Consolidating Guarantor and Non-Guarantor Financial Information | Consolidating Guarantor and Non-Guarantor Financial Information Certain of our wholly owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the Senior Unsecured Notes (see Note 8 ). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the consolidating financial information for NGL Energy Partners LP (Parent), NGL Energy Finance Corp., the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis in the tables below. NGL Energy Partners LP and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes. Since NGL Energy Partners LP received the proceeds from the issuance of the Senior Unsecured Notes, all activity has been reflected in the NGL Energy Partners LP (Parent) column in the tables below. During the periods presented in the tables below, the status of certain subsidiaries changed, in that they either became guarantors of or ceased to be guarantors of the Senior Unsecured Notes. For purposes of the tables below, when the status of a subsidiary changes, all subsidiary activity is included in either the guarantor subsidiaries column or non-guarantor subsidiaries column based on the status of the subsidiary at the balance sheet date regardless of activity during the year. There are no significant restrictions that prevent the parent or any of the guarantor subsidiaries from obtaining funds from their respective subsidiaries by dividend or loan. None of the assets of the guarantor subsidiaries (other than the investments in non-guarantor subsidiaries) are restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. For purposes of the tables below, (i) the consolidating financial information is presented on a legal entity basis, (ii) investments in consolidated subsidiaries are accounted for as equity method investments, and (iii) contributions, distributions, and advances to (from) consolidated entities are reported on a net basis within net changes in advances with consolidated entities in the consolidating statement of cash flow tables below. As discussed further in Note 1 and Note 17, the assets and liabilities related to our entire Retail Propane segment (both the portion sold to DCC in March 2018 and the remaining business sold to Superior in July 2018 as well as equity in earnings of Victory Propane) have been classified as held for sale within our March 31, 2018 and 2017 consolidated balance sheets and the results of operations and cash flows related to the entire Retail Propane segment have been classified as discontinued operations and all periods presented have been retrospectively adjusted. Consolidating Balance Sheet (in Thousands) March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,021,616 5,148 — 1,026,764 Accounts receivable-affiliates — — 4,772 — — 4,772 Inventories — — 550,978 325 — 551,303 Prepaid expenses and other current assets — — 128,311 431 — 128,742 Assets held for sale — — 490,800 26,804 — 517,604 Total current assets 16,915 — 2,199,806 34,558 — 2,251,279 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,371,495 147,112 — 1,518,607 GOODWILL — — 1,127,347 77,260 — 1,204,607 INTANGIBLE ASSETS, net of accumulated amortization — — 829,449 83,705 — 913,154 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 17,236 — — 17,236 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,110,940 — (2,121,741 ) 10,801 — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,703,327 — 244,109 — (1,947,436 ) — LOAN RECEIVABLE-AFFILIATE — — 1,200 — — 1,200 OTHER NONCURRENT ASSETS — — 245,039 — — 245,039 Total assets $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 850,607 $ 2,232 $ — $ 852,839 Accounts payable-affiliates 1 — 1,253 — — 1,254 Accrued expenses and other payables 41,104 — 181,115 1,285 — 223,504 Advance payments received from customers — — 4,507 3,867 — 8,374 Current maturities of long-term debt — — 646 — — 646 Liabilities and redeemable noncontrolling interest held for sale — — 30,066 12,514 — 42,580 Total current liabilities and redeemable noncontrolling interest 41,105 — 1,068,194 19,898 — 1,129,197 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,704,909 — 974,831 — — 2,679,740 OTHER NONCURRENT LIABILITIES — — 167,588 5,926 — 173,514 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 82,576 — — — — 82,576 EQUITY: Partners’ equity 2,002,592 — 1,704,896 327,858 (2,030,939 ) 2,004,407 Accumulated other comprehensive loss — — (1,569 ) (246 ) — (1,815 ) Noncontrolling interests — — — — 83,503 83,503 Total equity 2,002,592 — 1,703,327 327,612 (1,947,436 ) 2,086,095 Total liabilities and equity $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 Consolidating Balance Sheet (in Thousands) March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,257 $ — $ 73 $ 1,496 $ — $ 7,826 Accounts receivable-trade, net of allowance for doubtful accounts — — 752,734 2,824 — 755,558 Accounts receivable-affiliates — — 6,709 — — 6,709 Inventories — — 544,045 — — 544,045 Prepaid expenses and other current assets — — 99,416 378 — 99,794 Assets held for sale — — 592,080 27,340 — 619,420 Total current assets 6,257 — 1,995,057 32,038 — 2,033,352 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,477,804 51,639 — 1,529,443 GOODWILL — — 1,309,049 12,240 — 1,321,289 INTANGIBLE ASSETS, net of accumulated amortization — — 1,000,505 6,747 — 1,007,252 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 187,423 — — 187,423 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,424,730 — (2,408,189 ) (16,541 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,978,158 — 47,598 — (2,025,756 ) — LOAN RECEIVABLE-AFFILIATE — — 3,200 — — 3,200 OTHER NONCURRENT ASSETS — — 238,252 168 — 238,420 Total assets $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 650,290 $ 179 $ — $ 650,469 Accounts payable-affiliates 1 — 7,907 10 — 7,918 Accrued expenses and other payables 42,150 — 155,622 684 — 198,456 Advance payments received from customers — — 10,592 — — 10,592 Current maturities of long-term debt 25,000 — 859 — — 25,859 Liabilities and redeemable noncontrolling interest held for sale — — 46,966 6,397 — 53,363 Total current liabilities and redeemable noncontrolling interest 67,151 — 872,236 7,270 — 946,657 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,138,048 — 820,478 — — 2,958,526 OTHER NONCURRENT LIABILITIES — — 179,827 4,677 — 184,504 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 63,890 — — — — 63,890 EQUITY: Partners’ equity 2,140,056 — 1,979,785 74,545 (2,052,502 ) 2,141,884 Accumulated other comprehensive loss — — (1,627 ) (201 ) — (1,828 ) Noncontrolling interests — — — — 26,746 26,746 Total equity 2,140,056 — 1,978,158 74,344 (2,025,756 ) 2,166,802 Total liabilities and equity $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 16,888,834 $ 19,954 $ (1,492 ) $ 16,907,296 COST OF SALES — — 16,412,642 1,491 (1,492 ) 16,412,641 OPERATING COSTS AND EXPENSES: Operating — — 194,048 7,020 — 201,068 General and administrative — — 97,552 577 — 98,129 Depreciation and amortization — — 198,119 10,901 — 209,020 (Gain) loss on disposal or impairment of assets, net — — (133,979 ) 116,875 — (17,104 ) Revaluation of liabilities — — 20,124 592 — 20,716 Operating Income (Loss) — — 100,328 (117,502 ) — (17,174 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 7,539 — — 7,539 Interest expense (142,159 ) — (56,988 ) (46 ) 45 (199,148 ) Loss on early extinguishment of liabilities, net (23,201 ) — — — — (23,201 ) Other income, net — — 7,753 19 (819 ) 6,953 (Loss) Income From Continuing Operations Before Income Taxes (165,360 ) — 58,632 (117,529 ) (774 ) (225,031 ) INCOME TAX EXPENSE — — (1,354 ) — — (1,354 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 94,485 — (116,224 ) — 21,739 — Loss From Continuing Operations (70,875 ) — (58,946 ) (117,529 ) 20,965 (226,385 ) Income From Discontinued Operations, Net of Tax — — 153,431 2,575 774 156,780 Net (Loss) Income (70,875 ) — 94,485 (114,954 ) 21,739 (69,605 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (240 ) (240 ) LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS (1,030 ) (1,030 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 20,469 $ (70,875 ) Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 12,688,354 $ 19,639 $ (790 ) $ 12,707,203 COST OF SALES — — 12,228,661 533 (790 ) 12,228,404 OPERATING COSTS AND EXPENSES: Operating — — 182,476 6,527 — 189,003 General and administrative — — 105,402 403 — 105,805 Depreciation and amortization — — 172,798 7,441 — 180,239 Gain on disposal or impairment of assets, net — — (208,890 ) — — (208,890 ) Revaluation of liabilities — — 6,305 412 — 6,717 Operating Income — — 201,602 4,323 — 205,925 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,830 — — 3,830 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (91,259 ) — (58,607 ) (174 ) 46 (149,994 ) Gain on early extinguishment of liabilities, net 8,507 — 16,220 — — 24,727 Other income, net — — 27,205 — (593 ) 26,612 (Loss) Income From Continuing Operations Before Income Taxes (82,752 ) — 175,885 4,149 (547 ) 96,735 INCOME TAX EXPENSE — — (1,933 ) — — (1,933 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 219,794 — (1,336 ) — (218,458 ) — Income From Continuing Operations 137,042 — 172,616 4,149 (219,005 ) 94,802 Income From Discontinued Operations, Net of Tax — — 47,178 1,347 547 49,072 Net Income 137,042 — 219,794 5,496 (218,458 ) 143,874 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,832 ) (6,832 ) NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ 137,042 $ — $ 219,794 $ 5,496 $ (225,290 ) $ 137,042 Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 11,329,210 $ 169,987 $ (30,551 ) $ 11,468,646 COST OF SALES — — 10,768,634 23,510 (30,351 ) 10,761,793 OPERATING COSTS AND EXPENSES: Operating — — 227,260 69,771 (200 ) 296,831 General and administrative — — 110,639 16,920 — 127,559 Depreciation and amortization — — 149,158 43,774 — 192,932 Loss on disposal or impairment of assets, net — — 303,559 17,344 — 320,903 Revaluation of liabilities — — (82,673 ) — — (82,673 ) Operating Loss — — (147,367 ) (1,332 ) — (148,699 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 4,902 11,747 — 16,649 Interest expense (43,493 ) — (82,045 ) (7,257 ) 46 (132,749 ) Gain on early extinguishment of liabilities, net — — 28,532 — — 28,532 Other income, net — — 4,536 295 (310 ) 4,521 (Loss) Income From Continuing Operations Before Income Taxes (43,493 ) — (191,442 ) 3,453 (264 ) (231,746 ) INCOME TAX BENEFIT (EXPENSE) — — 635 (207 ) — 428 EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES (155,436 ) — (7,011 ) — 162,447 — (Loss) Income From Continuing Operations (198,929 ) — (197,818 ) 3,246 162,183 (231,318 ) Income From Discontinued Operations, Net of Tax — — 42,382 1,575 264 44,221 Net (Loss) Income (198,929 ) — (155,436 ) 4,821 162,447 (187,097 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (11,832 ) (11,832 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 150,615 $ (198,929 ) Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 21,739 $ (69,605 ) Other comprehensive inco me (loss) — — 58 (45 ) — 13 Comprehensive (loss) income $ (70,875 ) $ — $ 94,543 $ (114,999 ) $ 21,739 $ (69,592 ) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 137,042 $ — $ 219,794 $ 5,496 $ (218,458 ) $ 143,874 Other comprehensive loss — — (1,626 ) (45 ) — (1,671 ) Comprehensive income $ 137,042 $ — $ 218,168 $ 5,451 $ (218,458 ) $ 142,203 Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 162,447 $ (187,097 ) Other comprehensive loss — — — (48 ) — (48 ) Comprehensive (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,773 $ 162,447 $ (187,145 ) Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (141,967 ) $ — $ 186,959 $ 9,411 $ (774 ) $ 53,629 Net cash provided by operating activities-discontinued operations — — 80,857 3,481 — 84,338 Net cash (used in) provided by operating activities (141,967 ) — 267,816 12,892 (774 ) 137,967 INVESTING ACTIVITIES: Capital expenditures — — (130,760 ) (3,001 ) — (133,761 ) Acquisitions, net of cash acquired — — 3,100 (22,997 ) — (19,897 ) Settlements of commodity derivatives — — (100,405 ) — — (100,405 ) Proceeds from sales of assets — — 33,844 — — 33,844 Proceeds from divestitures of businesses and investments — — 292,112 37,668 — 329,780 Transaction with an unconsolidated entity (Note 13) — — (6,424 ) — — (6,424 ) Investments in unconsolidated entities — — (21,465 ) — — (21,465 ) Distributions of capital from unconsolidated entities — — 11,969 — — 11,969 Repayments on loan for natural gas liquids facility — — 10,052 — — 10,052 Loan to affiliate — — (2,510 ) — — (2,510 ) Repayments on loan to affiliate — — 4,160 — — 4,160 Net cash provided by investing activities-continuing operations — — 93,673 11,670 — 105,343 Net cash provided by (used in) investing activities-discontinued operations — — 165,958 (719 ) — 165,239 Net cash provided by investing activities — — 259,631 10,951 — 270,582 FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,434,500 — — 2,434,500 Payments on revolving credit facilities — — (2,279,500 ) — — (2,279,500 ) Repayment and repurchase of senior secured and senior unsecured notes (486,699 ) — — — — (486,699 ) Payments on other long-term debt — — (877 ) — — (877 ) Debt issuance costs (692 ) — (2,008 ) — — (2,700 ) Contributions from noncontrolling interest owners, net — — — 23 — 23 Distributions to general and common unit partners and preferred unitholders (225,067 ) — — — — (225,067 ) Distributions to noncontrolling interest owners — — — (3,082 ) — (3,082 ) Proceeds from sale of preferred units, net of offering costs 202,731 — — — — 202,731 Repurchase of warrants (10,549 ) — — — — (10,549 ) Common unit repurchases and cancellations (15,817 ) — — — — (15,817 ) Payments for settlement and early extinguishment of liabilities — — (3,408 ) — — (3,408 ) Net changes in advances with consolidated entities 688,718 — (669,452 ) (20,040 ) 774 — Net cash provided by (used in) financing activities-continuing operations 152,625 — (520,745 ) (23,099 ) 774 (390,445 ) Net cash used in financing activities-discontinued operations — — (3,446 ) (390 ) — (3,836 ) Net cash provided by (used in) financing activities 152,625 — (524,191 ) (23,489 ) 774 (394,281 ) Net increase in cash and cash equivalents 10,658 — 3,256 354 — 14,268 Cash and cash equivalents, beginning of period 6,257 — 73 1,496 — 7,826 Cash and cash equivalents, end of period $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (749,250 ) $ — $ 635,322 $ 16,675 $ (547 ) $ (97,800 ) Net cash provided by operating activities-discontinued operations — — 67,733 5,029 — 72,762 Net cash (used in) provided by operating activities (749,250 ) — 703,055 21,704 (547 ) (25,038 ) INVESTING ACTIVITIES: Capital expenditures — — (338,569 ) (6,367 ) — (344,936 ) Acquisitions, net of cash acquired — — (41,928 ) — — (41,928 ) Settlements of commodity derivatives — — (37,086 ) — — (37,086 ) Proceeds from sales of assets — — 28,232 — — 28,232 Proceeds from divestitures of businesses and investments — — 112,370 22,000 — 134,370 Investments in unconsolidated entities — — (2,105 ) — — (2,105 ) Distributions of capital from unconsolidated entities — — 9,692 — — 9,692 Repayments on loan for natural gas liquids facility — — 8,916 — — 8,916 Loan to affiliate — — (3,200 ) — — (3,200 ) Repayments on loan to affiliate — — 655 — — 655 Payment to terminate development agreement — — (16,875 ) — — (16,875 ) Net cash (used in) provided by investing activities-continuing operations — — (279,898 ) 15,633 — (264,265 ) Net cash used in investing activities-discontinued operations — — (86,463 ) (12,398 ) — (98,861 ) Net cash (used in) provided by investing activities — — (366,361 ) 3,235 — (363,126 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,700,000 — — 1,700,000 Payments on revolving credit facilities — — (2,733,500 ) — — (2,733,500 ) Issuance of senior unsecured notes 1,200,000 — — — — 1,200,000 Repayment and repurchase of senior secured and senior unsecured notes (21,193 ) — — — — (21,193 ) Payments on other long-term debt — — (46,153 ) — — (46,153 ) Debt issuance costs (21,868 ) — (11,690 ) — — (33,558 ) Contributions from general partner 49 — — — — 49 Contributions from noncontrolling interest owners, net — — — 672 — 672 Distributions to general and common unit partners and preferred unitholders (181,581 ) — — — — (181,581 ) Distributions to noncontrolling interest owners — — — (3,292 ) — (3,292 ) Proceeds from sale of preferred units, net of offering costs 234,975 — — — — 234,975 Proceeds from sale of common units, net of offering costs 287,136 — — — — 287,136 Payments for settlement and early extinguishment of liabilities — — (28,468 ) — — (28,468 ) Net changes in advances with consolidated entities (767,760 ) — 788,334 (21,121 ) 547 — Net cash provided by (used in) financing activities-continuing operations 729,758 — (331,477 ) (23,741 ) 547 375,087 Net cash used in financing activities-discontinued operations — — (3,443 ) (190 ) — (3,633 ) Net cash provided by (used in) financing activities 729,758 — (334,920 ) (23,931 ) 547 371,454 Net (decrease) increase in cash and cash equivalents (19,492 ) — 1,774 1,008 — (16,710 ) Cash and cash equivalents, beginning of period 25,749 — (1,701 ) 488 — 24,536 Cash and cash equivalents, end of period $ 6,257 $ — $ 73 $ 1,496 $ — $ 7,826 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (75,446 ) $ — $ 253,385 $ 62,430 $ (264 ) $ 240,105 Net cash provided by operating activities-discontinued operations 624 — 110,022 3,513 — 114,159 Net cash (used in) provided by operating activities (74,822 ) — 363,407 65,943 (264 ) 354,264 INVESTING ACTIVITIES: Capital expenditures — — (581,813 ) (57,129 ) — (638,942 ) Acquisitions, net of cash acquired — — (208,864 ) — — (208,864 ) Settlements of commodity derivatives — — 104,924 — — 104,924 Proceeds from sales of assets — — 7,284 — — 7,284 Proceeds from divestitures of businesses and investments — — 343,135 — — 343,135 Investments in unconsolidated entities — — (4,480 ) (6,951 ) — (11,431 ) Distributions of capital from unconsolidated entities — — 11,031 4,761 — 15,792 Loan for natural gas liquids facility — — (3,913 ) — — (3,913 ) Repayments on loan for natural gas liquids facility — — 7,618 — — 7,618 Loan to affiliate — — (15,621 ) — — (15,621 ) Repayments on loan to affiliate — — 1,513 — — 1,513 Net cash used in investing activities-continuing operations — — (339,186 ) (59,319 ) — (398,505 ) Net cash used in investing activities-discontinued operations (624 ) — (43,778 ) (2,420 ) — (46,822 ) Net cash used in investing activities (624 ) — (382,964 ) (61,739 ) — (445,327 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,499,000 103,500 — 2,602,500 Payments on revolving credit facilities — — (2,041,500 ) (91,500 ) — (2,133,000 ) Repayment and repurchase of senior secured and senior unsecured notes (43,421 ) — — — — (43,421 ) Proceeds from borrowings under other long-term debt — — 45,873 7,350 — 53,223 Payments on other long-term debt — — (1,834 ) (255 ) — (2,089 ) Debt issuance costs (3,493 ) — (6,744 ) — — (10,237 ) Contributions from general partner 54 — — — — 54 Contributions from noncontrolling interest owners, net (3,829 ) — — 15,376 — 11,547 Distributions to general and common unit partners and preferred unitholders (322,007 ) — — — — (322,007 ) Distributions to noncontrolling interest owners — — — (35,720 ) — (35,720 ) Common unit repurchases and cancellations (17,680 ) — — — — (17,680 ) Taxes paid on behalf of equity incentive plan participants — — (19,395 ) — — (19,395 ) Net changes in advances with consolidated entities 462,456 — (459,553 ) (3,167 ) 264 — Other — — (43 ) (29 ) — (72 ) Net cash provided by (used in) financing activities-continuing operations 72,080 — 15,804 (4,445 ) 264 83,703 Net cash used in financing activities-discontinued operations — — (2,928 ) (70 ) — (2,998 ) Net cash provided by (used in) financing activities 72,080 — 12,876 (4,515 ) 264 80,705 Net decrease in cash and cash equivalents (3,366 ) — (6,681 ) (311 ) — (10,358 ) Cash and cash equivalents, beginning of period 29,115 — 4,980 799 — 34,894 Cash and cash equivalents, end of period $ 25,749 $ — $ (1,701 ) $ 488 $ — $ 24,536 |