and each gathering system is accounted for as an equity investment because the Partnership has significant influence over but does not control each venture. | |||||||||||||
Utica East Ohio Midstream, LLC. The Partnership acquired Utica East Ohio Midstream LLC (“UEOM”) as part of the CMO Acquisition in December 2012. In March 2012, CMO entered into an agreement to form UEOM with M3 Midstream, L.L.C. and EV Energy Partners, L.P. to develop necessary infrastructure for the gathering, processing and fractionation of natural gas and NGLs in the Utica Shale play in Eastern Ohio. The infrastructure complex consists of natural gas gathering and compression facilities constructed and operated by the Partnership, as well as processing, NGL fractionation, loading and terminal facilities constructed and operated by M3 Midstream, L.L.C. The Partnership owns a 49 percent interest and UEOM is accounted for as an equity investment because the Partnership has significant influence over but does not control the entity. | |||||||||||||
Ranch Westex JV, LLC. The Partnership acquired Ranch Westex JV, LLC (“Ranch Westex”) as part of the CMO Acquisition in December 2012. On December 1, 2011, CMO entered into a joint venture to form Ranch Westex with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC to build a processing facility in Ward County, Texas, to process natural gas delivered from the liquids-rich Bone Springs and Avalon Shale formations. The Partnership owns a 33.33 percent interest and Ranch Westex is accounted for as an equity method investment because the Partnership has significant influence over but does not control the entity. The project consists of two plants, a refrigeration plant and a cryogenic processing plant. | |||||||||||||
Pecan Hill Water Solutions, LLC. On May 1, 2014, the Partnership entered into a joint venture to form Pecan Hill Water Solutions, LLC (“Pecan Hill”) with Select Energy Services, LLC to operate a water treatment facility in Grady County, Oklahoma, to process water used in fractionation and gathering processes of natural gas within the Granite Wash formation. The Partnership owns 49 percent interest and Pecan Hill is accounted for as an equity method investment because the Partnership has significant influence over but does not control the entity. The project consists of a freshwater system and a saltwater disposal facility. | |||||||||||||
Unconsolidated Affiliates Financial Information. | |||||||||||||
The following tables sets forth summarized financial information of the investments in which the Partnership owned an interest in December 2014 and 2013, as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
($ in thousands) | |||||||||||||
Balance Sheet | |||||||||||||
Current assets | $ | 232,610 | $ | 196,567 | |||||||||
Property, plant, and equipment | 3,837,260 | 3,249,371 | |||||||||||
Other assets | 6,174 | 6,166 | |||||||||||
Total assets | $ | 4,076,044 | $ | 3,452,104 | |||||||||
Current liabilities | $ | 52,826 | $ | 96,275 | |||||||||
Other liabilities | 30,796 | 87,886 | |||||||||||
Partner’s capital | 3,992,422 | 3,267,943 | |||||||||||
Total liabilities and partner’s capital | $ | 4,076,044 | $ | 3,452,104 | |||||||||
Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
($ in thousands) | |||||||||||||
Income Statement | |||||||||||||
Revenue | $ | 771,003 | $ | 520,388 | $ | 308,845 | |||||||
Operating expenses | $ | 236,257 | $ | 230,974 | $ | 97,594 | |||||||
Net income | $ | 534,770 | $ | 289,441 | $ | 211,361 | |||||||
Asset_Retirement_Obligations
Asset Retirement Obligations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Asset Retirement Obligation Disclosure [Abstract] | |||||||||||||
Asset Retirement Obligations | 11 | Asset Retirement Obligations | |||||||||||
The following table provides a summary of changes in asset retirement obligations, which are included in other liabilities in the accompanying consolidated balance sheets. Revisions in estimates for the periods presented relate primarily to revisions of current cost estimates, inflation rates and/or discount rates. | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Asset retirement obligations, beginning of period | $ | 4,521 | $ | 5,335 | $ | 3,409 | |||||||
Additions | 1,789 | — | 1,816 | ||||||||||
Revisions | 6,705 | (1,314 | ) | (133 | ) | ||||||||
Accretion expense | 2,058 | 500 | 243 | ||||||||||
Deletions | — | — | — | ||||||||||
Asset retirement obligations, end of period | $ | 15,073 | $ | 4,521 | $ | 5,335 | |||||||
LongTerm_Debt_and_Interest_Exp
Long-Term Debt and Interest Expense | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt and Interest Expense | 12 | Long-Term Debt and Interest Expense | ||||||
The following table presents the Partnership’s outstanding debt as of December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Revolving credit facility | $ | 640,000 | $ | 343,500 | ||||
5.875 percent senior notes due April 2021 | 750,000 | 750,000 | ||||||
6.125 percent senior notes due July 2022 | 750,000 | 750,000 | ||||||
4.875 percent senior notes due May 2023 | 1,400,000 | 1,400,000 | ||||||
4.875 percent senior notes due March 2024 | 750,000 | — | ||||||
Premium on 5.875 percent senior notes due April 2021 | 5,055 | 5,730 | ||||||
Total long-term debt | $ | 4,295,055 | $ | 3,249,230 | ||||
Revolving Credit Facility. As of December 31, 2014 and 2013, we had approximately $640.0 million and $343.5 million, respectively, of borrowings outstanding under our revolving credit facility. The revolving credit facility bears interest at the Partnership’s option at either (i) the greater of (a) the reference rate of Wells Fargo Bank, NA, (b) the federal funds effective rate plus 0.50 percent or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (“LIBOR”) (LIBOR ranged from 2.16 percent to 2.42 percent during 2014), plus 1.00 percent, each of which is subject to a margin that varies from 0.50 percent to 1.50 percent per annum, according to the Partnership’s leverage ratio (as defined in the agreement), or (ii) the Eurodollar rate plus a margin that varies from 1.50 percent to 2.50 percent per annum, according to the Partnership’s leverage ratio. On February 2, 2015, the revolving credit facility loans outstanding were paid and the revolving credit facility was terminated in connection with the Merger. | ||||||||
Credit Facilities Post-Merger. On February 2, 2015, the Merged Partnership along with Transcontinental Gas Pipeline Company, LLC (“Transco”) and Northwest Pipeline LLC (“Northwest Pipeline”), the lenders named therein and an administrative agent, entered into the Second Amended & Restated Credit Agreement with aggregate commitments available of $3.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The maturity date of the facility is February 2, 2020. However, the co-borrowers my request an extension of the maturity date for an additional one year period, up to two times, to allow a maturity date as late as February 2, 2022 under certain conditions. The agreement allows for swing line loans up to an aggregate amount of $150 million, subject to available capacity under the credit facility, and letters of credit commitments of $1.125 billion. As of February 2, 2015, the total amount of outstanding letters of credit under the credit facility was $2.31 million. Transco and Northwest Pipeline are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers. As measured at December 31, 2014, the Partnership was in compliance with the financial covenants applicable to the revolving credit facility then in effect. | ||||||||
The agreements governing the Merged Partnership’s credit facilities contain the following terms and conditions: | ||||||||
• | Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, a borrower’s ability to merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements, and allow any material change in the nature of its business. | |||||||
• | If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies. | |||||||
• | Each time funds are borrowed under the credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings. | |||||||
Significant financial covenants require: | ||||||||
• | The ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than 5 to 1, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1. | |||||||
• | The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each of Transco and Northwest Pipeline. | |||||||
On February 3, 2015, the Merged Partnership entered into a Credit Agreement providing for a $1.5 billion short-term credit facility with a maturity date of August 3, 2015 with an option to extend the maturity date to February 2, 2016 subject to certain circumstances. The short-term credit facility has substantially the same financial covenants as the $3.5 billion credit facility. Under the short-term credit facility any time funds are borrowed, the Merged Partnership must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. Interest is calculated on each of these types of borrowings in the same manner as under our $3.5 billion credit facility. The Merged Partnership is required to pay a commitment fee based on the unused portion of the short-term credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the senior unsecured long-term debt ratings. In the event of certain debt incurrences, issuances of equity, and certain asset sales, the Merged Partnership will be required to repay any outstanding borrowings and the commitments under the short-term facility will be reduced on a dollar-for-dollar basis with the net cash proceeds of such events. | ||||||||
On February 2, 2015, the commercial paper program of Pre-merger WPZ was amended and restated for the merger and to allow a maximum outstanding amount of $3 billion. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis | ||||||||
Senior Notes. On March 7, 2014, the Partnership and ACMP Finance Corp., a wholly owned subsidiary of Access MLP Operating, L.L.C., completed a public offering of $750 million in aggregate principal amount of 4.875 percent senior notes due 2024 (the “2024 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under the Partnership’s revolving credit facility, including amounts incurred to fund the purchase price of and certain expenses relating to the Partnership’s purchase of compression assets from MidCon and the balance for general partnership purposes. Debt issuance costs of $8.9 million are being amortized over the life of the 2024 Notes. | ||||||||
On August 14, 2013, the Partnership issued $400 million in aggregate principal amount of additional 5.875 percent senior notes due 2021 (the “Additional Notes”). The Additional Notes are additional to the $350 million of 2021 Notes initially issued on April 19, 2011 and are fully fungible with, rank equally with and form a single series with the 2021 Notes. The Additional Notes were issued at a price of 101.5 percent of the principal amount plus accrued interest from April 15, 2013, resulting in net proceeds of $400.8 million, which was used for general partnership purposes, including funding working capital, repayment of indebtedness and funding the Partnership’s capital expenditure program. Debt issuance costs of $5.8 million are being amortized over the life of the Additional Notes. | ||||||||
On December 19, 2012, the Partnership and ACMP Finance Corp. completed a public offering of $1.4 billion in aggregate principal amount of 4.875 percent senior notes due 2023 (the “2023 Notes”). The Partnership used a portion of the net proceeds to fund a portion of the purchase price for the CMO Acquisition, and the balance to repay borrowings outstanding under the Partnership’s revolving credit facility. Debt issuance costs of $25.9 million are being amortized over the life of the 2023 Notes. | ||||||||
On January 11, 2012, the Partnership and ACMP Finance Corp. completed a private placement of $750.0 million in aggregate principal amount of 6.125 percent senior notes due 2022 (the “2022 Notes”). The Partnership used a portion of the net proceeds to repay all borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $13.8 million are being amortized over the life of the 2022 Notes. | ||||||||
On April 19, 2011, the Partnership and ACMP Finance Corp. completed a private placement of $350.0 million in aggregate principal amount of 5.875 percent senior notes due 2021 ( the “2021 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $8.2 million are being amortized over the life of the 2021 Notes. | ||||||||
The 2024 Notes will mature on March 15, 2024, and interest is payable on March 15 and September 15 of each year. The Partnership has the option to redeem all or a portion of the 2024 Notes at any time on or after March 15, 2019, at the redemption price specified in the indenture relating to the 2024 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2024 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to March 15, 2019. In addition, the Partnership may redeem up to 35 percent of the 2024 Notes prior to March 15, 2017 under certain circumstances with the net cash proceeds from certain equity offerings. | ||||||||
The 2023 Notes will mature on May 15, 2023, and interest is payable on May 15 and November 15 of each year. The Partnership has the option to redeem all or a portion of the 2023 Notes at any time on or after December 15, 2017, at the redemption price specified in the indenture relating to the 2023 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2023 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to December 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2023 Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings. | ||||||||
The 2022 Notes will mature on July 15, 2022 and interest is payable on January 15 and July 15 of each year. The Partnership has the option to redeem all or a portion of the 2022 Notes at any time on or after January 15, 2017, at the redemption price specified in the indenture relating to the 2022 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2022 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to January 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2022 Notes prior to January 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings. | ||||||||
The 2021 Notes and Additional Notes will mature on April 15, 2021 and interest is payable on the 2021 Notes and Additional Notes on April 15 and October 15 of each year, beginning on October 15, 2011. The Partnership has the option to redeem all or a portion of the 2021 Notes and Additional Notes at any time on or after April 15, 2015, at the redemption price specified in the indenture, plus accrued and unpaid interest. The Partnership may also redeem the 2021 Notes and Additional Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to April 15, 2015. In addition, the Partnership may redeem up to 35 percent of the 2021 Notes and Additional Notes prior to April 15, 2014 under certain circumstances with the net cash proceeds from certain equity offerings. | ||||||||
The indentures governing the 2024 Notes, the 2023 Notes, the 2022 Notes and the 2021 Notes contain covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (1) sell assets including equity interests in its subsidiaries; (2) pay distributions on, redeem or purchase the Partnership’s units, or redeem or purchase the Partnership’s subordinated debt; (3) make investments; (4) incur or guarantee additional indebtedness or issue preferred units; (5) create or incur certain liens; (6) enter into agreements that restrict distributions or other payments from certain subsidiaries to the Partnership; (7) consolidate, merge or transfer all or substantially all of the Partnership’s or certain of the Partnership’s subsidiaries’ assets; (8) engage in transactions with affiliates; and (9) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the 2024 Notes, 2023 Notes, 2022 Notes or the 2021 Notes achieve an investment grade rating from either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default, as defined in the indentures, has occurred or is continuing, many of these covenants will terminate. Following the Merger, the senior notes noted above achieved an investment grade rating and therefore many of the covenants terminated. There were no other significant changes to these senior notes as a result of the Merger. | ||||||||
The Partnership, as the parent company, has no independent assets or operations. ACMP Finance Corp., an indirect 100 percent owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of any debt securities, has jointly and severally co-issued the Partnership’s senior notes. There are no significant restrictions on the ability of the Partnership to obtain funds from its subsidiaries by dividend or loan. None of the assets of the Partnership represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. | ||||||||
Capitalized Interest. Interest expense was net of capitalized interest of $25.6 million, $43.9 million, and $14.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | 13 | Commitments and Contingencies | ||
Environmental obligations. The Partnership is subject to various environmental-remediation and reclamation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. Management believes there are currently no such matters that will have a material effect on the Partnership’s results of operations, cash flows or financial position and has not recorded any liability in these financial statements. | ||||
Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory and other proceedings in various forums regarding performance, contracts and other matters that arise in the ordinary course of business. Management is not aware of any such proceedings for which a final disposition could have a material effect on the Partnership’s results of operations, cash flows or financial position. | ||||
Certain of the Partnership’s customers, including one of its major customers, have been named in various lawsuits alleging underpayment of royalty. In certain of these cases, the Partnership has also been named as a defendant based on allegations that it improperly participated with that major customer in causing the alleged royalty underpayments. The Partnership has also received subpoenas from the United States Department of Justice and the Pennsylvania Attorney General requesting documents relating to the agreements between the Partnership and its major customer and calculations of the major customer’s royalty payments. Management believes that the claims asserted to date are subject to indemnity obligations owed to the Partnership by that major customer. Due to the preliminary status of the cases, we are unable to estimate a range of liability at this time. | ||||
Operating lease commitments. Certain property, equipment and operating facilities are leased under various operating leases. Costs are also incurred associated with leased land, rights-of-way, permits and regulatory fees, the contracts for which generally extend beyond one year but can be cancelled at any time should they not be required for operations. | ||||
Rental expense related to leases was $98.3 million, $104.5 million, $81.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership and is reflected in operating expenses in the accompanying statements of income. The Partnership’s remaining contractual lease obligations as of December 31, 2014 include obligations for compression equipment as compression services are needed to support pipeline that is being placed in service in future periods. Contractual lease obligations also include remaining payments for the Partnership’s headquarter buildings and other lease agreements. | ||||
Future minimum rental payments due under operating leases as of December 31, 2014 are as follows: | ||||
(in thousands) | ||||
2015 | $ | 38,889 | ||
2016 | 28,924 | |||
2017 | 18,111 | |||
2018 | 7,196 | |||
2019 | 5,141 | |||
Thereafter | 15,788 | |||
Future minimum lease payments | $ | 114,049 | ||
Capital lease commitments. The Partnership has entered into one and three year capital leases for certain computer equipment. Assets under capital leases as of December 31, 2014, which are reflected as other fixed assets in the accompanying balance sheet, are summarized as follows: | ||||
(in thousands) | ||||
Computer software | $ | 9,909 | ||
Less: Accumulated amortization | (5,321 | ) | ||
Net assets under capital lease | $ | 4,588 | ||
The following are the minimum lease payments to be made in each of the following years indicated for the capital lease in effect as of December 31, 2014: | ||||
Fiscal Year | (in thousands) | |||
2015 | $ | 3,880 | ||
2016 | 1,294 | |||
2017 | 53 | |||
Less: Interest | (233 | ) | ||
Net minimum lease payments under capital leases | 4,994 | |||
Less: Current portion of net minimum lease payments | (3,679 | ) | ||
Long-term portion of net minimum lease payments | $ | 1,315 | ||
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Segment Information | 14 | Segment Information | |||||||||||||||||||
The Partnership’s chief operating decision maker measures performance and allocates resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, Utica, Mid-Continent and Corporate. Summarized financial information for the reportable segments is shown in the following tables, presented in thousands. | |||||||||||||||||||||
For the year ended December 31, 2014 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 463,645 | $ | 348,904 | $ | 160,138 | $ | 15,136 | $ | 28,329 | |||||||||||
Operating expenses | 95,744 | 74,962 | 46,171 | 12,526 | 14,568 | ||||||||||||||||
Depreciation and amortization expense | 81,845 | 56,980 | 69,488 | 8,182 | 5,418 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 286,056 | $ | 216,962 | $ | 44,479 | $ | (5,572 | ) | $ | 8,343 | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 170,236 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 13,661 | $ | 188,661 | $ | 14,459 | $ | 42,791 | -1 | $ | 213,749 | -2 | |||||||||
Total assets | $ | 1,438,080 | $ | 1,277,910 | $ | 1,220,301 | $ | 1,662,655 | $ | 367,132 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 153,963 | $ | 208,819 | $ | 5 | $ | 1,378,939 | |||||||||||||
Operating expenses | 38,348 | 78,150 | 67,120 | 427,589 | |||||||||||||||||
Depreciation and amortization expense | 25,512 | 35,364 | 31,969 | 314,758 | |||||||||||||||||
General and administrative expense | - | - | 202,796 | 202,796 | |||||||||||||||||
Other operating expense | - | - | 24,123 | 24,123 | |||||||||||||||||
Operating income (loss) | $ | 90,103 | $ | 95,305 | $ | (326,003 | ) | $ | 409,673 | ||||||||||||
Income (loss) from unconsolidated | $ | 24,832 | $ | 10,014 | $ | - | $ | 205,082 | |||||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 317,638 | -3 | $ | 100,889 | -4 | $ | 107,363 | $ | 999,211 | |||||||||||
Total assets | $ | 1,596,504 | $ | 820,576 | $ | 760,419 | $ | 9,143,577 | |||||||||||||
(1) | Amount excludes $147.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||||||||||
(2) | Amount includes $107.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(3) | Amount excludes $237.2 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $103.9 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(4) | Amount excludes $1.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||||||||||
For the year ended December 31, 2013 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 433,709 | $ | 278,282 | $ | 119,209 | $ | 10,989 | $ | 15,095 | |||||||||||
Operating expenses | 96,926 | 59,059 | 41,176 | 4,834 | 9,090 | ||||||||||||||||
Depreciation and amortization expense | 97,941 | 51,433 | 80,770 | 1,381 | 4,284 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 238,842 | $ | 167,790 | $ | (2,737 | ) | $ | 4,774 | $ | 1,721 | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 133,036 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 50,627 | $ | 316,002 | $ | 17,186 | $ | 2,590 | -1 | $ | 59,115 | -2 | |||||||||
Total assets | $ | 1,511,405 | $ | 1,172,022 | $ | 1,276,795 | $ | 1,452,797 | $ | 137,319 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 44,063 | $ | 171,875 | $ | - | $ | 1,073,222 | |||||||||||||
Operating expenses | 19,065 | 70,609 | 37,957 | 338,716 | |||||||||||||||||
Depreciation and amortization expense | 9,451 | 36,435 | 14,484 | 296,179 | |||||||||||||||||
General and administrative expense | - | - | 104,332 | 104,332 | |||||||||||||||||
Other operating expense | - | - | 2,092 | 2,092 | |||||||||||||||||
Operating income (loss) | $ | 15,547 | $ | 64,831 | $ | (158,865 | ) | $ | 331,903 | ||||||||||||
Income (loss) from unconsolidated | $ | (3,842 | ) | $ | 1,226 | $ | - | $ | 130,420 | ||||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 342,839 | -3 | $ | 106,718 | -4 | $ | 163,522 | $ | 1,058,599 | |||||||||||
Total assets | $ | 1,040,199 | $ | 773,104 | $ | 553,805 | $ | 7,917,446 | |||||||||||||
(1) Amount excludes $289.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | |||||||||||||||||||||
(2) Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners. | |||||||||||||||||||||
(3) | Amount excludes $376.8 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(4) Amount excludes $4.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | |||||||||||||||||||||
For the year ended December 31, 2012 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 395,467 | $ | 7,232 | $ | 68,184 | $ | 783 | $ | 116 | |||||||||||
Operating expenses | 101,703 | 1,604 | 15,642 | 188 | 85 | ||||||||||||||||
Depreciation and amortization expense | 93,343 | 968 | 33,210 | 6 | 79 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 200,421 | $ | 4,660 | $ | 19,332 | $ | 589 | $ | (48 | ) | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 67,592 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 98,507 | $ | 11,796 | $ | 23,578 | $ | - | -1 | $ | 1,967 | ||||||||||
Total assets | $ | 1,573,789 | $ | 925,694 | $ | 1,324,599 | $ | 1,142,550 | $ | 91,236 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 353 | $ | 136,312 | $ | - | $ | 608,447 | |||||||||||||
Operating expenses | 159 | 52,979 | 25,279 | 197,639 | |||||||||||||||||
Depreciation and amortization expense | 48 | 32,042 | 5,821 | 165,517 | |||||||||||||||||
General and administrative expense | - | - | 67,579 | 67,579 | |||||||||||||||||
Other operating expense | - | - | (766 | ) | (766 | ) | |||||||||||||||
Operating income (loss) | $ | 146 | $ | 51,291 | $ | (97,913 | ) | $ | 178,478 | ||||||||||||
Income (loss) from unconsolidated | $ | (38 | ) | $ | (12 | ) | $ | - | $ | 67,542 | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 126 | $ | 184,285 | $ | 30,241 | $ | 350,500 | |||||||||||||
Total assets | $ | 356,662 | $ | 714,510 | $ | 432,060 | $ | 6,561,100 | |||||||||||||
(1) Amount excludes $384.4 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 15 | Subsequent Events |
On January 26, 2015, the board of directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.85 per unit, or $725.0 million in aggregate. The cash distribution was paid by the Merged Partnership on February 13, 2015 to unitholders of record at the close of business on February 9, 2015, which was subsequent to the completion of the merger described below and the issuance of new partnership units. | ||
Merger with Williams Partners L.P. Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner. Following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P. and the name of its general partner was changed to WPZ GP LLC. Please read Note 1 – Description of Business and Basis of Presentation, to the consolidated financial statements, for more information on the Merger. | ||
Following the Merger, the Merged Partnership now has a new $3.5 billion long-term unsecured credit facility, a $3.0 billion commercial paper program, and a $1.5 billion short-term unsecured credit facility, all as further discussed in Note 12 – Long-Term Debt and Interest Expense. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | |||||||||||||||
Summarized unaudited quarterly financial data for 2014 and 2013 are as follows ($ in thousands except per share data): | ||||||||||||||||
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||||
Total revenues | $ | 277,078 | $ | 292,934 | $ | 313,849 | $ | 495,078 | ||||||||
Gross profit(a) | $ | 184,165 | $ | 195,411 | $ | 197,197 | $ | 374,577 | ||||||||
Net income | $ | 65,529 | $ | 72,468 | $ | 51,902 | $ | 239,472 | ||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 61,078 | $ | 67,454 | $ | 41,218 | $ | 228,310 | ||||||||
Net income per common units | $ | 0.15 | $ | 0.18 | $ | 0.03 | $ | 0.65 | ||||||||
Net income per subordinated units | $ | — | $ | — | $ | — | $ | — | ||||||||
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||
Total revenues | $ | 236,959 | $ | 247,242 | $ | 260,943 | $ | 328,078 | ||||||||
Gross profit(a) | $ | 154,196 | $ | 164,398 | $ | 177,410 | $ | 238,502 | ||||||||
Net income | $ | 60,696 | $ | 70,427 | $ | 79,211 | $ | 130,815 | ||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 59,538 | $ | 69,213 | $ | 78,217 | $ | 129,057 | ||||||||
Net income per common units | $ | 0.13 | $ | 0.17 | $ | 0.21 | $ | 0.44 | ||||||||
Net income per subordinated units | $ | 0.29 | $ | 0.31 | $ | 0.33 | $ | — | ||||||||
(a) | Total revenue less operating costs. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation. These financial statements pertain to the entity formerly named Access Midstream Partners, L.P. (“ACMP”). As further described below, following the consummation of a merger on February 2, 2015, the name of the entity was changed to Williams Partners L.P. For purposes of these financial statements, references to Williams Partners L.P. (the “Partnership” or “Pre-merger ACMP”) pertain to ACMP as it existed prior to the consummation of the merger, the “Merged Partnership” pertains to the entity as it exists after the consummation of the merger, and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the merger. WPZ, a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. and Total E&P USA, Inc., a wholly owned subsidiary of Total, S.A. (collectively, “Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts. |
For purposes of these financial statements, the “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB). | |
The accompanying consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. | |
Recently Issued Accounting Standards | Accounting standards issued but not yet adopted. On May 28, 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. This guidance will be effective for the Partnership beginning January 1, 2017. The Partnership is currently evaluating the impact of this new standard on its consolidated financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Principles of Consolidation | Principles of consolidation. The consolidated financial statements include the accounts of all entities that the Partnership controls and the Partnership’s proportionate interest in the accounts of certain ventures in which we own an undivided interest. Management judgment is required to evaluate whether the Partnership controls an entity. Key areas of that evaluation include (i) determining whether an entity is a variable interest entity (“VIE”); (ii) determining whether the Partnership is the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that the Partnership and its related parties have over those activities through variable interests; (iii) identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether the Partnership is a VIE’s primary beneficiary; and (iv) evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that the Partnership does not have the power to control such entities. | |||||||||||||||
The Partnership applies the equity method of accounting to investments in entities over which the Partnership exercises significant influence but does not control. | ||||||||||||||||
Use of Estimates | Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingencies. Significant estimates include: (1) estimated useful lives of assets, which impacts depreciation and amortization; (2) accruals related to revenues, expenses and capital costs; (3) litigation-related contingencies; and (4) cost allocations. Although management believes these estimates are reasonable, actual results could differ from the Partnership’s estimates. | |||||||||||||||
Cash and Cash Equivalents | Cash and cash equivalents. For purposes of the consolidated financial statements, investments in all highly liquid instruments with original maturities of three months or less at date of purchase are considered to be cash equivalents. The Partnership had approximately $41.9 million and $17.2 million of cash and cash equivalents as of December 31, 2014 and 2013, respectively. | |||||||||||||||
Accounts Receivable | Accounts receivable. The majority of accounts receivable relate to gathering and treating activities. Accounts receivable are carried on a gross basis, with no discounting, less the allowance for doubtful accounts. The Partnership estimates the allowance for doubtful accounts based on existing economic conditions, the financial condition of the Partnership’s customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. At December 31, 2014 and 2013, the Partnership had no allowance for doubtful accounts | |||||||||||||||
Property, Plant and Equipment and Depreciation | Property, plant and equipment and depreciation. Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. As assets are disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operating expenses in the statements of income. | |||||||||||||||
Depreciation is calculated using the straight-line method, based on the assets’ estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Amortization of assets recorded under capital leases is included in depreciation expense. | ||||||||||||||||
In July 2014, the Partnership reassessed the estimated useful lives of its gathering systems and related customer relationships, as well as the gathering systems of the investees which it operates. Following this assessment, the Partnership increased the useful lives of its gathering systems from 20 years to 30 years. Given the limited history of the assets at the Partnership’s inception, a 20 year useful life was deemed appropriate at the time based on the Partnership’s maintenance and pipeline integrity program in addition to the expectation that commercial quantities of oil and natural gas would continue to be produced in each operating area for that time period. As the Partnership’s experience in operating the assets and confidence in the operating basins and its maintenance and pipeline integrity program grew, it was determined that a 30 year useful life is a more appropriate measure of the investment recovery period. The Partnership also reassessed the estimated useful lives of its other fixed assets and increased or decreased lives where appropriate depending on the type of other fixed asset. | ||||||||||||||||
In accordance with FASB ASC 250, the Partnership determined that the change in depreciation method is a change in accounting estimate, and accordingly, the change will be applied on a prospective basis. The effect of this change in estimate resulted in a decrease in depreciation expense for the year ended December 31, 2014, of approximately $58.3 million, or approximately $0.29 per common unit. The effect of this change in estimate also resulted in an increase in income from unconsolidated affiliates for the year ended December 31, 2014, of approximately $9.4 million, or approximately $0.05 per common unit, for a total increase in net income for the year ended December 31, 2014, of approximately $67.7 million, or approximately $0.34 per common unit. | ||||||||||||||||
Impairment of Long-Lived Assets | Impairment of long-lived assets. Long-lived assets, including property, plant and equipment and intangible assets, with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value. Assets are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount that the carrying value exceeds the fair value of the asset is recognized. $11.7 million of impairment charges were recognized in 2014 related to certain materials and equipment held for sale. See Note 8 – Property, Plant and Equipment for more information. | |||||||||||||||
Equity Method Investments | Equity method investments. The equity method of accounting is used to account for the Partnership’s interest in Utica East Ohio Midstream LLC and Ranch Westex JV, LLC, which the Partnership acquired as part of the CMO Acquisition. The equity method is also used to account for the Partnership’s various ownership interests in 11 gas gathering systems in the Marcellus Shale. See Note 1 – Description of Business and Basis of Presentation for more information on the acquisitions. | |||||||||||||||
Asset Retirement Obligations | Asset retirement obligations. Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at fair value measured using expected discounted future cash outflows of the asset retirement obligation when the obligation originates, which generally is when an asset is acquired or constructed. The carrying amount of the associated asset is increased commensurate with the liability recognized. Accretion expense is recognized over time as the discounted liability is accreted to the Partnership’s expected settlement value. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected timing or amount of the retirement obligation (with a corresponding adjustment to property, plant and equipment) and for accretion of the liability due to the passage of time, until the obligation is settled. | |||||||||||||||
Fair Value | Fair value. The fair-value-measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair value hierarchy are as follows: | |||||||||||||||
Level 1 — inputs represent quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs). | ||||||||||||||||
Level 3 — inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement). | ||||||||||||||||
Nonfinancial assets and liabilities initially measured at fair value include third-party business combinations (see Note 9 – Acquisitions and Divestitures) and initial recognition of asset retirement obligations. | ||||||||||||||||
The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. See Note 12 — Long-Term Debt and Interest Expense for disclosures regarding the fair value of debt. | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||
amount | amount | |||||||||||||||
($ in thousands) | ||||||||||||||||
Financial liabilities | (Level 2) | (Level 2) | ||||||||||||||
Revolving credit facility | $ | 640,000 | $ | 640,000 | $ | 343,500 | $ | 343,500 | ||||||||
2021 Notes | 750,000 | 772,725 | 750,000 | 801,098 | ||||||||||||
2022 Notes | 750,000 | 798,833 | 750,000 | 804,848 | ||||||||||||
2023 Notes | 1,400,000 | 1,423,870 | 1,400,000 | 1,355,382 | ||||||||||||
2024 Notes | 750,000 | 760,181 | — | — | ||||||||||||
Additional disclosure | (Level 3) | (Level 3) | ||||||||||||||
Assets held for sale | 1,092 | 1,092 | — | — | ||||||||||||
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the balance sheet approximates fair value. | ||||||||||||||||
As of December 31, 2014, certain materials and equipment was classified as held for sale, included in other current assets on the consolidated balance sheet. The estimated fair value (less cost to sell) of the equipment at December 31, 2014 was $1.1 million. The estimated fair value was determined by a market approach based on the Partnership’s analysis of information related to sales of similar pre-owned equipment in the principal market. This analysis resulted in an impairment charge of $11.7 million, which is included in the total loss on impairments and disposals of assets of $23.7 million, recorded in other operating expense (income) in the consolidated statement of income. This nonrecurring fair value measurement is classified within Level 3 of the fair value hierarchy. | ||||||||||||||||
Segments | Segments. The Partnership’s chief operating decision maker measures performance and allocates resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, Utica, Mid-Continent and Corporate. | |||||||||||||||
Revenue Recognition | Revenue Recognition. Revenues consist of fees recognized for the gathering, treating, compression and processing of natural gas. Revenues are recognized when the service is performed and is based upon non-regulated rates and the related gathering, treating, compression and processing volumes. Certain contracts include minimum volume commitments. Under such contracts, the customer is obligated to pay a fee equal to the applicable fee for each thousand cubic feet (“Mcf”) by which the applicable party’s minimum volume commitment exceeds the actual volumes gathered from such party’s production. Revenue associated with minimum volume commitments is recognized in the period in which the amount is fixed and no longer subject to future reduction or offset. | |||||||||||||||
Deferred Loan Costs | Deferred Loan Costs. External costs incurred in connection with the revolving credit facility and senior notes are capitalized as deferred loan costs and amortized over the life of the related agreement. Amortization is included in interest expense in the statement of income. | |||||||||||||||
Environmental Expenditures | Environmental Expenditures. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. There are no liabilities reflected in the accompanying financial statements at December 31, 2014 and 2013. | |||||||||||||||
Equity Based Compensation | Equity Based Compensation. Certain employees of the Partnership’s general partner receive equity-based compensation through the Partnership’s equity-based compensation programs. The fair value of the awards issued is determined based on the fair market value of the shares on the date of grant. This value is amortized over the vesting period, which is generally four years from the date of grant. | |||||||||||||||
Certain key members of management have been designated as participants in the Management Incentive Compensation Plan (“MICP”) which is made up of two components. The first component is an annual cash bonus based on “excess” cash distributions made by the Partnership above a specified target amount with respect to each fiscal quarter during which the award is outstanding. The second component is based on an increase in value of the Partnership’s common units at the end of a specified five-year period beginning on the award commencement date. As a result of the Williams Acquisition, both components of the MICP vested on July 1, 2014, resulting in total cash payments to MICP participants of $88.8 million and compensation expense of $41.1 million during 2014. | ||||||||||||||||
Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is MICP compensation and LTIP equity-based compensation of $113.8 million, $35.0 million and $9.0 million for the Partnership during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
The Long-Term Incentive Plan (“LTIP”) provides for an aggregate of 3.5 million common units to be awarded to employees, directors and consultants of the Partnership’s general partner and its affiliates through various award types, including unit awards, restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards. The LTIP has been designed to promote the interests of the Partnership and its unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as employees, directors and consultants. As a result of the Williams Acquisition, all unit awards outstanding under the LTIP at June 30, 2014, vested on July 1, 2014, resulting in total compensation expense of $38.5 million. On July 16, 2014, the Partnership issued to certain key employees, equity retention awards that have various vesting periods between one and four years. As of December 31, 2014, measured but unrecognized unit-based compensation was $65.2 million, which does not include the effect of estimated forfeitures of $6.0 million. These amounts are expected to be recognized over a weighted-average period of 2.3 years. | ||||||||||||||||
The following table summarizes LTIP award activity for the year ended December 31, 2014: | ||||||||||||||||
Units | Value | |||||||||||||||
per Unit | ||||||||||||||||
Restricted units unvested at beginning of period | 1,182,288 | $ | 36.11 | |||||||||||||
Granted | 1,621,910 | $ | 58.67 | |||||||||||||
Vested | (882,784 | ) | $ | 39.69 | ||||||||||||
Forfeited | (614,954 | ) | $ | 41.09 | ||||||||||||
Restricted units unvested at end of period | 1,306,460 | $ | 59.35 | |||||||||||||
Intangible Assets | Intangible Assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The estimated useful life is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful life of the customer relationship acquired with the Springridge gathering system and Appalachia Midstream is 15 years and 20 years, respectively. As of December 31, 2014, the carrying value of the Partnership’s intangible assets was $348.7 million, net of $69.7 million of accumulated amortization. The Partnership estimates that it will record $23.6 million of intangible asset amortization for each of the next five years. As of December 31, 2013, the carrying value of the Partnership’s intangible assets was $372.4 million, net of $46.0 million of accumulated amortization. Amortization expense was $23.7 million, $24.0 million and $11.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership. | |||||||||||||||
Business Combinations | Business Combinations. The Partnership makes various assumptions in developing models for determining the fair values of assets and liabilities associated with business acquisitions. These fair value models, developed with the assistance of outside consultants, apply discounted cash flow approaches to expected future operating results, considering expected growth rates, development opportunities, and future pricing assumptions to arrive at an economic value for the business acquired. The Partnership then determines the fair value of the tangible assets based on estimates of replacement costs less obsolescence. Identifiable intangible assets acquired consist primarily of customer contracts, customer relationships, trade names, and licenses and permits. The Partnership values customer relationships using a discounted cash flow model. | |||||||||||||||
Income Taxes | Income taxes. As a master limited partnership, the Partnership is a pass-through entity and also not subject to federal income taxes and most state income taxes with the exception of Texas Franchise Tax. The tax on net income is generally borne by individual partners. Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The aggregated difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in the Partnership is not available to the Partnership. |
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||||||||||||||
Common, Subordinated and General Partner Units Issued | Limited partner and general partner units. The following table summarizes common, subordinated, Class B, Class C and general partner units issued during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||
Limited Partner Units | ||||||||||||||||||||||||
Common | Subordinated | General | Total | |||||||||||||||||||||
Class B | Class C | Partner | ||||||||||||||||||||||
Interests | ||||||||||||||||||||||||
Balance at December 31, 2011 | 78,876,643 | 69,076,122 | — | — | 3,019,444 | 150,972,209 | ||||||||||||||||||
Long-term incentive plan awards | 47,810 | — | — | — | 976 | 48,786 | ||||||||||||||||||
December 2012 equity issuances | 18,400,000 | — | 11,858,050 | 11,199,268 | 846,068 | 42,303,386 | ||||||||||||||||||
Balance at December 31, 2012 | 97,324,453 | 69,076,122 | 11,858,050 | 11,199,268 | 3,866,488 | 193,324,381 | ||||||||||||||||||
Long-term incentive plan awards | 98,242 | — | — | — | 2,006 | 100,248 | ||||||||||||||||||
April 2013 equity issuance | 10,350,000 | — | — | — | 211,224 | 10,561,224 | ||||||||||||||||||
Conversion of subordinated units to common units | 69,076,122 | (69,076,122 | ) | — | — | — | — | |||||||||||||||||
ATM equity issuances | 952,330 | — | — | — | 19,435 | 971,765 | ||||||||||||||||||
Paid-in-kind Class B unit distributions | — | — | 566,308 | — | 11,557 | 577,865 | ||||||||||||||||||
Balance at December 31, 2013 | 177,801,147 | — | 12,424,358 | 11,199,268 | 4,110,710 | 205,535,483 | ||||||||||||||||||
Long-term incentive plan awards | 885,565 | — | — | — | 18,073 | 903,638 | ||||||||||||||||||
Conversion of Class C units to common units | 11,199,268 | — | — | (11,199,268 | ) | — | — | |||||||||||||||||
ATM equity issuances | 909,219 | — | — | — | 18,555 | 927,774 | ||||||||||||||||||
Paid-in kind Class B unit distributions | — | — | 506,009 | — | 10,327 | 516,336 | ||||||||||||||||||
Balance at December 31, 2014 | 190,795,199 | — | 12,930,367 | — | 4,157,665 | 207,883,231 | ||||||||||||||||||
Pre-merger unit split rate | 1.06152 | 1.06152 | 1.06152 | 1.06152 | ||||||||||||||||||||
Balance at December 31, 2014 | 202,532,920 | — | 13,725,843 | — | 4,413,445 | 220,672,208 | ||||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Schedule of Financial Liabilities | The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. See Note 12 — Long-Term Debt and Interest Expense for disclosures regarding the fair value of debt. | |||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||
amount | amount | |||||||||||||||
($ in thousands) | ||||||||||||||||
Financial liabilities | (Level 2) | (Level 2) | ||||||||||||||
Revolving credit facility | $ | 640,000 | $ | 640,000 | $ | 343,500 | $ | 343,500 | ||||||||
2021 Notes | 750,000 | 772,725 | 750,000 | 801,098 | ||||||||||||
2022 Notes | 750,000 | 798,833 | 750,000 | 804,848 | ||||||||||||
2023 Notes | 1,400,000 | 1,423,870 | 1,400,000 | 1,355,382 | ||||||||||||
2024 Notes | 750,000 | 760,181 | — | — | ||||||||||||
Additional disclosure | (Level 3) | (Level 3) | ||||||||||||||
Assets held for sale | 1,092 | 1,092 | — | — | ||||||||||||
LTIP Award Activity | The following table summarizes LTIP award activity for the year ended December 31, 2014: | |||||||||||||||
Units | Value | |||||||||||||||
per Unit | ||||||||||||||||
Restricted units unvested at beginning of period | 1,182,288 | $ | 36.11 | |||||||||||||
Granted | 1,621,910 | $ | 58.67 | |||||||||||||
Vested | (882,784 | ) | $ | 39.69 | ||||||||||||
Forfeited | (614,954 | ) | $ | 41.09 | ||||||||||||
Restricted units unvested at end of period | 1,306,460 | $ | 59.35 | |||||||||||||
Partnership_Distributions_Tabl
Partnership Distributions (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Incentive Distributions Specified Target Levels | General Partner Interest and Incentive Distribution Rights. The Partnership’s general partner is entitled to two percent of all quarterly distributions that the Partnership makes prior to its liquidation. When capital contributions are made to the Partnership, the general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The general partner’s initial two percent interest in the Partnership’s distributions may be reduced if the Partnership issues additional limited partner units in the future (other than the issuance of common units upon conversion of outstanding Class B units or the issuance of common units upon a reset of the incentive distribution rights) and the general partner does not contribute a proportionate amount of capital to the Partnership to maintain its two percent general partner interest. After distributing amounts equal to the minimum quarterly distribution to common unitholders (and Class B unitholders, upon conversion of Class B units to common units) and distributing amounts to eliminate any arrearages to common unitholders, the Partnership’s general partner is entitled to incentive distributions if the amount the Partnership distributes with respect to any quarter exceeds specified target levels shown below: | ||||||||||
Total quarterly distribution per unit | Unitholders | General partner | |||||||||
Minimum Quarterly Distribution | $0.34 | 98 | % | 2 | % | ||||||
First Target Distribution | up to $0.388125 | 98 | % | 2 | % | ||||||
Second Target Distribution | above $0.388125 up to $0.421875 | 85 | % | 15 | % | ||||||
Third Target Distribution | above $0.421875 up to $0.50625 | 75 | % | 25 | % | ||||||
Thereafter | above $0.50625 | 50 | % | 50 | % | ||||||
Net_Income_per_Limited_Partner1
Net Income per Limited Partner Unit (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Partnership's Calculation of Net Income Per Unit for Common and Subordinated Limited Partner Units | The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated limited partner units (in thousands, except per-unit information): | |||||||||||
Years Ended | ||||||||||||
December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 398,060 | $ | 336,025 | $ | 178,455 | ||||||
Less general partner interest in net income | (147,507 | ) | (40,681 | ) | (8,481 | ) | ||||||
Limited partner interest in net income | $ | 250,553 | $ | 295,344 | $ | 169,974 | ||||||
Net income allocable to common units(1) | 203,543 | 147,706 | 89,019 | |||||||||
Net income allocable to subordinated units | — | 52,564 | 78,736 | |||||||||
Net income allocable to Class B units(1) | 42,540 | 45,987 | 1,038 | |||||||||
Net income allocable to Class C units(1) | 4,470 | 49,087 | 1,181 | |||||||||
Limited partner interest in net income | $ | 250,553 | $ | 295,344 | $ | 169,974 | ||||||
Net income per limited partner unit – basic and diluted(2) | ||||||||||||
Common units | $ | 1.01 | $ | 0.95 | $ | 1.05 | ||||||
Subordinated units | $ | — | $ | 0.88 | $ | 1.07 | ||||||
Weighted average limited partner units outstanding – basic and diluted(2) | ||||||||||||
Common units | 201,273,800 | 140,872,913 | 84,983,892 | |||||||||
Subordinated units | — | 45,401,657 | 73,325,685 | |||||||||
Total | 201,273,800 | 186,274,570 | 158,309,577 | |||||||||
• | Adjusted to reflect amortization for the beneficial conversion feature | |||||||||||
• | The net income per limited partner unit – basic and diluted for common units and subordinated units and the weighted average limited partner units outstanding – basic and diluted for common units and subordinated units for the years ended December 31, 2014, 2013 and 2012 were adjusted to reflect the Pre-merger Unit Split. |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||
Amounts Included in Consolidated Balance Sheet that are for Use or Obligation of VIEs | The following table presents amounts included in the accompanying consolidated balance sheet that are for the use or obligation of these VIEs ($ in thousands): | |||||||||||
Assets (liabilities): | 31-Dec-14 | 31-Dec-13 | Classification | |||||||||
Cash | $ | 41,868 | $ | 16,830 | Cash and cash equivalents | |||||||
Trade accounts receivable | 42,638 | 20,402 | Accounts receivable | |||||||||
Prepaid expenses | 101 | 32 | Prepaid expenses | |||||||||
Other current assets | 610 | 509 | Prepaid expenses | |||||||||
Gathering system | 1,160,480 | 665,510 | Gathering systems | |||||||||
Other fixed assets | 762 | 14 | Other fixed assets | |||||||||
Trade accounts payable | (4,177 | ) | (3,987 | ) | Accounts payable | |||||||
Accrued liabilities | (52,282 | ) | (65,853 | ) | Accrued gathering liabilities | |||||||
Asset retirement obligation | (1,036 | ) | (187 | ) | Other liabilities, long-term | |||||||
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Risks And Uncertainties [Abstract] | ||||||||||||
Percentage of Revenues | Chesapeake is the only customer from whom revenues exceeded 10 percent of consolidated revenues for the years ended December 31, 2014 and 2013 for the Partnership. Chesapeake and Total are the only customers from whom revenues exceeded 10 percent of consolidated revenues for the year ended December 31, 2012 for the Partnership. The percentage of revenues from Chesapeake, Total and other customers are as follows: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Chesapeake | 82.4 | % | 84.4 | % | 80.7 | % | ||||||
Total | 9.9 | 9.6 | 14.1 | |||||||||
Other | 7.7 | 6 | 5.2 | |||||||||
Total(a) | 100 | % | 100 | % | 100 | % | ||||||
(a) | Revenues from Appalachia Midstream are accounted for as part of the Partnership’s equity method investment. |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property Plant And Equipment [Abstract] | ||||||||||||
Summary of Historical Cost of Partnership's Property, Plant and Equipment | A summary of the historical cost of the Partnership’s property, plant and equipment is as follows: | |||||||||||
Estimated | December 31, | December 31, | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||||
(Years) | ||||||||||||
($ in thousands) | ||||||||||||
Gathering systems | 30 | $ | 6,700,092 | $ | 5,974,940 | |||||||
Other fixed assets | 2 through 39 | 469,482 | 175,411 | |||||||||
Total property, plant and equipment | 7,169,574 | 6,150,351 | ||||||||||
Accumulated depreciation | (1,117,105 | ) | (859,551 | ) | ||||||||
Total net, property, plant and equipment | $ | 6,052,469 | $ | 5,290,800 | ||||||||
Acquisitions_and_Divestitures_
Acquisitions and Divestitures (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Business Combinations [Abstract] | |||||||
Purchase Price Allocation Assets Acquired Liabilities Assumed | The table below reflects the final allocation of the purchase price to the assets acquired and the liabilities assumed in the CMO Acquisition (in thousands). | ||||||
Property, plant and equipment | $ | 1,890,036 | |||||
Intangible asset | 263,262 | ||||||
Other | 6,702 | ||||||
Total purchase price | $ | 2,160,000 | |||||
Condensed Consolidated Financial Statements | The following table presents the pro forma condensed financial information of the Partnership as if the CMO Acquisition and our acquisition of Appalachia Midstream each occurred on January 1, 2011. The pro forma adjustments reflected in the pro forma condensed consolidated financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions will differ from the pro forma adjustments. However, the Partnership’s management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership’s management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the transfer of CMO and Appalachia Midstream to the Partnership. | ||||||
Year Ended | |||||||
December 31, | |||||||
2012 | |||||||
(in thousands) | |||||||
Revenues, including revenue from affiliates | $ | 670,702 | |||||
Net income | $ | 117,334 | |||||
Net income attributable to Access Midstream Partners, L.P. | $ | 117,861 | |||||
Net income per common unit – basic and diluted | $ | 0.72 | |||||
Net income per subordinated unit – basic and diluted | $ | 0.74 | |||||
Unconsolidated_Affiliates_Tabl
Unconsolidated Affiliates (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule Of Investments [Abstract] | |||||||||||||
Investments in Unconsolidated Affiliates | At December 31, 2014 and 2013, the Partnership had the following investments: | ||||||||||||
Net | December 31, | December 31, | |||||||||||
Ownership | 2014 | 2013 | |||||||||||
Interest | |||||||||||||
($ in thousands) | |||||||||||||
Utica East Ohio Midstream LLC | 49 | % | $ | 707,080 | $ | 471,891 | |||||||
Liberty gas gathering system | 33.75 | % | 353,243 | 354,316 | |||||||||
Panhandle gas gathering system | 67.5 | 258,349 | 237,656 | ||||||||||
Rome gas gathering system | 33.75 | 197,703 | 181,147 | ||||||||||
Victory gas gathering system | 67.5 | 195,243 | 190,353 | ||||||||||
Overfield gas gathering system | 67.5 | 119,909 | 125,959 | ||||||||||
Smithfield gas gathering system | 67.5 | 119,308 | 107,009 | ||||||||||
Selbyville gas gathering system | 67.5 | 74,418 | 73,463 | ||||||||||
Ranch Westex JV, LLC | 33.33 | 38,060 | 36,060 | ||||||||||
Pecan Hill Water Solutions, LLC | 49 | 3,469 | - | ||||||||||
Other gas gathering systems | various | 163,204 | 158,749 | ||||||||||
Total investments in unconsolidated affiliates | $ | 2,229,986 | $ | 1,936,603 | |||||||||
Summarized Balance Sheet for Unconsolidated Investments | The following tables sets forth summarized financial information of the investments in which the Partnership owned an interest in December 2014 and 2013, as follows: | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
($ in thousands) | |||||||||||||
Balance Sheet | |||||||||||||
Current assets | $ | 232,610 | $ | 196,567 | |||||||||
Property, plant, and equipment | 3,837,260 | 3,249,371 | |||||||||||
Other assets | 6,174 | 6,166 | |||||||||||
Total assets | $ | 4,076,044 | $ | 3,452,104 | |||||||||
Current liabilities | $ | 52,826 | $ | 96,275 | |||||||||
Other liabilities | 30,796 | 87,886 | |||||||||||
Partner’s capital | 3,992,422 | 3,267,943 | |||||||||||
Total liabilities and partner’s capital | $ | 4,076,044 | $ | 3,452,104 | |||||||||
Summarized Income Statement for Unconsolidated Investments | |||||||||||||
Years Ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
($ in thousands) | |||||||||||||
Income Statement | |||||||||||||
Revenue | $ | 771,003 | $ | 520,388 | $ | 308,845 | |||||||
Operating expenses | $ | 236,257 | $ | 230,974 | $ | 97,594 | |||||||
Net income | $ | 534,770 | $ | 289,441 | $ | 211,361 | |||||||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Asset Retirement Obligation Disclosure [Abstract] | |||||||||||||
Changes in Asset Retirement Obligations | The following table provides a summary of changes in asset retirement obligations, which are included in other liabilities in the accompanying consolidated balance sheets. Revisions in estimates for the periods presented relate primarily to revisions of current cost estimates, inflation rates and/or discount rates. | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Asset retirement obligations, beginning of period | $ | 4,521 | $ | 5,335 | $ | 3,409 | |||||||
Additions | 1,789 | — | 1,816 | ||||||||||
Revisions | 6,705 | (1,314 | ) | (133 | ) | ||||||||
Accretion expense | 2,058 | 500 | 243 | ||||||||||
Deletions | — | — | — | ||||||||||
Asset retirement obligations, end of period | $ | 15,073 | $ | 4,521 | $ | 5,335 | |||||||
LongTerm_Debt_and_Interest_Exp1
Long-Term Debt and Interest Expense (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Partnership's Outstanding Debt | The following table presents the Partnership’s outstanding debt as of December 31, 2014 and 2013 (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Revolving credit facility | $ | 640,000 | $ | 343,500 | ||||
5.875 percent senior notes due April 2021 | 750,000 | 750,000 | ||||||
6.125 percent senior notes due July 2022 | 750,000 | 750,000 | ||||||
4.875 percent senior notes due May 2023 | 1,400,000 | 1,400,000 | ||||||
4.875 percent senior notes due March 2024 | 750,000 | — | ||||||
Premium on 5.875 percent senior notes due April 2021 | 5,055 | 5,730 | ||||||
Total long-term debt | $ | 4,295,055 | $ | 3,249,230 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Future Minimum Rental Payments Due Under Operating Leases | Future minimum rental payments due under operating leases as of December 31, 2014 are as follows: | |||
(in thousands) | ||||
2015 | $ | 38,889 | ||
2016 | 28,924 | |||
2017 | 18,111 | |||
2018 | 7,196 | |||
2019 | 5,141 | |||
Thereafter | 15,788 | |||
Future minimum lease payments | $ | 114,049 | ||
Summary of Assets Under Capital Leases | Assets under capital leases as of December 31, 2014, which are reflected as other fixed assets in the accompanying balance sheet, are summarized as follows: | |||
(in thousands) | ||||
Computer software | $ | 9,909 | ||
Less: Accumulated amortization | (5,321 | ) | ||
Net assets under capital lease | $ | 4,588 | ||
Minimum Lease Payments for Capital Lease | The following are the minimum lease payments to be made in each of the following years indicated for the capital lease in effect as of December 31, 2014: | |||
Fiscal Year | (in thousands) | |||
2015 | $ | 3,880 | ||
2016 | 1,294 | |||
2017 | 53 | |||
Less: Interest | (233 | ) | ||
Net minimum lease payments under capital leases | 4,994 | |||
Less: Current portion of net minimum lease payments | (3,679 | ) | ||
Long-term portion of net minimum lease payments | $ | 1,315 | ||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||
Summarized Financial Information for Reportable Segments | Summarized financial information for the reportable segments is shown in the following tables, presented in thousands. | ||||||||||||||||||||
For the year ended December 31, 2014 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 463,645 | $ | 348,904 | $ | 160,138 | $ | 15,136 | $ | 28,329 | |||||||||||
Operating expenses | 95,744 | 74,962 | 46,171 | 12,526 | 14,568 | ||||||||||||||||
Depreciation and amortization expense | 81,845 | 56,980 | 69,488 | 8,182 | 5,418 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 286,056 | $ | 216,962 | $ | 44,479 | $ | (5,572 | ) | $ | 8,343 | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 170,236 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 13,661 | $ | 188,661 | $ | 14,459 | $ | 42,791 | -1 | $ | 213,749 | -2 | |||||||||
Total assets | $ | 1,438,080 | $ | 1,277,910 | $ | 1,220,301 | $ | 1,662,655 | $ | 367,132 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 153,963 | $ | 208,819 | $ | 5 | $ | 1,378,939 | |||||||||||||
Operating expenses | 38,348 | 78,150 | 67,120 | 427,589 | |||||||||||||||||
Depreciation and amortization expense | 25,512 | 35,364 | 31,969 | 314,758 | |||||||||||||||||
General and administrative expense | - | - | 202,796 | 202,796 | |||||||||||||||||
Other operating expense | - | - | 24,123 | 24,123 | |||||||||||||||||
Operating income (loss) | $ | 90,103 | $ | 95,305 | $ | (326,003 | ) | $ | 409,673 | ||||||||||||
Income (loss) from unconsolidated | $ | 24,832 | $ | 10,014 | $ | - | $ | 205,082 | |||||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 317,638 | -3 | $ | 100,889 | -4 | $ | 107,363 | $ | 999,211 | |||||||||||
Total assets | $ | 1,596,504 | $ | 820,576 | $ | 760,419 | $ | 9,143,577 | |||||||||||||
(1) | Amount excludes $147.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||||||||||
(2) | Amount includes $107.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(3) | Amount excludes $237.2 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $103.9 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(4) | Amount excludes $1.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||||||||||
For the year ended December 31, 2013 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 433,709 | $ | 278,282 | $ | 119,209 | $ | 10,989 | $ | 15,095 | |||||||||||
Operating expenses | 96,926 | 59,059 | 41,176 | 4,834 | 9,090 | ||||||||||||||||
Depreciation and amortization expense | 97,941 | 51,433 | 80,770 | 1,381 | 4,284 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 238,842 | $ | 167,790 | $ | (2,737 | ) | $ | 4,774 | $ | 1,721 | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 133,036 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 50,627 | $ | 316,002 | $ | 17,186 | $ | 2,590 | -1 | $ | 59,115 | -2 | |||||||||
Total assets | $ | 1,511,405 | $ | 1,172,022 | $ | 1,276,795 | $ | 1,452,797 | $ | 137,319 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 44,063 | $ | 171,875 | $ | - | $ | 1,073,222 | |||||||||||||
Operating expenses | 19,065 | 70,609 | 37,957 | 338,716 | |||||||||||||||||
Depreciation and amortization expense | 9,451 | 36,435 | 14,484 | 296,179 | |||||||||||||||||
General and administrative expense | - | - | 104,332 | 104,332 | |||||||||||||||||
Other operating expense | - | - | 2,092 | 2,092 | |||||||||||||||||
Operating income (loss) | $ | 15,547 | $ | 64,831 | $ | (158,865 | ) | $ | 331,903 | ||||||||||||
Income (loss) from unconsolidated | $ | (3,842 | ) | $ | 1,226 | $ | - | $ | 130,420 | ||||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 342,839 | -3 | $ | 106,718 | -4 | $ | 163,522 | $ | 1,058,599 | |||||||||||
Total assets | $ | 1,040,199 | $ | 773,104 | $ | 553,805 | $ | 7,917,446 | |||||||||||||
(1) Amount excludes $289.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | |||||||||||||||||||||
(2) Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners. | |||||||||||||||||||||
(3) | Amount excludes $376.8 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||||||||||
(4) Amount excludes $4.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates. | |||||||||||||||||||||
For the year ended December 31, 2012 | |||||||||||||||||||||
Barnett | Eagle Ford | Haynesville | Marcellus | Niobrara | |||||||||||||||||
Revenues | $ | 395,467 | $ | 7,232 | $ | 68,184 | $ | 783 | $ | 116 | |||||||||||
Operating expenses | 101,703 | 1,604 | 15,642 | 188 | 85 | ||||||||||||||||
Depreciation and amortization expense | 93,343 | 968 | 33,210 | 6 | 79 | ||||||||||||||||
General and administrative expense | - | - | - | - | - | ||||||||||||||||
Other operating expense | - | - | - | - | - | ||||||||||||||||
Operating income (loss) | $ | 200,421 | $ | 4,660 | $ | 19,332 | $ | 589 | $ | (48 | ) | ||||||||||
Income (loss) from unconsolidated | $ | - | $ | - | $ | - | $ | 67,592 | $ | - | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 98,507 | $ | 11,796 | $ | 23,578 | $ | - | -1 | $ | 1,967 | ||||||||||
Total assets | $ | 1,573,789 | $ | 925,694 | $ | 1,324,599 | $ | 1,142,550 | $ | 91,236 | |||||||||||
Mid- | |||||||||||||||||||||
Utica | Continent | Corporate | Consolidated | ||||||||||||||||||
Revenues | $ | 353 | $ | 136,312 | $ | - | $ | 608,447 | |||||||||||||
Operating expenses | 159 | 52,979 | 25,279 | 197,639 | |||||||||||||||||
Depreciation and amortization expense | 48 | 32,042 | 5,821 | 165,517 | |||||||||||||||||
General and administrative expense | - | - | 67,579 | 67,579 | |||||||||||||||||
Other operating expense | - | - | (766 | ) | (766 | ) | |||||||||||||||
Operating income (loss) | $ | 146 | $ | 51,291 | $ | (97,913 | ) | $ | 178,478 | ||||||||||||
Income (loss) from unconsolidated | $ | (38 | ) | $ | (12 | ) | $ | - | $ | 67,542 | |||||||||||
affiliates | |||||||||||||||||||||
Capital expenditures | $ | 126 | $ | 184,285 | $ | 30,241 | $ | 350,500 | |||||||||||||
Total assets | $ | 356,662 | $ | 714,510 | $ | 432,060 | $ | 6,561,100 | |||||||||||||
(1) Amount excludes $384.4 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data (Unaudited) | Summarized unaudited quarterly financial data for 2014 and 2013 are as follows ($ in thousands except per share data): | |||||||||||||||
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||||
Total revenues | $ | 277,078 | $ | 292,934 | $ | 313,849 | $ | 495,078 | ||||||||
Gross profit(a) | $ | 184,165 | $ | 195,411 | $ | 197,197 | $ | 374,577 | ||||||||
Net income | $ | 65,529 | $ | 72,468 | $ | 51,902 | $ | 239,472 | ||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 61,078 | $ | 67,454 | $ | 41,218 | $ | 228,310 | ||||||||
Net income per common units | $ | 0.15 | $ | 0.18 | $ | 0.03 | $ | 0.65 | ||||||||
Net income per subordinated units | $ | — | $ | — | $ | — | $ | — | ||||||||
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||
Total revenues | $ | 236,959 | $ | 247,242 | $ | 260,943 | $ | 328,078 | ||||||||
Gross profit(a) | $ | 154,196 | $ | 164,398 | $ | 177,410 | $ | 238,502 | ||||||||
Net income | $ | 60,696 | $ | 70,427 | $ | 79,211 | $ | 130,815 | ||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $ | 59,538 | $ | 69,213 | $ | 78,217 | $ | 129,057 | ||||||||
Net income per common units | $ | 0.13 | $ | 0.17 | $ | 0.21 | $ | 0.44 | ||||||||
Net income per subordinated units | $ | 0.29 | $ | 0.31 | $ | 0.33 | $ | — | ||||||||
• | Total revenue less operating costs. |
Description_of_Business_and_Ba3
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Apr. 02, 2013 | Dec. 20, 2012 | Dec. 18, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2014 | Oct. 26, 2014 | Jun. 30, 2012 | Aug. 02, 2013 | Mar. 31, 2014 | |
hp | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | 2.00% | 2.00% | 2.00% | ||||||||
Stock-based compensation expense | $113,800,000 | $35,000,000 | $9,000,000 | ||||||||
Pre-Merger Unit Split | 0.0106152 | ||||||||||
Market value of common units | 300,000,000 | ||||||||||
Partners' capital account units, sale of units | 10,561,224 | 42,303,386 | |||||||||
Net offering proceeds | 399,800,000 | 569,300,000 | 52,200,000 | ||||||||
Gross offering proceeds | 50,100,000 | ||||||||||
Payments for commissions | 500,000 | ||||||||||
Capital contribution from Partnerships' general partner | 8,400,000 | 1,000,000 | 1,000,000 | ||||||||
Common unit, price per unit | $39.86 | $32.15 | |||||||||
Issuance of general partner interests | 712,100,000 | 2,790,000 | 10,000,000 | 49,841,000 | |||||||
Over-Allotment Option | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common stock, shares issued | 1,350,000 | 2,400,000 | |||||||||
Equity Distribution Agreement | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Partners' capital account units, sale of units | 900,000 | 900,000 | |||||||||
Legacy ACMP | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | Williamsb control of Pre-merger WPZ began with its inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012. | ||||||||||
Minimum | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Award vesting period | 4 years | 1 year | |||||||||
Maximum | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Award vesting period | 5 years | 4 years | |||||||||
Williams Acquisition | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Limited partnership interest | 49.00% | ||||||||||
Stock-based compensation expense | 96,000,000 | ||||||||||
Consideration paid for acquisition | 1,800,000,000 | ||||||||||
Partnership Subordinated Units | 34,538,061 | ||||||||||
Outstanding Equity Interest | 50.00% | ||||||||||
Merger Agreement | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | 2.00% | ||||||||||
Pre-Merger Unit Split | 1.06152 | ||||||||||
General partnership interest | one-for-one | ||||||||||
Ownership interest | 60.00% | ||||||||||
Merger Agreement | Public Exchange Ratio | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common Unit Exchange Ratio | 0.86672 | ||||||||||
Merger Agreement | Williams Parties Exchange Ratio | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common Unit Exchange Ratio | 0.80036 | ||||||||||
MidCon Compression, L.L.C. | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Consideration paid for acquisition | 160,000,000 | ||||||||||
Combined capacity of compression units | 200,000 | ||||||||||
MidCon Compression, L.L.C. | Minimum | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Number of compression units acquired | 100 | ||||||||||
Chesapeake | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | 50.00% | ||||||||||
Global Infrastructure Partners | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | 50.00% | ||||||||||
Common Units | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Common stock, shares issued | 10,350,000 | 18,400,000 | |||||||||
Common Units | Williams Acquisition | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Units outstanding | 88,940,056 | ||||||||||
Common Units | Publicly Owned | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Units outstanding | 101,855,143 | ||||||||||
Limited partnership interest | 49.00% | ||||||||||
Class B Units | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Partners' capital account units, sale of units | 5,900,000 | ||||||||||
Class B Units | Williams Acquisition | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Units outstanding | 12,930,367 | ||||||||||
Class C Units | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Partners' capital account units, sale of units | 5,600,000 | ||||||||||
General Partner | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
General partnership interest | 2.00% | 100.00% | |||||||||
Pre-Merger Unit Split | 0.0106152 | ||||||||||
Partners' capital account units, sale of units | 211,224 | 846,068 | |||||||||
Issuance of general partner interests | $2,790,000 | $10,000,000 | $49,841,000 | ||||||||
General Partner | Williams Acquisition | |||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||
Units outstanding | 4,157,665 | ||||||||||
General partnership interest | 2.00% |
Common_Subordinated_Convertibl
Common, Subordinated, Convertible Class B, Subordinated Class C and General Partner Units Issued (Detail) | 0 Months Ended | 12 Months Ended | |||
Aug. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Limited Partners Capital Account [Line Items] | |||||
Long-term incentive plan awards | 903,638 | 100,248 | 48,786 | ||
Equity issuance | 10,561,224 | 42,303,386 | |||
Conversion of subordinated units to common units | 69,076,122 | ||||
ATM equity issuances | 927,774 | 971,765 | |||
Paid-in-kind Class B unit distributions | 516,336 | 577,865 | |||
Pre-merger unit split rate | 0.0106152 | ||||
Units issued at beginning period | 205,535,483 | 193,324,381 | 150,972,209 | ||
Units issued at ending period | 207,883,231 | 205,535,483 | 193,324,381 | ||
Units issued at ending period | 220,672,208 | ||||
Common Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at ending period | 202,532,920 | 188,739,474 | |||
Class B Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at ending period | 13,725,843 | 13,188,705 | |||
Class C Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at ending period | 0 | 11,888,247 | |||
Limited Partner | Common Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at beginning period | 177,801,147 | 97,324,453 | 78,876,643 | ||
Long-term incentive plan awards | 885,565 | 98,242 | 47,810 | ||
Equity issuance | 10,350,000 | 18,400,000 | |||
Limited partner units issued at ending period | 202,532,920 | 177,801,147 | 97,324,453 | ||
Conversion of subordinated units to common units | 11,199,268 | 69,076,122 | |||
ATM equity issuances | 909,219 | 952,330 | |||
Limited partner units issued excluding pre merger unit split at ending period | 190,795,199 | ||||
Pre-merger unit split rate | 1.06152 | ||||
Limited Partner | Subordinated units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at beginning period | 69,076,122 | 69,076,122 | |||
Limited partner units issued at ending period | 69,076,122 | ||||
Conversion of subordinated units to common units | -69,076,122 | ||||
Limited Partner | Class B Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at beginning period | 12,424,358 | 11,858,050 | |||
Equity issuance | 11,858,050 | ||||
Limited partner units issued at ending period | 13,725,843 | 12,424,358 | 11,858,050 | ||
Paid-in-kind Class B unit distributions | 506,009 | 566,308 | |||
Limited partner units issued excluding pre merger unit split at ending period | 12,930,367 | ||||
Pre-merger unit split rate | 1.06152 | ||||
Limited Partner | Class C Units | |||||
Limited Partners Capital Account [Line Items] | |||||
Limited partner units issued at beginning period | 11,199,268 | ||||
Equity issuance | 11,199,268 | ||||
Limited partner units issued at ending period | 11,199,268 | ||||
Conversion of subordinated units to common units | -11,199,268 | ||||
General Partner | |||||
Limited Partners Capital Account [Line Items] | |||||
Long-term incentive plan awards | 18,073 | 2,006 | 976 | ||
Equity issuance | 211,224 | 846,068 | |||
ATM equity issuances | 18,555 | 19,435 | |||
Paid-in-kind Class B unit distributions | 10,327 | 11,557 | |||
Pre-merger unit split rate | 0.0106152 | ||||
Units issued at beginning period | 4,110,710 | 3,866,488 | 3,019,444 | ||
Units issued at ending period | 4,157,665 | 4,110,710 | 3,866,488 | ||
General partner units issued at ending period | 4,413,445 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 29, 2011 | Jul. 16, 2014 | Dec. 31, 2011 |
Segment | GasGatheringSystem | ||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | $41,871,000 | $17,229,000 | $64,994,000 | $22,000 | |||
Allowance for doubtful accounts | 0 | 0 | |||||
Changes in estimated result of depreciation expense | 58,300,000 | ||||||
Changes in estimated result of depreciation expense, per unit | $0.29 | ||||||
Changes in estimated result of unconsolidated affiliates | 9,400,000 | ||||||
Changes in estimated result of unconsolidated affiliates, per unit | $0.05 | ||||||
Changes in estimated result of net income | 67,700,000 | ||||||
Changes in estimated result of net income, per unit | $0.34 | ||||||
Asset impairment charges | 11,700,000 | ||||||
Loss on impairments and disposals of assets | 23,783,000 | ||||||
Number of operating segments | 8 | ||||||
Liabilities for loss contingencies | 0 | 0 | |||||
Stock-based compensation expense | 113,800,000 | 35,000,000 | 9,000,000 | ||||
Cash payments to MICP participants | 88,800,000 | ||||||
Stock Granted, Value, Share-based Compensation, Gross | 6,000,000 | ||||||
Weighted Average Period of Unrecognized Share Based Compensation | 2 years 3 months 18 days | ||||||
Amortization expense | 23,700,000 | 24,000,000 | 11,300,000 | ||||
Carrying value of the Partnershipbs intangible assets | 348,700,000 | 372,400,000 | |||||
Accumulated amortization, net | 69,700,000 | 46,000,000 | |||||
Intangible asset amortization in year one | 23,600,000 | ||||||
Intangible asset amortization in year two | 23,600,000 | ||||||
Intangible asset amortization in year three | 23,600,000 | ||||||
Intangible asset amortization in year four | 23,600,000 | ||||||
Intangible asset amortization in year five | 23,600,000 | ||||||
Long Term Incentive Plan | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Stock-based compensation expense | 38,500,000 | ||||||
Common units to be awarded | 3.5 | ||||||
Unrecognized compensation expense attributable to LTIP | 65,200,000 | ||||||
Management Incentive Compensation Plan | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Stock-based compensation expense | 41,100,000 | ||||||
Fair Value, Inputs, Level 3 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property, Plant, and Equipment, Fair Value Disclosure | 1,100,000 | ||||||
Loss on impairments and disposals of assets | $23,700,000 | ||||||
Marcellus Shale | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of gas gathering system | 11 | 11 | |||||
Marcellus Shale | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful life of customer relationship | 15 years | ||||||
Springridge Gathering System | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful life of customer relationship | 15 years | ||||||
Appalachia Midstream | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful life of customer relationship | 20 years | ||||||
Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Award vesting period | 4 years | 1 year | |||||
Minimum | Long Term Incentive Plan | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Unrecognized compensation expense attributable to LTIP expected recognition period | 1 year | ||||||
Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Award vesting period | 5 years | 4 years | |||||
Maximum | Long Term Incentive Plan | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Unrecognized compensation expense attributable to LTIP expected recognition period | 4 years | ||||||
Gathering Systems | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful Lives of gathering system | 20 years | ||||||
Gathering Systems | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful Lives of gathering system | 30 years |
Schedule_of_Financial_Liabilit
Schedule of Financial Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying amount | $19,924 | $8,111 |
Assets held for sale | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying amount | 1,092 | |
Fair Value, Inputs, Level 3 | Assets held for sale | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair Value | 1,092 | |
Revolving Credit Facility | Carrying amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 640,000 | 343,500 |
Revolving Credit Facility | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 640,000 | 343,500 |
5.875 Percent Senior Notes due April 2021 | Carrying amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 750,000 | 750,000 |
5.875 Percent Senior Notes due April 2021 | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 772,725 | 801,098 |
6.125 Percent Senior Notes due July 2022 | Carrying amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 750,000 | 750,000 |
6.125 Percent Senior Notes due July 2022 | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 798,833 | 804,848 |
4.875 Percent Senior Notes due May 2023 | Carrying amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 1,400,000 | 1,400,000 |
4.875 Percent Senior Notes due May 2023 | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 1,423,870 | 1,355,382 |
4.875 Percent Senior Notes due March 2024 | Carrying amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 750,000 | |
4.875 Percent Senior Notes due March 2024 | Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | $760,181 |
LTIP_Award_Activity_Detail
LTIP Award Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Units | |
Restricted units unvested at beginning of period | 1,182,288 |
Granted | 1,621,910 |
Vested | -882,784 |
Forfeited | -614,954 |
Restricted units unvested at end of period | 1,306,460 |
Value per Unit | |
Restricted units unvested at beginning of period | $36.11 |
Granted | $58.67 |
Vested | $39.69 |
Forfeited | $41.09 |
Restricted units unvested at end of period | $59.35 |
Partnership_Distributions_Addi
Partnership Distributions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Limited Partners Capital Account [Line Items] | ||||
Partnership cash distribution period | 45 days | |||
Partnership cash distribution paid | $536,716 | $389,128 | $251,720 | |
Conversion of subordinated units to common units | 69,076,122 | |||
General partnership interest and distribution right | 2.00% | |||
Maximum | ||||
Limited Partners Capital Account [Line Items] | ||||
General partnership interest and distribution right | 50.00% | |||
Class B Units | ||||
Limited Partners Capital Account [Line Items] | ||||
Beneficial conversion feature | $58,300 | |||
Subordinated units | ||||
Limited Partners Capital Account [Line Items] | ||||
Units converted into common units, basis description | one-for-one | |||
Class C Units | ||||
Limited Partners Capital Account [Line Items] | ||||
Units converted into common units, basis description | one-for-one |
Incentive_Distributions_Specif
Incentive Distributions Specified Target Levels (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
General partner | 2.00% |
Maximum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
General partner | 50.00% |
Minimum Quarterly Distribution | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.3375 |
Unitholders | 98.00% |
General partner | 2.00% |
First Target Distribution | Maximum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.388125 |
Unitholders | 98.00% |
General partner | 2.00% |
Second Target Distribution | Minimum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.388125 |
Unitholders | 85.00% |
General partner | 15.00% |
Second Target Distribution | Maximum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.421875 |
Third Target Distribution | Minimum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.421875 |
Unitholders | 75.00% |
General partner | 25.00% |
Third Target Distribution | Maximum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.50625 |
Thereafter | Minimum | |
Incentive Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per unit | 0.50625 |
Unitholders | 50.00% |
General partner | 50.00% |
Recovered_Sheet1
Net Income Per Limited Partner Unit - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended |
Feb. 13, 2015 | |
Subsequent Event | |
Earnings Per Unit [Line Items] | |
Partner's cash distribution | $0.85 |
Partnerships_Calculation_of_Ne
Partnership's Calculation of Net Income Per Unit for Common and Subordinated Limited Partner Units (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except 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 Per Unit [Line Items] | ||||||||||||||
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) | $228,310 | $41,218 | $67,454 | $61,078 | $129,057 | $78,217 | $69,213 | $59,538 | $398,060 | $336,025 | $178,455 | |||
Less general partner interest in net income | -147,507 | -40,681 | -8,481 | |||||||||||
Limited partner interest in net income | 250,553 | 295,344 | 169,974 | |||||||||||
Common Units | ||||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||||
Limited partner interest in net income | 203,543 | [1] | 147,706 | [1] | 89,019 | [1] | ||||||||
Net income per limited partner unit b basic and diluted | ||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.65 | $0.03 | $0.18 | $0.15 | $0.44 | $0.21 | $0.17 | $0.13 | ||||||
Subordinated units | ||||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||||
Limited partner interest in net income | 52,564 | 78,736 | ||||||||||||
Net income per limited partner unit b basic and diluted | ||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.33 | $0.31 | $0.29 | |||||||||||
Class B Units | ||||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||||
Limited partner interest in net income | 42,540 | [1] | 45,987 | [1] | 1,038 | [1] | ||||||||
Class C Units | ||||||||||||||
Earnings Per Unit [Line Items] | ||||||||||||||
Limited partner interest in net income | $4,470 | [1] | $49,087 | [1] | $1,181 | [1] | ||||||||
Limited Partner | ||||||||||||||
Weighted average limited partner units outstanding b basic and diluted | ||||||||||||||
Weighted average limited partner units outstanding basic and diluted | 201,273,800 | [2] | 186,274,570 | [2] | 158,309,577 | [2] | ||||||||
Limited Partner | Common Units | ||||||||||||||
Net income per limited partner unit b basic and diluted | ||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $1.01 | [2] | $0.95 | [2] | $1.05 | [2] | ||||||||
Weighted average limited partner units outstanding b basic and diluted | ||||||||||||||
Weighted average limited partner units outstanding basic and diluted | 201,273,800 | [2] | 140,872,913 | [2] | 84,983,892 | [2] | ||||||||
Limited Partner | Subordinated units | ||||||||||||||
Net income per limited partner unit b basic and diluted | ||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.88 | [2] | $1.07 | [2] | ||||||||||
Weighted average limited partner units outstanding b basic and diluted | ||||||||||||||
Weighted average limited partner units outstanding basic and diluted | 45,401,657 | [2] | 73,325,685 | [2] | ||||||||||
[1] | Adjusted to reflect amortization for the beneficial conversion feature | |||||||||||||
[2] | The net income per limited partner unit b basic and diluted for common units and subordinated units and the weighted average limited partner units outstanding b basic and diluted for common units and subordinated units for the years ended December 31, 2014, 2013 and 2012 were adjusted to reflect the Pre-merger Unit Split. |
Variable_Interest_Entities_Add
Variable Interest Entities - Additional Information | 12 Months Ended |
Dec. 31, 2014 | |
Cardinal Joint Venture | |
Variable Interest Entity [Line Items] | |
Ownership interest in affiliate of partnership | 66.00% |
Jackalope Joint Venture | |
Variable Interest Entity [Line Items] | |
Ownership interest in affiliate of partnership | 50.00% |
Amounts_Included_in_Consolidat
Amounts Included in Consolidated Balance Sheet that are for Use or Obligation of VIEs (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Variable Interest Entity [Line Items] | ||||
Accounts receivable | $377,078 | $222,409 | ||
Prepaid expenses | 24,531 | 10,182 | ||
Other current assets | 19,924 | 8,111 | ||
Property, plant and equipment, gross | 7,169,574 | 6,150,351 | ||
Accrued liabilities | -54,490 | -108,934 | ||
Asset retirement obligation | -15,073 | -4,521 | -5,335 | -3,409 |
Variable Interest Entity | ||||
Variable Interest Entity [Line Items] | ||||
Cash | 41,868 | 16,830 | ||
Accounts receivable | 42,638 | 20,402 | ||
Prepaid expenses | 101 | 32 | ||
Other current assets | 610 | 509 | ||
Property, plant and equipment, gross | 1,160,480 | 665,510 | ||
Other fixed assets | 762 | 14 | ||
Trade accounts payable | -4,177 | -3,987 | ||
Accrued liabilities | -52,282 | -65,853 | ||
Asset retirement obligation | ($1,036) | ($187) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Due to affiliate | $17,988,000 | ||
General and administrative expense | 202,796,000 | 104,332,000 | 67,579,000 |
Reimbursement of service cost to GIP | 1,000,000 | 400,000 | 1,700,000 |
Operating expenses | 969,266,000 | 741,319,000 | 429,969,000 |
Employee Secondment Agreement | |||
Related Party Transaction [Line Items] | |||
General and administrative expense | 11,700,000 | ||
Service costs | 49,400,000 | ||
Operating expenses | 37,700,000 | ||
Related Party Transactions | |||
Related Party Transaction [Line Items] | |||
General and administrative expense | 22,300,000 | ||
Related party transaction | The fee was calculated as the lesser of $0.0310/Mcf gathered or actual corporate overhead costs. | ||
Compressor rental charges | $65,300,000 | ||
Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Reimbursement of service cost to Chesapeake | 50.00% |
Concentration_of_Credit_Risk_A
Concentration of Credit Risk - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
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 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Customer | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Number of customers from whom revenues exceed 10 percent of consolidated revenue | 2 | |||||||||||||||
Revenues | $495,078,000 | $313,849,000 | $292,934,000 | $277,078,000 | $328,078,000 | $260,943,000 | $247,242,000 | $236,959,000 | $1,378,939,000 | $1,073,222,000 | $608,447,000 | |||||
Chesapeake | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Number of customers from whom revenues exceed 10 percent of consolidated revenue | 1 | 1 | ||||||||||||||
Revenues | 1,100,000,000 | |||||||||||||||
Sales Revenue, Net | Customer Concentration Risk | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Sales to the Company's largest customer on total net sales, percentage | 100.00% | [1] | 100.00% | [1] | 100.00% | [1] | ||||||||||
Sales Revenue, Net | Customer Concentration Risk | Chesapeake | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Sales to the Company's largest customer on total net sales, percentage | 82.40% | 84.40% | 80.70% | |||||||||||||
Sales Revenue, Net | Customer Concentration Risk | Chesapeake | Minimum | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Sales to the Company's largest customer on total net sales, percentage | 10.00% | 10.00% | 10.00% | |||||||||||||
Sales Revenue, Net | Customer Concentration Risk | Total | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Sales to the Company's largest customer on total net sales, percentage | 9.90% | 9.60% | 14.10% | |||||||||||||
Sales Revenue, Net | Customer Concentration Risk | Total | Minimum | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Sales to the Company's largest customer on total net sales, percentage | 10.00% | |||||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk | Chesapeake | ||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||
Accounts receivable | $308,100,000 | $176,500,000 | ||||||||||||||
[1] | Revenues from Appalachia Midstream are accounted for as part of the Partnershipbs equity method investment. |
Percentage_of_Revenues_from_Ch
Percentage of Revenues from Chesapeake, Total and Other Customers (Detail) (Sales Revenue, Net, Customer Concentration Risk) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues | 100.00% | [1] | 100.00% | [1] | 100.00% | [1] |
Chesapeake | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues | 82.40% | 84.40% | 80.70% | |||
Total | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues | 9.90% | 9.60% | 14.10% | |||
Other | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues | 7.70% | 6.00% | 5.20% | |||
[1] | Revenues from Appalachia Midstream are accounted for as part of the Partnershipbs equity method investment. |
Summary_of_Historical_Cost_of_
Summary of Historical Cost of Partnership's Property, Plant and Equipment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | $7,169,574 | $6,150,351 |
Less: Accumulated depreciation | -1,117,105 | -859,551 |
Total net, property, plant and equipment | 6,052,469 | 5,290,800 |
Gathering Systems | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | 6,700,092 | 5,974,940 |
Property, plant and equipment useful life | 30 years | |
Other Fixed Assets | ||
Property Plant And Equipment [Line Items] | ||
Property Plant And Equipment Gross | $469,482 | $175,411 |
Other Fixed Assets | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment useful life | 2 years | |
Other Fixed Assets | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment useful life | 39 years |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment [Line Items] | |||
Estimated fair value (less cost to sell) of the equipment | $1.10 | ||
Asset impairment charges | 11.7 | ||
Loss on disposal of assets | 23.7 | ||
Partnership | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | 288.5 | 271.7 | 153.8 |
Gathering Systems | |||
Property Plant And Equipment [Line Items] | |||
Gathering system under construction | $650 | $620.50 |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2012 | Dec. 29, 2011 | |
mi | ||||||
acre | ||||||
Business Acquisition [Line Items] | ||||||
Income from unconsolidated affiliates | $205,082,000 | $130,420,000 | $67,542,000 | |||
Proceeds from Divestiture of Businesses | 32,900,000 | |||||
Chesapeake Midstream Operating, L.L.C. | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, effective date of acquisition | 20-Dec-12 | |||||
Consideration paid for acquisition | 2,160,000,000 | 2,160,000,000 | ||||
Purchase price attributable to customer relationships acquired | 263,262,000 | |||||
Chesapeake Midstream Operating, L.L.C. | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price attributable to customer relationships acquired | 263,300,000 | |||||
Customer relationship useful life | 20 years | |||||
Chesapeake Midstream Operating, L.L.C. | Gathering Systems | ||||||
Business Acquisition [Line Items] | ||||||
Pipeline | 1,675 | |||||
Pipeline area covered | 4,300,000 | |||||
Appalachia Midstream | ||||||
Business Acquisition [Line Items] | ||||||
Consideration paid for acquisition | 879,300,000 | |||||
Common units issued for acquisition | 9,791,605 | |||||
Consideration paid In cash | 600,000,000 | |||||
Appalachia Midstream | Working Capital Adjustments | ||||||
Business Acquisition [Line Items] | ||||||
Consideration paid for acquisition | 7,300,000 | |||||
Appalachia Midstream | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Customer relationship useful life | 20 years | |||||
Marcellus Shale | ||||||
Business Acquisition [Line Items] | ||||||
Pipeline | 906 | |||||
Percentage of Operation | 100.00% | |||||
Limited partnership interest | 45.00% | |||||
Number of gas gathering system | 11 | 11 | ||||
Income from unconsolidated affiliates | 400,000 | |||||
Marcellus Shale | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price attributable to customer relationships acquired | $461,200,000 | |||||
Customer relationship useful life | 15 years |
Allocation_of_Purchase_Price_T
Allocation of Purchase Price To Acquired Assets and Liabilities Assumed (Detail) (Chesapeake Midstream Operating, L.L.C., USD $) | Dec. 31, 2014 | Dec. 20, 2012 |
In Thousands, unless otherwise specified | ||
Chesapeake Midstream Operating, L.L.C. | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment | $1,890,036 | |
Purchase price attributable to customer relationships acquired | 263,262 | |
Other | 6,702 | |
Total purchase price | $2,160,000 | $2,160,000 |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |
Revenues, including revenue from affiliates | $670,702 |
Net income | 117,334 |
Net income attributable to Access Midstream Partners, L.P. | $117,861 |
Common Units | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |
Net income per unit - basic and diluted | $0.72 |
Subordinated units | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |
Net income per unit - basic and diluted | $0.74 |
Partnership_Investment_Detail
Partnership Investment (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 01, 2011 | 1-May-14 |
Schedule Of Investments [Line Items] | |||||
Investments | $2,229,986 | $1,936,603 | |||
Utica East Ohio Midstream LLC | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 49.00% | 49.00% | |||
Investments | 707,080 | 471,891 | |||
Liberty Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 33.75% | ||||
Investments | 353,243 | 354,316 | |||
Panhandle Gas Gathering System | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 67.50% | ||||
Investments | 258,349 | 237,656 | |||
Rome Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 33.75% | ||||
Investments | 197,703 | 181,147 | |||
Victory Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 67.50% | ||||
Investments | 195,243 | 190,353 | |||
Overfield Gas Gathering System Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 67.50% | ||||
Investments | 119,909 | 125,959 | |||
Smithfield Gas Gathering Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 67.50% | ||||
Investments | 119,308 | 107,009 | |||
Selbyville Gas | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 67.50% | ||||
Investments | 74,418 | 73,463 | |||
Ranch Westex JV, LLC | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 33.33% | 33.33% | |||
Investments | 38,060 | 36,060 | |||
Other Affiliates | |||||
Schedule Of Investments [Line Items] | |||||
Net Ownership Interest | various | ||||
Investments | 163,204 | 158,749 | |||
Pecan Hill Water Solutions, LLC | |||||
Schedule Of Investments [Line Items] | |||||
Percentage of ownership interest | 49.00% | 49.00% | |||
Investments | $3,469 |
Unconsolidated_Affiliates_Addi
Unconsolidated Affiliates - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | |||
Dec. 29, 2011 | Dec. 01, 2011 | Dec. 31, 2014 | 1-May-14 | Mar. 31, 2012 | |
GasGatheringSystem | Property | GasGatheringSystem | |||
Investments In And Advances To Affiliates [Line Items] | |||||
Percentage of ownership interest | 55.00% | ||||
Number of smaller gas gathering systems | 4 | ||||
Pecan Hill Water Solutions, LLC | |||||
Investments In And Advances To Affiliates [Line Items] | |||||
Percentage of ownership interest | 49.00% | 49.00% | |||
Utica East Ohio Midstream LLC | |||||
Investments In And Advances To Affiliates [Line Items] | |||||
Percentage of ownership interest | 49.00% | 49.00% | |||
Ranch Westex JV, LLC | |||||
Investments In And Advances To Affiliates [Line Items] | |||||
Percentage of ownership interest | 33.33% | 33.33% | |||
Number of plants | 2 | ||||
Marcellus Shale | |||||
Investments In And Advances To Affiliates [Line Items] | |||||
Percentage of Limited Partnership Interest | 45.00% | ||||
Number of gas gathering system | 11 | 11 | |||
Pipeline | 906 | ||||
Appalachia Midstream | Maximum | |||||
Investments In And Advances To Affiliates [Line Items] | |||||
Gas gathering agreement term | 15 years |
Unconsolidated_Affiliates_Fina
Unconsolidated Affiliates Financial Information Balance Sheet (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Schedule Of Investments [Line Items] | |||
Current assets | $463,404 | $257,931 | |
Property, plant, and equipment | 6,052,469 | 5,290,800 | |
Total assets | 9,143,577 | 7,917,446 | 6,561,100 |
Current liabilities | 245,819 | 306,472 | |
Other liabilities | 90,386 | 8,954 | |
Partnerbs capital | 4,034,627 | 4,098,906 | |
Total liabilities and partners' capital | 9,143,577 | 7,917,446 | |
Unconsolidated Affiliates | |||
Schedule Of Investments [Line Items] | |||
Current assets | 232,610 | 196,567 | |
Property, plant, and equipment | 3,837,260 | 3,249,371 | |
Other assets | 6,174 | 6,166 | |
Total assets | 4,076,044 | 3,452,104 | |
Current liabilities | 52,826 | 96,275 | |
Other liabilities | 30,796 | 87,886 | |
Partnerbs capital | 3,992,422 | 3,267,943 | |
Total liabilities and partners' capital | $4,076,044 | $3,452,104 |
Unconsolidated_Affiliates_Fina1
Unconsolidated Affiliates Financial Information Income statement (Detail) (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 |
Schedule Of Investments [Line Items] | |||||||||||
Revenue | $495,078 | $313,849 | $292,934 | $277,078 | $328,078 | $260,943 | $247,242 | $236,959 | $1,378,939 | $1,073,222 | $608,447 |
Operating expenses | 969,266 | 741,319 | 429,969 | ||||||||
Net income | 228,310 | 41,218 | 67,454 | 61,078 | 129,057 | 78,217 | 69,213 | 59,538 | 398,060 | 336,025 | 178,455 |
Unconsolidated Affiliates | |||||||||||
Schedule Of Investments [Line Items] | |||||||||||
Revenue | 771,003 | 520,388 | 308,845 | ||||||||
Operating expenses | 236,257 | 230,974 | 97,594 | ||||||||
Net income | $534,770 | $289,441 | $211,361 |
Summary_Of_Changes_In_Asset_Re
Summary Of Changes In Asset Retirement Obligations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligations, beginning of period | $4,521 | $5,335 | $3,409 |
Additions | 1,789 | 1,816 | |
Revisions | 6,705 | -1,314 | -133 |
Accretion expense | 2,058 | 500 | 243 |
Asset retirement obligations, end of period | $15,073 | $4,521 | $5,335 |
Partnerships_Outstanding_Debt_
Partnership's Outstanding Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $4,295,055 | $3,249,230 |
5.875 Percent Senior Notes due April 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 750,000 | 750,000 |
Premium on Long-term Debt | 5,055 | 5,730 |
6.125 Percent Senior Notes due July 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 750,000 | 750,000 |
4.875 Percent Senior Notes due May 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,400,000 | 1,400,000 |
4.875 Percent Senior Notes due March 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 750,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $640,000 | $343,500 |
Partnerships_Outstanding_Debt_1
Partnership's Outstanding Debt (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
5.875 Percent Senior Notes due April 2021 | ||
Debt Instrument [Line Items] | ||
Debt, interest rate | 5.88% | 5.88% |
Debt, maturity date | 2021-04 | 2021-04 |
6.125 Percent Senior Notes due July 2022 | ||
Debt Instrument [Line Items] | ||
Debt, interest rate | 6.13% | 6.13% |
Debt, maturity date | 2022-07 | 2022-07 |
4.875 Percent Senior Notes due May 2023 | ||
Debt Instrument [Line Items] | ||
Debt, interest rate | 4.88% | 4.88% |
Debt, maturity date | 2023-05 | 2023-05 |
4.875 Percent Senior Notes due March 2024 | ||
Debt Instrument [Line Items] | ||
Debt, interest rate | 4.88% | 4.88% |
Debt, maturity date | 2024-03 | 2024-03 |
LongTerm_Debt_and_Interest_Exp2
Long-Term Debt and Interest Expense - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 07, 2014 | Aug. 14, 2013 | Apr. 19, 2011 | Dec. 19, 2012 | Jan. 11, 2012 | Feb. 02, 2015 | Feb. 03, 2015 | |
Line Of Credit Facility [Line Items] | ||||||||||
Revolving credit facility termination date | 2-Feb-15 | |||||||||
Maturity date of credit facilities post-merger | 3-Aug-15 | |||||||||
Methods of calculating interest rate | Each time funds are borrowed under the credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin | |||||||||
Line of credit facility, covenant terms | b" The ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than 5 to 1, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1. | |||||||||
Debt to capitalization ratio | 65.00% | |||||||||
Amended and restated debt security, maximum outstanding amount related to merger. | $3,000,000,000 | |||||||||
Notes Issued At Price Of Percent Of Principal Amount | 101.50% | |||||||||
Capitalized interest | 25,600,000 | 43,900,000 | 14,600,000 | |||||||
Access Midstream Long-Term Incentive Plan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Percentage of ownership interest | 100.00% | |||||||||
Senior Notes | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Senior notes covenants | The indentures governing the 2024 Notes, the 2023 Notes, the 2022 Notes and the 2021 Notes contain covenants that, among other things, limit the Partnershipbs ability and the ability of certain of the Partnershipbs subsidiaries to: (1) sell assets including equity interests in its subsidiaries; (2) pay distributions on, redeem or purchase the Partnershipbs units, or redeem or purchase the Partnershipbs subordinated debt; (3) make investments; (4) incur or guarantee additional indebtedness or issue preferred units; (5) create or incur certain liens; (6) enter into agreements that restrict distributions or other payments from certain subsidiaries to the Partnership; (7) consolidate, merge or transfer all or substantially all of the Partnershipbs or certain of the Partnershipbs subsidiariesb assets; (8) engage in transactions with affiliates; and (9) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the 2024 Notes, 2023 Notes, 2022 Notes or the 2021 Notes achieve an investment grade rating from either of Moodybs Investors Service, Inc. or Standard & Poorbs Ratings Services and no default, as defined in the indentures, has occurred or is continuing, many of these covenants will terminate. Following the Merger, the senior notes noted above achieved an investment grade rating and therefore many of the covenants terminated. There were no other significant changes to these senior notes as a result of the Merger. | |||||||||
4.875 Percent Senior Notes due March 2024 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Senior Notes issued through private placement | 750,000,000 | |||||||||
Debt, interest rate | 4.88% | |||||||||
Debt issuance cost | 8,900,000 | |||||||||
Notes maturity date | 15-Mar-24 | |||||||||
Interest payable on Senior Notes | March 15 and September 15 | |||||||||
Debt redemption date | 15-Mar-19 | |||||||||
Debt redemption description | In addition, the Partnership may redeem up to 35 percent of the 2024 Notes prior to March 15, 2017 under certain circumstances with the net cash proceeds from certain equity offerings. | |||||||||
5.875 Percent Senior Notes due April 2021 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Senior Notes issued through private placement | 400,000,000 | |||||||||
Debt, interest rate | 5.88% | 5.88% | ||||||||
Debt issuance cost | 5,800,000 | 8,200,000 | ||||||||
Net proceeds of additional notes issued | 400,800,000 | |||||||||
Proceeds from issuance of private placement | 350,000,000 | |||||||||
Notes maturity date | 15-Apr-21 | |||||||||
Interest payable on Senior Notes | April 15 and October 15 | |||||||||
Debt redemption date | 15-Apr-15 | |||||||||
Debt redemption description | In addition, the Partnership may redeem up to 35 percent of the 2021 Notes and Additional Notes prior to April 15, 2014 under certain circumstances with the net cash proceeds from certain equity offerings. | |||||||||
Interest payable on Senior Notes, beginning date | 15-Oct-11 | |||||||||
4.875 Percent Senior Notes due May 2023 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Senior Notes issued through private placement | 1,400,000,000 | |||||||||
Debt, interest rate | 4.88% | |||||||||
Debt issuance cost | 25,900,000 | |||||||||
Notes maturity date | 15-May-23 | |||||||||
Interest payable on Senior Notes | May 15 and November 15 | |||||||||
Debt redemption date | 15-Dec-17 | |||||||||
Debt redemption description | In addition, the Partnership may redeem up to 35 percent of the 2023 Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings. | |||||||||
6.125 Percent Senior Notes due July 2022 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Senior Notes issued through private placement | 750,000,000 | |||||||||
Debt, interest rate | 6.13% | |||||||||
Debt issuance cost | 13,800,000 | |||||||||
Notes maturity date | 15-Jul-22 | |||||||||
Interest payable on Senior Notes | January 15 and July 15 | |||||||||
Debt redemption date | 15-Jan-17 | |||||||||
Debt redemption description | In addition, the Partnership may redeem up to 35 percent of the 2022 Notes prior to January 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings. | |||||||||
Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding letter of credit | 2,310,000 | |||||||||
Short-term credit facility | 1,500,000,000 | |||||||||
Option one | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maturity date of credit facilities post-merger | 2-Feb-16 | |||||||||
Libor Plus Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 1.00% | |||||||||
Minimum | Federal Funds Effective Rate Plus | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 0.50% | |||||||||
Minimum | Libor Plus Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 2.16% | |||||||||
Minimum | London Inter Bank Offered Rate Plus | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 0.50% | |||||||||
Minimum | Eurodollar rate plus a margin | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 1.50% | |||||||||
Maximum | 4.875 Percent Senior Notes due March 2024 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt redemption date | 15-Mar-17 | |||||||||
Debt redemption percentage | 35.00% | |||||||||
Maximum | 5.875 Percent Senior Notes due April 2021 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt redemption date | 15-Apr-14 | |||||||||
Debt redemption percentage | 35.00% | |||||||||
Maximum | 4.875 Percent Senior Notes due May 2023 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt redemption date | 15-Dec-15 | |||||||||
Debt redemption percentage | 35.00% | |||||||||
Maximum | 6.125 Percent Senior Notes due July 2022 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt redemption date | 15-Jan-15 | |||||||||
Debt redemption percentage | 35.00% | |||||||||
Maximum | Scenario One | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt to ebitda ratio | 5.00% | |||||||||
Maximum | Scenario Two | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt to ebitda ratio | 5.50% | |||||||||
Maximum | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Additional borrowing capacity | 500,000,000 | |||||||||
Maximum | Libor Plus Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 2.42% | |||||||||
Maximum | London Inter Bank Offered Rate Plus | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 1.50% | |||||||||
Maximum | Eurodollar rate plus a margin | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Instrument variable rate | 2.50% | |||||||||
Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 640,000,000 | 343,500,000 | ||||||||
Amended Revolving Credit Facility Post Merger | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maturity date of credit facilities post-merger | 2-Feb-20 | |||||||||
Amended Revolving Credit Facility Post Merger | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 3,500,000,000 | |||||||||
Amended Revolving Credit Facility Post Merger | Option one | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Maturity date of credit facilities post-merger | 2-Feb-22 | |||||||||
Swing Line Loan | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 150,000,000 | |||||||||
Letter of Credit | Subsequent Event | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $1,125,000,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Customer | |||
Commitments And Contingencies [Line Items] | |||
Number of customers | 1 | ||
Rental expense related to leases | $98.30 | $104.50 | $81.10 |
Minimum | |||
Commitments And Contingencies [Line Items] | |||
Operating leases, renewal term | 1 year | ||
Minimum | Computer Equipment | |||
Commitments And Contingencies [Line Items] | |||
Capital leases, term of contract | 1 year | ||
Maximum | Computer Equipment | |||
Commitments And Contingencies [Line Items] | |||
Capital leases, term of contract | 3 years |
Future_Minimum_Rental_Payments
Future Minimum Rental Payments Due Under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $38,889 |
2016 | 28,924 |
2017 | 18,111 |
2018 | 7,196 |
2019 | 5,141 |
Thereafter | 15,788 |
Future minimum lease payments | $114,049 |
Summary_of_Assets_Under_Capita
Summary of Assets Under Capital Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
Computer software | $9,909 |
Less: Accumulated amortization | -5,321 |
Net assets under capital lease | $4,588 |
Minimum_Lease_Payment_Under_Ca
Minimum Lease Payment Under Capital Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
2015 | $3,880 |
2016 | 1,294 |
2017 | 53 |
Less: Interest | -233 |
Net minimum lease payments under capital leases | 4,994 |
Less: Current portion of net minimum lease payments | -3,679 |
Long-term portion of net minimum lease payments | $1,315 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Operating segments | 8 |
Summarized_Financial_Informati
Summarized Financial Information for Reportable Segments (Detail) (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 Reporting Information [Line Items] | |||||||||||||
Revenues | $495,078 | $313,849 | $292,934 | $277,078 | $328,078 | $260,943 | $247,242 | $236,959 | $1,378,939 | $1,073,222 | $608,447 | ||
Operating expenses | 427,589 | 338,716 | 197,639 | ||||||||||
Depreciation and amortization expense | 314,758 | 296,179 | 165,517 | ||||||||||
General and administrative expense | 202,796 | 104,332 | 67,579 | ||||||||||
Other operating expense (income) | 24,123 | 2,092 | -766 | ||||||||||
Operating income | 409,673 | 331,903 | 178,478 | ||||||||||
Income (loss) from unconsolidated affiliates | 205,082 | 130,420 | 67,542 | ||||||||||
Capital expenditures | 999,211 | 1,058,599 | 350,500 | ||||||||||
Total assets | 9,143,577 | 7,917,446 | 9,143,577 | 7,917,446 | 6,561,100 | ||||||||
Operating Segments | Barnett | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 463,645 | 433,709 | 395,467 | ||||||||||
Operating expenses | 95,744 | 96,926 | 101,703 | ||||||||||
Depreciation and amortization expense | 81,845 | 97,941 | 93,343 | ||||||||||
Operating income | 286,056 | 238,842 | 200,421 | ||||||||||
Capital expenditures | 13,661 | 50,627 | 98,507 | ||||||||||
Total assets | 1,438,080 | 1,511,405 | 1,438,080 | 1,511,405 | 1,573,789 | ||||||||
Operating Segments | Eagle Ford | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 348,904 | 278,282 | 7,232 | ||||||||||
Operating expenses | 74,962 | 59,059 | 1,604 | ||||||||||
Depreciation and amortization expense | 56,980 | 51,433 | 968 | ||||||||||
Operating income | 216,962 | 167,790 | 4,660 | ||||||||||
Capital expenditures | 188,661 | 316,002 | 11,796 | ||||||||||
Total assets | 1,277,910 | 1,172,022 | 1,277,910 | 1,172,022 | 925,694 | ||||||||
Operating Segments | Haynesville | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 160,138 | 119,209 | 68,184 | ||||||||||
Operating expenses | 46,171 | 41,176 | 15,642 | ||||||||||
Depreciation and amortization expense | 69,488 | 80,770 | 33,210 | ||||||||||
Operating income | 44,479 | -2,737 | 19,332 | ||||||||||
Capital expenditures | 14,459 | 17,186 | 23,578 | ||||||||||
Total assets | 1,220,301 | 1,276,795 | 1,220,301 | 1,276,795 | 1,324,599 | ||||||||
Operating Segments | Marcellus Shale | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 15,136 | 10,989 | 783 | ||||||||||
Operating expenses | 12,526 | 4,834 | 188 | ||||||||||
Depreciation and amortization expense | 8,182 | 1,381 | 6 | ||||||||||
Operating income | -5,572 | 4,774 | 589 | ||||||||||
Income (loss) from unconsolidated affiliates | 170,236 | 133,036 | 67,592 | ||||||||||
Capital expenditures | 42,791 | [1] | 2,590 | [2] | |||||||||
Total assets | 1,662,655 | 1,452,797 | 1,662,655 | 1,452,797 | 1,142,550 | ||||||||
Operating Segments | Niobrara | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 28,329 | 15,095 | 116 | ||||||||||
Operating expenses | 14,568 | 9,090 | 85 | ||||||||||
Depreciation and amortization expense | 5,418 | 4,284 | 79 | ||||||||||
Operating income | 8,343 | 1,721 | -48 | ||||||||||
Capital expenditures | 213,749 | [3] | 59,115 | [4] | 1,967 | ||||||||
Total assets | 367,132 | 137,319 | 367,132 | 137,319 | 91,236 | ||||||||
Operating Segments | Utica | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 153,963 | 44,063 | 353 | ||||||||||
Operating expenses | 38,348 | 19,065 | 159 | ||||||||||
Depreciation and amortization expense | 25,512 | 9,451 | 48 | ||||||||||
Operating income | 90,103 | 15,547 | 146 | ||||||||||
Income (loss) from unconsolidated affiliates | 24,832 | -3,842 | -38 | ||||||||||
Capital expenditures | 317,638 | [5] | 342,839 | [6] | 126 | ||||||||
Total assets | 1,596,504 | 1,040,199 | 1,596,504 | 1,040,199 | 356,662 | ||||||||
Operating Segments | Mid-Continent | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 208,819 | 171,875 | 136,312 | ||||||||||
Operating expenses | 78,150 | 70,609 | 52,979 | ||||||||||
Depreciation and amortization expense | 35,364 | 36,435 | 32,042 | ||||||||||
Operating income | 95,305 | 64,831 | 51,291 | ||||||||||
Income (loss) from unconsolidated affiliates | 10,014 | 1,226 | -12 | ||||||||||
Capital expenditures | 100,889 | [7] | 106,718 | [8] | 184,285 | ||||||||
Total assets | 820,576 | 773,104 | 820,576 | 773,104 | 714,510 | ||||||||
Operating Segments | Corporate | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 5 | ||||||||||||
Operating expenses | 67,120 | 37,957 | 25,279 | ||||||||||
Depreciation and amortization expense | 31,969 | 14,484 | 5,821 | ||||||||||
General and administrative expense | 202,796 | 104,332 | 67,579 | ||||||||||
Other operating expense (income) | 24,123 | 2,092 | -766 | ||||||||||
Operating income | -326,003 | -158,865 | -97,913 | ||||||||||
Capital expenditures | 107,363 | 163,522 | 30,241 | ||||||||||
Total assets | $760,419 | $553,805 | $760,419 | $553,805 | $432,060 | ||||||||
[1] | Amount excludes $147.0 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||
[2] | Amount excludes $289.7 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates | ||||||||||||
[3] | Amount includes $107.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||
[4] | Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||
[5] | Amount excludes $237.2 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates and includes $103.9 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||
[6] | Amount excludes $376.8 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners. | ||||||||||||
[7] | Amount excludes $1.0 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. | ||||||||||||
[8] | Amount excludes $4.9 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. |
Summarized_Financial_Informati1
Summarized Financial Information for Reportable Segments (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | $999,211 | $1,058,599 | $350,500 | ||
Niobrara | Attributable to Noncontrolling Interest Owners | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 29,600 | ||||
Operating Segments | Marcellus Shale | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 42,791 | [1] | 2,590 | [2] | |
Operating Segments | Marcellus Shale | Unconsolidated Affiliates | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 147,000 | 289,700 | 384,400 | ||
Operating Segments | Niobrara | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 213,749 | [3] | 59,115 | [4] | 1,967 |
Operating Segments | Niobrara | Noncontrolling Interest | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 107,600 | ||||
Operating Segments | Utica | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 317,638 | [5] | 342,839 | [6] | 126 |
Operating Segments | Utica | Noncontrolling Interest | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 103,900 | 122,000 | |||
Operating Segments | Utica | Unconsolidated Affiliates | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 237,200 | 376,800 | |||
Operating Segments | Mid-Continent | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 100,889 | [7] | 106,718 | [8] | 184,285 |
Operating Segments | Mid-Continent | Unconsolidated Affiliates | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | $1,000 | $4,900 | |||
[1] | Amount excludes $147.0 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. | ||||
[2] | Amount excludes $289.7 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates | ||||
[3] | Amount includes $107.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||
[4] | Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners. | ||||
[5] | Amount excludes $237.2 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates and includes $103.9 million of capital expenditures attributable to noncontrolling interest owners. | ||||
[6] | Amount excludes $376.8 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners. | ||||
[7] | Amount excludes $1.0 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. | ||||
[8] | Amount excludes $4.9 million for the Partnershipbs share of capital expenditures included in investments in unconsolidated affiliates. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Jan. 26, 2015 | Feb. 02, 2015 | |
Subsequent Event [Line Items] | |||
Cash distribution declaration date | 26-Jan-15 | ||
Distribution payment date | 13-Feb-15 | ||
Distribution record date | 9-Feb-15 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Declaration of cash distribution | $0.85 | ||
Cash distribution declared to partnership unitholders | $725,000,000 | ||
Unsecured long-term debt | 3,500,000,000 | ||
Commercial paper program | 3,000,000,000 | ||
Unsecured short-term debt | $1,500,000,000 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Detail) (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 | ||||||||
Quarterly Financial Data [Line Items] | |||||||||||||||||||
Total revenues | $495,078 | $313,849 | $292,934 | $277,078 | $328,078 | $260,943 | $247,242 | $236,959 | $1,378,939 | $1,073,222 | $608,447 | ||||||||
Gross profit | 374,577 | [1] | 197,197 | [1] | 195,411 | [1] | 184,165 | [1] | 238,502 | [1] | 177,410 | [1] | 164,398 | [1] | 154,196 | [1] | |||
Net income | 239,472 | 51,902 | 72,468 | 65,529 | 130,815 | 79,211 | 70,427 | 60,696 | 429,371 | 341,149 | 178,387 | ||||||||
Net income | $228,310 | $41,218 | $67,454 | $61,078 | $129,057 | $78,217 | $69,213 | $59,538 | $398,060 | $336,025 | $178,455 | ||||||||
Common Units | |||||||||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.65 | $0.03 | $0.18 | $0.15 | $0.44 | $0.21 | $0.17 | $0.13 | |||||||||||
Subordinated units | |||||||||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||||||||
Net income per limited partner unit - basic and diluted (Note 4) | $0.33 | $0.31 | $0.29 | ||||||||||||||||
[1] | Total revenue less operating costs. |