Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 30, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37365 | |
Entity Registrant Name | Tallgrass Energy, LP | |
City Area Code | 913 | |
Local Phone Number | 928-6060 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3159268 | |
Entity Address, Address Line One | 4200 W. 115th Street, Suite 350 | |
Entity Address, City or Town | Leawood, | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
Title of 12(b) Security | Class A Shares Representing Limited Partner Interests | |
Trading Symbol | TGE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001633651 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 179,197,416 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 102,136,875 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 15,967 | $ 9,596 |
Receivables, Net, Current | 246,293 | 236,097 |
Inventories | 41,028 | 34,316 |
Prepayments and other current assets | 14,785 | 11,816 |
Total Current Assets | 318,073 | 291,825 |
Property, plant and equipment, net | 2,865,107 | 2,802,429 |
Goodwill | 441,361 | 421,983 |
Intangible assets, net | 246,684 | 227,103 |
Unconsolidated investments | 1,964,949 | 1,861,686 |
Deferred tax asset | 334,970 | 273,531 |
Deferred charges and other assets | 31,753 | 14,952 |
Total Assets | 6,202,897 | 5,893,509 |
Current Liabilities: | ||
Accounts payable | 196,033 | 201,512 |
Accrued taxes | 28,427 | 20,734 |
Accrued interest | 24,012 | 39,217 |
Accrued liabilities | 21,795 | 23,287 |
Deferred revenue | 125,198 | 111,095 |
Other current liabilities | 41,759 | 42,910 |
Total Current Liabilities | 437,224 | 438,755 |
Long-term debt, net | 3,451,268 | 3,205,958 |
Other long-term liabilities and deferred credits | 53,357 | 31,688 |
Total Long-term Liabilities | 3,504,625 | 3,237,646 |
Commitments and Contingencies | ||
Equity [Abstract] | ||
Total Partners' Equity | 1,848,872 | 1,725,537 |
Noncontrolling interests (a) | 412,176 | 491,571 |
Total Equity | 2,261,048 | 2,217,108 |
Total Liabilities and Equity | 6,202,897 | 5,893,509 |
Common Class A | ||
Equity [Abstract] | ||
Total Partners' Equity | 1,848,872 | 1,725,537 |
Common Class B | ||
Equity [Abstract] | ||
Total Partners' Equity | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common Class A | ||
Shares, Outstanding | 179,197,416 | 156,311,986 |
Common Class B | ||
Shares, Outstanding | 102,136,875 | 123,887,893 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Total Revenues | $ 226,709,000 | $ 200,320,000 | $ 635,585,000 | $ 573,003,000 |
Operating Costs and Expenses: | ||||
Operations and maintenance | 22,657,000 | 18,011,000 | 64,175,000 | 52,850,000 |
Depreciation and amortization | 31,797,000 | 27,595,000 | 95,778,000 | 81,408,000 |
General and administrative | 21,439,000 | 16,015,000 | 72,426,000 | 53,526,000 |
Taxes, other than income taxes | 8,183,000 | 7,750,000 | 26,892,000 | 25,091,000 |
(Gain) loss on disposal of assets | 0 | 279,000 | (242,000) | 9,417,000 |
Total Operating Costs and Expenses | 120,843,000 | 110,236,000 | 369,659,000 | 321,731,000 |
Operating Income | 105,866,000 | 90,084,000 | 265,926,000 | 251,272,000 |
Other Income (Expense): | ||||
Equity in earnings of unconsolidated investments | 86,349,000 | 76,268,000 | 273,883,000 | 222,857,000 |
Interest expense, net | (41,625,000) | (34,019,000) | (121,925,000) | (95,062,000) |
Other income (expense), net | 476,000 | (1,624,000) | 851,000 | (843,000) |
Total Other Income (Expense) | 45,200,000 | 40,625,000 | 152,809,000 | 126,952,000 |
Net income before tax | 151,066,000 | 130,709,000 | 418,735,000 | 378,224,000 |
Income tax expense | (22,577,000) | (11,997,000) | (61,624,000) | (35,498,000) |
Net income | 128,489,000 | 118,712,000 | 357,111,000 | 342,726,000 |
Net income attributable to noncontrolling interests | (55,965,000) | (59,162,000) | (162,381,000) | (265,378,000) |
Net income attributable to TGE | $ 72,524,000 | $ 59,550,000 | $ 194,730,000 | $ 77,348,000 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Basic net income per Class A share | $ 0.40 | $ 0.38 | $ 1.12 | $ 0.85 |
Diluted net income per Class A share | $ 0.40 | $ 0.38 | $ 1.12 | $ 0.85 |
Basic average number of Class A shares outstanding | 179,197 | 155,001 | 173,322 | 91,183 |
Diluted average number of Class A shares outstanding | 180,155 | 156,088 | 174,756 | 92,661 |
Crude oil transportation services | ||||
Revenues: | ||||
Total Revenues | $ 112,126,000 | $ 100,226,000 | $ 306,738,000 | $ 286,130,000 |
Natural gas transportation services | ||||
Revenues: | ||||
Total Revenues | 30,312,000 | 30,953,000 | 96,173,000 | 94,623,000 |
Sales of natural gas, NGLs, and crude oil | ||||
Revenues: | ||||
Total Revenues | 39,902,000 | 44,072,000 | 116,609,000 | 119,467,000 |
Processing and other revenues | ||||
Revenues: | ||||
Total Revenues | 44,369,000 | 25,069,000 | 116,065,000 | 72,783,000 |
Cost of sales | ||||
Operating Costs and Expenses: | ||||
Cost of sales and transportation services | 17,664,000 | 28,556,000 | 56,217,000 | 82,601,000 |
Cost of transportation services | ||||
Operating Costs and Expenses: | ||||
Cost of sales and transportation services | $ 19,103,000 | $ 12,588,000 | $ 53,929,000 | $ 35,672,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) | Total | Tallgrass Energy Partners, LP | Tallgrass Pony Express Pipeline, LLC | Rockies Express Pipeline LLC | CES Holding Company, Inc. | Noncontrolling Interest | Noncontrolling InterestTallgrass Energy Partners, LP | Noncontrolling InterestTallgrass Pony Express Pipeline, LLC | Noncontrolling InterestRockies Express Pipeline LLC | Noncontrolling InterestCES Holding Company, Inc. | Common Class A | Common Class ATallgrass Energy Partners, LP | Common Class ATallgrass Pony Express Pipeline, LLC | Common Class ARockies Express Pipeline LLC | Common Class ACES Holding Company, Inc. | Common Class B | Common Class BTallgrass Energy Partners, LP | Common Class BTallgrass Pony Express Pipeline, LLC | Common Class BRockies Express Pipeline LLC | Common Class BCES Holding Company, Inc. |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,721,179,000 | $ 1,672,566,000 | $ 48,613,000 | $ 0 | ||||||||||||||||
Net income | 114,313,000 | 97,578,000 | 16,735,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (21,346,000) | 0 | (21,346,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (89,073,000) | (89,073,000) | 0 | 0 | ||||||||||||||||
Contributions from noncontrolling interests | 183,000 | 183,000 | 0 | 0 | ||||||||||||||||
Noncash compensation expense | (3,322,000) | (2,917,000) | (405,000) | 0 | ||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 31,843,000 | 31,843,000 | 0 | 0 | ||||||||||||||||
Issuance of TEP units to the public, net of offering costs | $ (45,000) | $ (40,000) | $ (5,000) | $ 0 | ||||||||||||||||
Acquisition of additional TEP common units from TD | 251,743,000 | 189,520,000 | 62,223,000 | 0 | ||||||||||||||||
Issuance of Tallgrass Equity units | 644,782,000 | 644,782,000 | 0 | 0 | ||||||||||||||||
Acquisitions | $ (50,000,000) | $ 108,537,000 | $ (44,732,000) | $ 74,421,000 | $ (5,268,000) | $ 34,116,000 | $ 0 | $ 0 | ||||||||||||
Net income | 342,726,000 | |||||||||||||||||||
Distributions to noncontrolling interests | (4,600,000) | (262,900,000) | ||||||||||||||||||
Contributions from noncontrolling interests | 200,000 | |||||||||||||||||||
Acquisitions | $ 16,200,000 | $ 108,500,000 | ||||||||||||||||||
Other Significant Noncash Transaction, Value of Consideration Given | 0 | |||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,256,083,000 | 2,240,468,000 | 15,615,000 | 0 | ||||||||||||||||
Net income | 109,701,000 | 108,638,000 | 1,063,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (28,316,000) | 0 | (28,316,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (109,764,000) | (109,764,000) | 0 | 0 | ||||||||||||||||
Noncash compensation expense | (206,000) | (280,000) | 74,000 | 0 | ||||||||||||||||
LTIP shares tendered by employees to satisfy tax withholding obligations | (1,721,000) | (1,531,000) | (190,000) | 0 | ||||||||||||||||
Deferred tax asset | 7,664,000 | 0 | 7,664,000 | 0 | ||||||||||||||||
Conversion of Class B shares to Class A shares | 0 | 13,402,000 | (13,402,000) | 0 | ||||||||||||||||
Issuance of TEP units to the public, net of offering costs | (203,000) | (181,000) | (22,000) | 0 | ||||||||||||||||
Other Significant Noncash Transaction, Value of Consideration Given | (2,113,758,000) | (1,762,327,000) | (351,431,000) | 0 | ||||||||||||||||
Issuance of Class A shares | 2,113,758,000 | 0 | 2,113,758,000 | 0 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,233,650,000 | 488,985,000 | 1,744,665,000 | 0 | ||||||||||||||||
Net income | 118,712,000 | 59,162,000 | 59,550,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (77,052,000) | 0 | (77,052,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (64,019,000) | (64,019,000) | 0 | 0 | ||||||||||||||||
Noncash compensation expense | (2,047,000) | 0 | (2,047,000) | 0 | ||||||||||||||||
Deferred tax asset | 5,839,000 | 0 | 5,839,000 | 0 | ||||||||||||||||
Conversion of Class B shares to Class A shares | 0 | (3,267,000) | 3,267,000 | 0 | ||||||||||||||||
Issuance of TEP units to the public, net of offering costs | $ (129,000) | $ (58,000) | $ (71,000) | $ 0 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,219,048,000 | 480,803,000 | 1,738,245,000 | 0 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,217,108,000 | 491,571,000 | 1,725,537,000 | 0 | ||||||||||||||||
Net income | 102,392,000 | 51,805,000 | 50,587,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (81,304,000) | 0 | (81,304,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (66,625,000) | (66,625,000) | 0 | 0 | ||||||||||||||||
Contributions from noncontrolling interests | 1,282,000 | 1,282,000 | 0 | 0 | ||||||||||||||||
Noncash compensation expense | 17,120,000 | 0 | (17,120,000) | 0 | ||||||||||||||||
LTIP shares tendered by employees to satisfy tax withholding obligations | (13,260,000) | 0 | (13,260,000) | 0 | ||||||||||||||||
Deferred tax asset | 123,051,000 | 0 | 123,051,000 | 0 | ||||||||||||||||
Conversion of Class B shares to Class A shares | 0 | (68,614,000) | 68,614,000 | 0 | ||||||||||||||||
Net income | 357,111,000 | |||||||||||||||||||
Distributions to noncontrolling interests | (5,200,000) | (178,900,000) | ||||||||||||||||||
Contributions from noncontrolling interests | 2,300,000 | |||||||||||||||||||
Other Significant Noncash Transaction, Value of Consideration Given | (122,504,000) | |||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,299,764,000 | 409,419,000 | 1,890,345,000 | 0 | ||||||||||||||||
Net income | 126,230,000 | 54,611,000 | 71,619,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (94,975,000) | 0 | (94,975,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (55,870,000) | (55,870,000) | 0 | 0 | ||||||||||||||||
Noncash compensation expense | 3,450,000 | 0 | (3,450,000) | 0 | ||||||||||||||||
Acquisitions | $ 3,400,000 | $ 3,400,000 | $ 0 | $ 0 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,281,999,000 | 411,560,000 | 1,870,439,000 | 0 | ||||||||||||||||
Net income | 128,489,000 | 55,965,000 | 72,524,000 | 0 | ||||||||||||||||
Dividends paid to Class A shareholders | (96,767,000) | 0 | (96,767,000) | 0 | ||||||||||||||||
Distributions to noncontrolling interests | (56,390,000) | (56,390,000) | 0 | 0 | ||||||||||||||||
Contributions from noncontrolling interests | 1,041,000 | 1,041,000 | 0 | 0 | ||||||||||||||||
Noncash compensation expense | (2,676,000) | 0 | (2,676,000) | 0 | ||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,261,048,000 | $ 412,176,000 | $ 1,848,872,000 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 357,111 | $ 342,726 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | ||
Depreciation and amortization | 100,818 | 86,121 |
Equity in earnings of unconsolidated investments | (273,883) | (222,857) |
Distributions from unconsolidated investments | 274,511 | 222,082 |
Deferred income tax expense | 61,386 | 35,498 |
Noncash compensation expense | 23,246 | 6,770 |
Other noncash items, net | 107 | (11,451) |
Changes in components of working capital | ||
Accounts receivable and other | (12,406) | (115,330) |
Accounts payable and accrued liabilities | (8,287) | 104,920 |
Deferred revenue | 14,139 | 14,265 |
Other current assets and liabilities | 9,136 | (1,682) |
Other operating, net | (9,398) | 1,965 |
Net Cash Provided by Operating Activities | 518,208 | 466,391 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (225,462) | (265,073) |
Distributions from unconsolidated investments in excess of cumulative earnings | 95,179 | 60,720 |
Contributions to unconsolidated investments | (75,179) | (444,788) |
Sale of Tallgrass Crude Gathering | 0 | 50,046 |
Other investing, net | (42) | (12,304) |
Net Cash Provided by (Used in) Investing Activities | (290,920) | (756,499) |
Net Cash Used in Financing Activities | ||
Dividends paid to Class A shareholders | (273,046) | (126,714) |
Borrowings under revolving credit facilities, net | 243,000 | 244,000 |
Distributions to noncontrolling interests | 178,885 | 262,856 |
TGE LTIP shares tendered by employees to satisfy tax withholding obligations | (13,260) | 0 |
Proceeds from Issuance of Senior Long-term Debt | 0 | 500,000 |
Acquisition of Pony Express membership interest | 0 | (50,000) |
Other financing, net | 1,274 | (11,394) |
Net Cash Used in Financing Activities | (220,917) | 293,036 |
Net Change in Cash and Cash Equivalents | ||
Net Change in Cash and Cash Equivalents | 6,371 | 2,928 |
Cash and Cash Equivalents, beginning of period | 9,596 | 2,593 |
Cash and Cash Equivalents, end of period | 15,967 | 5,521 |
Supplemental Cash Flow Disclosures | ||
Other Significant Noncash Transaction, Value of Consideration Given | (122,504) | 0 |
Accruals for property, plant and equipment | 13,134 | 8,517 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 10,045 | 0 |
Shares Issued | 0 | 644,782 |
Issuance of Noncontrolling Interest in Subsidiary in Exchange for Membership Interest | 0 | 31,843 |
Noncash Acquisition, Contribution of membership interest | 0 | (19,500) |
Common Class A | ||
Supplemental Cash Flow Disclosures | ||
Shares Issued | 0 | 2,113,758 |
Powder River Gateway | ||
Cash Flows from Investing Activities: | ||
Contributions to unconsolidated investments | (37,000) | 0 |
Pawnee Terminal, LLC | ||
Cash Flows from Investing Activities: | ||
Contributions to unconsolidated investments | 0 | (30,600) |
Deeprock North, LLC | ||
Cash Flows from Investing Activities: | ||
Contributions to unconsolidated investments | 0 | (19,500) |
Rockies Express Pipeline LLC | ||
Adjustments to reconcile net income to net cash flows provided by operating activities: | ||
Equity in earnings of unconsolidated investments | (267,200) | |
Cash Flows from Investing Activities: | ||
Contributions to unconsolidated investments | (49,900) | |
Supplemental Cash Flow Disclosures | ||
Other Significant Noncash Transaction, Value of Consideration Given | 0 | (393,039) |
CES Holding Company, Inc. | ||
Cash Flows from Investing Activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | (48,416) | 0 |
BNN North Dakota | ||
Cash Flows from Investing Activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (95,000) |
Tallgrass Energy Partners, LP | ||
Supplemental Cash Flow Disclosures | ||
Other Significant Noncash Transaction, Value of Consideration Given | $ 0 | $ (2,365,501) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Tallgrass Energy, LP ("TGE"), is a limited partnership that owns, operates, acquires and develops midstream energy assets in North America and has elected to be treated as a corporation for U.S. federal income tax purposes. "We," "us," "our" and similar terms refer to TGE together with its consolidated subsidiaries. Our operations are conducted through, and our operating assets are owned by, our direct and indirect subsidiaries, including Tallgrass Equity, LLC ("Tallgrass Equity"), in which we directly own an approximate 63.70% membership interest as of September 30, 2019 , and Tallgrass Energy Partners, LP ("TEP"), a wholly-owned subsidiary of Tallgrass Equity and its subsidiaries. We are located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford, Bakken, Marcellus, and Utica shale formations. Our reportable business segments are: • Natural Gas Transportation—the ownership and operation of FERC-regulated interstate natural gas pipelines and an integrated natural gas storage facility; • Crude Oil Transportation—the ownership and operation of FERC-regulated crude oil pipeline systems; and • Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil storage and terminalling facilities; the provision of water business services primarily to the oil and gas exploration and production industry; the transportation of NGLs; and the marketing of crude oil and NGLs. Natural Gas Transportation. We provide natural gas transportation and storage services for customers in the Rocky Mountain, Midwest and Appalachian regions of the United States through: (1) our 75% membership interest in Rockies Express Pipeline LLC ("Rockies Express"), which owns the Rockies Express Pipeline, a FERC-regulated natural gas pipeline system extending from Opal, Wyoming and Meeker, Colorado to Clarington, Ohio (the "Rockies Express Pipeline"), and our 100% membership interest in Tallgrass NatGas Operator, LLC ("NatGas"), which operates the Rockies Express Pipeline, (2) the Tallgrass Interstate Gas Transmission system, a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming (the "TIGT System"), and (3) the Trailblazer Pipeline system, a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska (the "Trailblazer Pipeline"). Crude Oil Transportation. We provide crude oil transportation to customers in Wyoming, Colorado, Kansas, and the surrounding regions through (1) Tallgrass Pony Express Pipeline, LLC ("Pony Express"), which owns a FERC-regulated crude oil pipeline commencing in both Guernsey, Wyoming and Weld County, Colorado and terminating in Cushing, Oklahoma (the "Pony Express System") and (2) our 51% membership interest in Powder River Gateway, LLC ("Powder River Gateway"), which owns the Powder River Express Pipeline ("PRE Pipeline"), a 70 -mile FERC-regulated crude oil pipeline that transports crude oil from the Powder River Basin to Guernsey, Wyoming, the Iron Horse Pipeline ("Iron Horse Pipeline"), a 80 -mile FERC-regulated crude oil pipeline placed into service in May 2019 that transports crude oil from the Powder River Basin to Guernsey, Wyoming, and crude oil terminal facilities in Guernsey, Wyoming. Gathering, Processing & Terminalling. We provide natural gas gathering and processing services for customers in Wyoming through (collectively, the "Midstream Facilities"): (1) a natural gas gathering system in the Powder River Basin (the "Douglas Gathering System"), (2) natural gas processing facilities in Casper and Douglas, and (3) a natural gas treating facility at West Frenchie Draw. We also provide NGL transportation services in Northeast Colorado and Wyoming. We perform water business services, including freshwater transportation and produced water gathering and disposal, in Colorado, Texas, Wyoming, North Dakota, and Ohio through BNN Water Solutions, LLC ("Water Solutions"), and crude oil storage and terminalling services through our 100% membership interest in Tallgrass Terminals, LLC ("Terminals"), which owns and operates crude oil terminals in Colorado, Oklahoma, and Kansas . The Gathering, Processing & Terminalling segment also includes Stanchion Energy, LLC ("Stanchion"), which transacts in crude oil. Blackstone Acquisition On March 11, 2019, pursuant to the terms of a previously announced definitive purchase agreement (the "Purchase Agreement"), dated January 30, 2019, entered into among acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners ("BIP" and, acquisition vehicles controlled by BIP, collectively, the "Sponsor Entities"), affiliates of Kelso & Co., affiliates of The Energy & Minerals Group, Tallgrass KC, LLC, an entity owned by certain members of our management, and the other sellers named therein (collectively, the "Sellers"), certain of the Sponsor Entities acquired from the Sellers (i) 100% of the membership interests in our general partner, (ii) 21,751,018 Class A shares representing limited partner interests ("Class A shares") in us, (iii) 100,655,121 units representing limited liability company interests ("TE Units") in Tallgrass Equity, and (iv) 100,655,121 Class B shares representing limited partner interests ("Class B shares") in us, in exchange for aggregate consideration of approximately $3.2 billion in cash, which was paid to the Sellers (the "Blackstone Acquisition"). As a result of the Blackstone Acquisition, BIP effectively controls our business and affairs through the ownership of 100% of the membership interests in our general partner and the exercise of the rights of such sole member. Additionally, the Sponsor Entities collectively held an approximate 44.2% economic interest in us as of September 30, 2019 . Take Private Proposal On August 27, 2019, the board of directors of our general partner received a non-binding preliminary proposal letter from the Sponsor Entities to acquire all of our outstanding Class A shares not already owned by the Sponsor Entities for $19.50 per Class A share (the "Proposal"). The Proposal continues to be reviewed, evaluated and negotiated by members of an independent conflicts committee of the board of directors of our general partner. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation These condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2019 and 2018 were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board's Accounting Standards Codification, the single source of accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP for annual periods. The condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair statement of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Our financial results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019 . The accompanying condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K") filed with the SEC on February 8, 2019. The condensed consolidated financial statements include the accounts of TGE and its subsidiaries and controlled affiliates. Intra-entity items have been eliminated in the presentation. Net income or loss from consolidated subsidiaries that are not wholly-owned by TGE is attributed to TGE and noncontrolling interests in accordance with the respective ownership interests. We have no elements of other comprehensive income for the periods presented. Use of Estimates Certain amounts included in or affecting these condensed consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Income Taxes During the nine months ended September 30, 2019 , we recognized an additional deferred tax asset of $123.1 million upon exercise of the Exchange Right, as discussed in Note 11 – Partnership Equity , with respect to 21,751,018 Class B shares to Class A shares in connection with the Blackstone Acquisition discussed in Note 1 – Description of Business . As a result of the increased income allocated to TGE resulting from our increased ownership in TEP following the merger transaction effective June 30, 2018 and the exercise of the Exchange Right effective March 11, 2019, our annual effective tax rate increased from 9.02% for the nine months ended September 30, 2018 to 14.79% for the nine months ended September 30, 2019 . As discussed in Note 3 – Acquisitions , a newly formed indirect subsidiary of TGE acquired the outstanding stock of an entity classified as a C corporation for U.S. federal income tax purposes effective May 1, 2019. As a result, we recognized approximately $237,000 of current income taxes during the three months ended September 30, 2019 . Accounting Pronouncement Recently Adopted ASU No. 2016-02, "Leases (Topic 842)" In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 provides a comprehensive update to the lease accounting topic in the Codification intended to increase transparency and comparability among organizations by recognizing right-of-use ("ROU") assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in ASU 2016-02 include a revised definition of a lease as well as certain scope exceptions. The changes primarily impact lessee accounting, while lessor accounting is largely unchanged from previous GAAP. Management has completed its evaluation and implemented the revised guidance using the modified retrospective method as of January 1, 2019. This approach allows us to (i) initially apply ASC 842 at the adoption date, January 1, 2019 and (ii) continue reporting comparative periods presented in the financial statements in the period of adoption under ASC 840. Accordingly, we will not recast comparative periods in the condensed consolidated financial statements. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We have also elected the following practical expedients: (a) the land easement practical expedient, allowing us to carry forward our accounting treatment for existing land easements as property, plant and equipment, (b) the practical expedient for short-term leases, allowing us to not recognize ROU assets or lease liabilities for leases with a term of 12 months or less, and (c) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease. Excluding ROU assets and lease liabilities relating to agreements between consolidated subsidiaries, adoption of the new standard resulted in the recognition of ROU assets of approximately $2.3 million , and current and non-current lease liabilities of approximately $0.6 million and $1.7 million , respectively, for operating leases as of January 1, 2019. Our accounting for finance leases remained substantially unchanged. The adoption of this guidance had no impact to our cash flows from operating, investing, or financing activities. For additional information see Note 13 – Leases . Accounting Pronouncements Not Yet Adopted ASU No. 2016-13, "Financial Instruments–Credit Losses (Topic 326)" In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326). ASU 2016-13 amends current measurement techniques used to estimate credit losses for financial assets. The amendments in ASU 2016-13 are effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of ASU 2016-13 but do not anticipate a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition of Central Environmental Services In April 2019, BNN Eastern, LLC ("BNN Eastern"), a newly formed indirect subsidiary of TGE, entered into a Stock Purchase Agreement to acquire all of the outstanding stock of CES Holding Company, Inc., which owns all of the issued and outstanding membership interests of K & H Partners LLC, a company doing business as Central Environmental Services ("CES"). CES Holding Company, Inc. is a C corporation for U.S. federal income tax purposes and is considered a taxable entity for such purposes. CES owns and operates a salt water disposal facility located in the Utica and Marcellus area of Ohio. On May 1, 2019, the acquisition closed for cash consideration of approximately $52 million paid at closing, and the issuance of a 7.65% membership interest in BNN Eastern to one of the sellers in the transaction. In addition, the transaction includes a potential earn out payment to the sellers of approximately $3 million based on the achievement of certain milestones during 2019, which is payable in cash or in additional membership interests in BNN Eastern. The transaction qualifies as an acquisition of a business and is accounted for as a business combination under ASC 805. The following represents the fair value of assets acquired and liabilities assumed: Preliminary Adjustments Final (in thousands) Accounts receivable $ 1,391 $ — $ 1,391 Prepayments 67 — 67 Property, plant and equipment 6,900 4,400 11,300 Intangible asset 35,800 (2,900 ) 32,900 (1) Accounts payable and accrued liabilities (1,518 ) — (1,518 ) (2) Deferred tax liability (8,557 ) (189 ) (8,746 ) Net identifiable assets acquired 34,083 1,311 35,394 Goodwill 17,734 (1,311 ) 16,423 Net assets acquired (excluding cash) $ 51,817 $ — $ 51,817 (1) The $32.9 million intangible asset acquired represents customer relationships and is amortized on a straight-line basis over a period of 8 years. (2) Includes the estimated fair value of the liability for contingent consideration of $0.7 million . At June 30, 2019, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. During the three months ended September 30, 2019, the preliminary purchase price allocation was adjusted to reflect additional information obtained with respect to the property, plant and equipment acquired. The purchase price allocation was considered final as of September 30, 2019. The 7.65% equity interest in BNN Eastern held by noncontrolling interests was recorded at its acquisition date fair value of $3.4 million . The fair value of the noncontrolling interests were determined using a discounted cash flow analysis and adjusted for lack of control. These fair value measurements are based on significant inputs, such as forecasted cash flows and discount rates, that are not observable in the market and thus represent fair value measurements categorized within Level 3 of the fair value hierarchy under ASC 820. The goodwill recognized of $16.4 million is primarily attributed to synergies expected from combining the operations of TGE and CES. All the goodwill was assigned to our Gathering, Processing & Terminalling segment. Actual revenue and net income attributable to TGE from CES of $2.4 million and $0.8 million , respectively, was recognized in the accompanying condensed consolidated statements of income for the three months ended September 30, 2019 . Actual revenue and net income attributable to TGE from CES of $4.5 million and $0.9 million , respectively, was recognized in the accompanying condensed consolidated statements of income for the period from May 1, 2019 to September 30, 2019 . Pro Forma Financial Information Unaudited pro forma revenue and net income attributable to TGE for the three and nine months ended September 30, 2019 and 2018 is presented below as if the acquisition of CES had been completed on January 1, 2018. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Revenue $ 226,709 $ 205,016 $ 640,377 $ 583,788 Net income attributable to TGE $ 72,524 $ 60,641 $ 195,565 $ 78,695 The pro forma financial information is not necessarily indicative of what the actual results of operations or financial position of TGE would have been if the transaction had in fact occurred on the date or for the period indicated, nor does it purport to project the results of operations or financial position of TGE for any future periods or as of any date. The pro forma financial information does not give effect to any cost savings, operating synergies, or revenue enhancements expected to result from the transaction or the costs to achieve these cost savings, operating synergies, and revenue enhancements. Joint Venture with Silver Creek In February 2018, we entered into an agreement with Silver Creek Midstream, LLC ("Silver Creek") to form Iron Horse Pipeline, LLC ("Iron Horse"), which owns the Iron Horse Pipeline. Effective January 1, 2019, the joint venture between us and Silver Creek was expanded through contributions to Powder River Gateway, a newly formed entity. We contributed our 75% membership interest in Iron Horse with a carrying value of $35.6 million , $37 million in cash, and various other assets, including terminal facilities under construction in Guernsey, Wyoming, valued at $86.9 million . Silver Creek contributed the PRE Pipeline and related terminal facilities in Guernsey, Wyoming, as well as their 25% membership interest in Iron Horse. Following the expansion of the joint venture, we own a 51% membership interest in Powder River Gateway and continue to operate the joint venture, while Silver Creek owns a 49% membership interest in Powder River Gateway. As Silver Creek retained certain participating rights with respect to Powder River Gateway, the 51% membership interest does not represent a controlling interest in Powder River Gateway. Accordingly, our investment in Powder River Gateway is accounted for under the equity method of accounting and reported as "Unconsolidated investments" on the condensed consolidated balance sheets. Consolidation of BNN Colorado Water At December 31, 2018, the assets acquired and liabilities assumed as a result of the consolidation of BNN Colorado Water, LLC ("BNN Colorado") were recorded at provisional amounts based on the preliminary purchase price allocation. No adjustments were made to these provisional amounts and the allocation of assets acquired and liabilities assumed in the acquisition was considered final as of June 30, 2019. Acquisition of NGL Water Solutions Bakken In November 2018, we acquired 100% of the membership interests in NGL Water Solutions Bakken, LLC ("NGL Water Solutions Bakken"), a produced water disposal system in the Bakken basin, for cash consideration of approximately $91.0 million , subject to working capital adjustments. NGL Water Solutions Bakken was subsequently merged into BNN North Dakota, LLC ("BNN North Dakota"). The transaction qualifies as an acquisition of a business and is accounted for as a business combination under ASC 805. The following represents the fair value of assets acquired and liabilities assumed: Preliminary Adjustments Final (in thousands) Accounts receivable $ 3,599 $ (3,599 ) $ — Prepayments and other current assets 5 — 5 Property, plant and equipment 17,200 — 17,200 Intangible asset 54,000 — 54,000 Accounts payable and accrued liabilities (949 ) 644 (305 ) Net identifiable assets acquired 73,855 (2,955 ) 70,900 Goodwill 17,145 2,955 20,100 Net assets acquired $ 91,000 $ — $ 91,000 At December 31, 2018, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. During the six months ended June 30, 2019, the preliminary purchase price allocation was adjusted for certain immaterial items related to working capital adjustments and the allocation of assets acquired and liabilities assumed in the acquisition was considered final as of June 30, 2019. Acquisition of Plaquemines Liquids Terminal, LLC In November 2018, we entered into a joint venture agreement with Drexel Hamilton Infrastructure Fund I, L.P. ("DHIF") to jointly own Plaquemines Liquids Terminal, LLC ("PLT"). PLT was formed with the intention of entering into agreements to develop a storage and terminalling facility. If developed, the facility is expected to be capable of offering up to 20 million barrels of storage for both crude oil and refined products and export facilities capable of loading Suezmax and Very Large Crude Carriers vessels for international delivery. In connection with our acquisition of a 100% preferred membership interest and a 80% common membership interest in PLT, we recognized liabilities related to DHIF's right to receive special distributions totaling $35 million , of which $25 million is included in "Other current liabilities" and the remaining $10 million is included in "Other long-term liabilities and deferred credits" in the condensed consolidated balance sheets. The special distributions are contingent upon PLT reaching certain milestones in the development and construction of the project facilities. Also in November 2018, PLT entered into an agreement with the Plaquemines Port & Harbor Terminal District to lease the land site on which PLT expects to construct the facilities. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Totals of transactions with affiliated companies, excluding transactions disclosed elsewhere in these notes, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Processing and other revenues (1) $ 2,020 $ 1,838 $ 5,830 $ 5,603 Cost of transportation services (2) $ 210 $ — $ 730 $ — (1) Reflects the fee that NatGas receives as the operator of the Rockies Express Pipeline. (2) Reflects rent expense for crude oil storage and terminalling services provided by Powder River Gateway. Details of balances with affiliates included in "Accounts receivable, net" in the condensed consolidated balance sheets are as follows: September 30, 2019 December 31, 2018 (in thousands) Receivable from related parties: Rockies Express Pipeline LLC $ 2,900 $ 3,447 Powder River Gateway, LLC 379 — Pawnee Terminal, LLC 100 115 Iron Horse Pipeline, LLC — 186 Total receivable from related parties $ 3,379 $ 3,748 Details of gas imbalances with affiliated shippers included in "Prepayments and other current assets" and "Other current liabilities" in the condensed consolidated balance sheets are as follows: September 30, 2019 December 31, 2018 (in thousands) Affiliate gas imbalance receivables $ 30 $ 19 Affiliate gas imbalance payables $ 875 $ 742 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | The components of inventory at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Crude oil $ 30,158 $ 23,205 Materials and supplies 7,747 8,206 Gas in underground storage 2,650 2,740 Natural gas liquids 473 165 Total inventory $ 41,028 $ 34,316 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | A summary of net property, plant and equipment by classification is as follows: September 30, 2019 December 31, 2018 (in thousands) Crude oil pipelines $ 1,365,353 $ 1,313,976 Gathering, processing and terminalling assets 970,749 889,168 Natural gas pipelines 624,489 607,343 General and other (1) 172,708 180,299 Construction work in progress 188,320 191,994 Accumulated depreciation and amortization (456,512 ) (380,351 ) Total property, plant and equipment, net $ 2,865,107 $ 2,802,429 (1) Includes approximately $30.7 million of land associated with the PLT capital lease as discussed in Note 13 – Leases . |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Our investment in Rockies Express is recorded under the equity method of accounting and is reported as "Unconsolidated investments" on our condensed consolidated balance sheets. During the nine months ended September 30, 2019 , we recognized equity in earnings associated with our 75% membership interest in Rockies Express of $267.2 million , inclusive of the amortization of the negative basis difference, and received distributions from and made contributions to Rockies Express of $361.2 million and $49.9 million , respectively. Summarized financial information for Rockies Express is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Revenue $ 233,010 $ 225,753 $ 696,094 $ 683,426 Operating income $ 130,908 $ 127,119 $ 397,629 $ 385,831 Net income to Members $ 100,968 $ 90,707 $ 322,212 $ 270,338 Rockies Express Senior Notes Offering On April 12, 2019, Rockies Express and U.S. Bank, National Association, as trustee, entered into an Indenture pursuant to which Rockies Express issued $550 million in aggregate principal amount of 4.95% senior notes due 2029. Substantially all of the net proceeds received by Rockies Express from the senior notes offering were used to repay Rockies Express' $525 million |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill [Abstract] | |
Goodwill | Reconciliation of Goodwill The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period: Natural Gas Transportation Gathering, Processing & Terminalling Total (in thousands) Balance at December 31, 2018 $ 255,558 $ 166,425 $ 421,983 Goodwill acquired — 16,423 (1) 16,423 Other adjustments — 2,955 (2) 2,955 Balance at September 30, 2019 $ 255,558 $ 185,803 $ 441,361 (1) The $16.4 million of goodwill was recorded in connection with the acquisition of CES on May 1, 2019 as discussed further in Note 3 – Acquisitions . (2) The $3.0 million goodwill adjustment was recorded in connection with a purchase price allocation adjustment related to the NGL Water Solutions Bakken acquisition as discussed further in Note 3 – Acquisitions . Annual Goodwill Impairment Analysis We evaluate goodwill for impairment on an annual basis and whenever events or changes in circumstances necessitate an evaluation for impairment. Examples of such facts and circumstances include changes in the magnitude of the excess of fair value over carrying amount in the last valuation or changes in the business environment. Our annual impairment testing date is August 31. We evaluate goodwill for impairment at the reporting unit level, which is the same as, or one level below, an operating segment as defined in the segment reporting guidance of the Codification, using either the qualitative assessment option or proceeding directly to the quantitative impairment test depending on facts and circumstances of the reporting unit. For the purpose of goodwill impairment testing, goodwill was allocated to our reporting units according to the benefit received by the reporting unit at the date of acquisition. If we, after performing the qualitative assessment, determine it is "more likely than not" that the fair value of a reporting unit is greater than its carrying amount, then goodwill is not considered impaired. When goodwill is evaluated for impairment using the quantitative impairment test, the carrying amount of the reporting unit is compared to its fair value. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the reporting unit's fair value, then the reporting unit should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We elected to apply the qualitative assessment option for one of our five reporting units during our 2019 annual goodwill impairment testing. In conducting the qualitative assessment we considered relevant factors and circumstances that affect the fair value or carrying amount of the reporting entity. Such factors included changes in discount rates, projected cash flows, macroeconomic considerations, industry and market considerations, overall financial performance, prior quantitative results, and entity and reporting unit specific events. For this reporting unit, the results of the qualitative assessment indicated that it was more likely than not that the fair value of the reporting units exceeds its book value. As such, we did not perform a quantitative impairment analysis, and we concluded that no impairment was indicated as of August 31, 2019. For the remaining four reporting units, we did not elect to apply the qualitative assessment option and instead we proceeded directly to the quantitative impairment test. We compared the fair value of the reporting units with their respective book values, including goodwill, by using an income approach based on a discounted cash flow analysis. The fair value of the reporting units was determined on a stand-alone basis from the perspective of a market participant and included a sensitivity analysis of the impact of changes in various assumptions. This approach required us to make long-term forecasts of future operating results and various other assumptions and estimates, the most significant of which are gross margin, operating expenses, general and administrative expenses, long-term growth rates, maintenance capital expenditures, and the weighted average cost of capital. The fair value of the reporting units was determined using significant unobservable inputs, considered Level 3 under the fair value hierarchy in the Codification. For these reporting units, the results of the quantitative impairment test indicated no impairment as the fair value of each reporting unit was greater than its respective book value. As a result, in accordance with the Codification guidance, we did not record a goodwill impairment during the nine months ended September 30, 2019. Unpredictable events or deteriorating market or operating conditions could result in a future change to the discounted cash flow models and cause impairments in the future. We continue to monitor potential impairment indicators to determine if a triggering event occurs and will perform additional goodwill impairment analyses as necessary. Approximately $79.2 million of goodwill is allocated to the Midstream Facilities reporting unit, which is a component of our Gathering, Processing & Terminalling segment. As a result of current market conditions, certain producers from which the Midstream Facilities reporting unit receives natural gas for processing have recently indicated that they currently expect to deliver lower volumes than previously anticipated. The results of the Midstream Facilities reporting unit's impairment testing as of August 31, 2019 indicate that the fair value of the reporting unit exceeds the carrying value by approximately 17% . As a result, no impairment charge was recorded, however our analysis includes assumptions of a gradual recovery of commodity prices and a corresponding increase in volumes over time. If our outlook is not realized, or our producers further decrease volumes, we may recognize an impairment in the future. |
Risk Management
Risk Management | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management | Stanchion engages in the business of trading energy related products and services, which exposes us to market variables and commodity price risk. We may enter into physical contracts or financial instruments with the objective of realizing a positive margin from the purchase and sale of these commodity-based instruments. We have a comprehensive risk management policy for Stanchion adopted by the board of directors of our general partner and a Risk Management Committee responsible for the overall management of credit risk and commodity risk at Stanchion, including establishing and monitoring exposure limits. We also occasionally enter into derivative contracts with third parties for the purpose of hedging exposures that accompany our normal business activities. Our normal business activities directly and indirectly expose us to risks associated with changes in the market price of crude oil and natural gas, among other commodities. For example, the risks associated with changes in the market price of crude oil and natural gas include, among others (i) pre-existing or anticipated physical crude oil and natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. We have elected not to apply hedge accounting and changes in the fair value of all derivative contracts are recorded in earnings in the period in which the change occurs. Fair Value of Derivative Contracts The following table summarizes the fair values of our derivative contracts included in the condensed consolidated balance sheets: Balance Sheet Location September 30, 2019 December 31, 2018 (in thousands) Crude oil derivative contracts Prepayments and other current assets $ 4,015 $ 3,526 Crude oil derivative contracts Other current liabilities $ 454 $ 1,642 As of September 30, 2019 , the amounts shown represent the fair value of crude oil derivative contracts for the forward purchase of 2,157,325 and the forward sale of 4,349,000 barrels of crude oil consisting of fixed price and floating price contracts, which will settle throughout 2019 and 2020. As of December 31, 2018 , the amounts shown represent the fair value of crude oil derivative contracts for the forward purchase of 2,105,146 and the forward sale of 1,274,500 barrels of crude oil consisting of fixed price and floating price contracts, which will settle throughout 2019. Effect of Derivative Contracts in the Statements of Income The following table summarizes the impact of derivative contracts not designated as hedging contracts for the three and nine months ended September 30, 2019 and 2018 : Location of gain recognized Amount of gain recognized in income on derivatives Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Crude oil derivative contracts Sales of natural gas, NGLs, and crude oil $ 14,574 $ 9,435 $ 40,631 $ 16,665 Credit Risk We have counterparty credit risk as a result of our use of derivative contracts. Counterparties to our commodity derivatives consist of market participants and major financial institutions. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. Our derivative contracts are entered into with counterparties through central trading organizations such as futures, options or stock exchanges or counterparties outside of central trading organizations. While we typically enter into derivative transactions with investment grade counterparties and actively monitor their credit ratings, it is nevertheless possible that from time to time losses will result from counterparty credit risk in the future. The maximum potential exposure to credit losses on our crude oil derivative contracts at September 30, 2019 was: Asset Position (in thousands) Gross $ 4,015 Netting agreement impact — Cash collateral held — Net exposure $ 4,015 As of September 30, 2019 , we had $0.5 million of cash in margin accounts in support of our commodity derivative contracts. As of December 31, 2018 , we did not have any cash in margin accounts in support of our commodity derivative contracts. Fair Value Derivative assets and liabilities are measured and reported at fair value. Derivative contracts can be exchange-traded or over-the-counter ("OTC"). OTC commodity derivatives are valued using models utilizing a variety of inputs including contractual terms and commodity and interest rate curves. The selection of a particular model and particular inputs to value an OTC derivative contract depends upon the contractual terms of the instrument as well as the availability of pricing information in the market. We use similar models to value similar instruments. For OTC derivative contracts that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. Such contracts are typically classified within Level 2 of the fair value hierarchy. The following table summarizes the fair value measurements of our derivative contracts as of September 30, 2019 and December 31, 2018 , based on the fair value hierarchy: Asset Fair Value Measurements Using Total Quoted prices in Significant Significant (in thousands) As of September 30, 2019: Crude oil derivative contracts $ 4,015 $ — $ 4,015 $ — As of December 31, 2018: Crude oil derivative contracts $ 3,526 $ — $ 3,526 $ — Liability Fair Value Measurements Using Total Quoted prices in Significant Significant (in thousands) As of September 30, 2019: Crude oil derivative contracts $ 454 $ — $ 454 $ — As of December 31, 2018: Crude oil derivative contracts $ 1,642 $ — $ 1,642 $ — |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Our long-term debt is held at TEP and consisted of the following at September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 (in thousands) Revolving credit facility $ 1,467,000 $ 1,224,000 4.75% senior notes due October 1, 2023 500,000 500,000 5.50% senior notes due September 15, 2024 750,000 750,000 5.50% senior notes due January 15, 2028 750,000 750,000 Less: Deferred financing costs, net (1) (18,848 ) (21,421 ) Plus: Unamortized premium on 2028 Notes 3,116 3,379 Total long-term debt, net $ 3,451,268 $ 3,205,958 (1) Deferred financing costs, net as presented above relate solely to the Senior Notes (as defined below). Deferred financing costs associated with our revolving credit facility are presented in noncurrent assets on our condensed consolidated balance sheets. Senior Unsecured Notes On February 27, 2019, TEP and Tallgrass Energy Finance Corp. (together, the "Issuers"), together with the TEP subsidiary guarantors party thereto (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), entered into supplemental indentures (the "Supplemental Indentures") to amend certain provisions of each of (i) the Indenture governing the 4.75% senior notes due 2023 (the "2023 Notes"), dated as of September 26, 2018, among the Issuers, the Guarantors and Trustee, (ii) the Indenture governing the 5.50% senior notes due 2024 (the "2024 Notes"), dated as of September 1, 2016, among the Issuers, the Guarantors and the Trustee, and (iii) the Indenture governing the 5.50% senior notes due 2028 (the "2028 Notes"), dated as of September 15, 2017, among the Issuers, the Guarantors and the Trustee (collectively, the "Indentures"). The Supplemental Indentures (a) amended the defined term "Change of Control" in each Indenture to provide that the Blackstone Acquisition did not constitute a Change of Control under such Indenture, (b) changed the definition of "Qualifying Owners" in the applicable Indenture to provide that Blackstone Infrastructure Partners L.P., Vencap Holdings (1992) Pte. Ltd. and their respective affiliates, funds, holding companies and investment vehicles, among others, are Qualifying Owners under such Indenture, and (c) added to, amended, supplemented or changed certain other defined terms contained in each Indenture related to the foregoing. The 2023 Notes, 2024 Notes, and 2028 Notes are together referred to as the "Senior Notes." As of September 30, 2019 , TEP was in compliance with the covenants required under the Indentures. Revolving Credit Facility The following table sets forth the available borrowing capacity under our revolving credit facility as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 (in thousands) Total capacity under the revolving credit facility $ 2,250,000 $ 2,250,000 Less: Outstanding borrowings under the revolving credit facility (1,467,000 ) (1,224,000 ) Less: Letters of credit issued under the revolving credit facility (94 ) (94 ) Available capacity under the revolving credit facility $ 782,906 $ 1,025,906 On February 22, 2019, TEP and certain of its subsidiaries entered into a Consent and Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "Consent and Amendment") with Wells Fargo Bank, National Association, as administrative agent, and the required lenders party thereto. The Consent and Amendment modified that certain Second Amended and Restated Credit Agreement dated as of June 2, 2017, as previously amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of July 26, 2018 (as amended, the "Credit Agreement"). The Credit Agreement governs our revolving credit facility. In the Consent and Amendment, the required lenders under the Credit Agreement (i) consented to the Blackstone Acquisition pursuant to the terms and conditions of the Purchase Agreement, (ii) agreed that no Default (as defined in the Credit Agreement) under the Credit Agreement, if any, that may have resulted from a Change in Control (as defined in the Credit Agreement) caused by the consummation of the Blackstone Acquisition pursuant to the terms and conditions set forth in the Purchase Agreement will be deemed to have occurred, and (iii) agreed to modify the definition of "Permitted Holders" in Section 1.01 of the Credit Agreement (which is used in the definition of Change in Control) to reflect the change in ownership as a result of the Blackstone Acquisition. As of September 30, 2019 , TEP was in compliance with the covenants required under its revolving credit facility. As of September 30, 2019 , the weighted average interest rate on outstanding borrowings under the revolving credit facility was 3.54% . During the nine months ended September 30, 2019 , the weighted average effective interest rate under the revolving credit facility, including the interest on outstanding borrowings under the revolving credit facility, commitment fees, and amortization of deferred financing costs, was 4.35% . Fair Value The following table sets forth the carrying amount and fair value of long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 , but for which fair value is disclosed: Fair Value Quoted prices Significant Significant Total Carrying (in thousands) As of September 30, 2019: Revolving credit facility $ — $ 1,467,000 $ — $ 1,467,000 $ 1,467,000 2023 Notes $ — $ 502,135 $ — $ 502,135 $ 495,466 2024 Notes $ — $ 748,305 $ — $ 748,305 $ 742,344 2028 Notes $ — $ 735,998 $ — $ 735,998 $ 746,458 As of December 31, 2018: Revolving credit facility $ — $ 1,224,000 $ — $ 1,224,000 $ 1,224,000 2023 Notes $ — $ 485,285 $ — $ 485,285 $ 494,603 2024 Notes $ — $ 737,745 $ — $ 737,745 $ 741,196 2028 Notes $ — $ 726,503 $ — $ 726,503 $ 746,159 The long-term debt borrowed under the revolving credit facility is carried at amortized cost. As of September 30, 2019 and December 31, 2018 , the fair value of borrowings under the revolving credit facility approximates the carrying amount of the borrowings using a discounted cash flow analysis. The Senior Notes are carried at amortized cost, net of deferred financing costs. The estimated fair value of the Senior Notes is based upon quoted market prices adjusted for illiquid markets. We are not aware of any factors that would significantly affect the estimated fair value subsequent to September 30, 2019 . |
Partnership Equity
Partnership Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Partnership Equity | TGE Dividends to Holders of Class A Shares The following table details the dividends for the periods indicated: Three Months Ended Date Paid Dividends to Class A Shareholders Dividends per Class A Share (in thousands, except per share amounts) September 30, 2019 November 14, 2019 (1) $ 98,559 $ 0.5500 June 30, 2019 August 14, 2019 96,767 0.5400 March 31, 2019 May 15, 2019 94,975 0.5300 December 31, 2018 February 14, 2019 81,304 0.5200 September 30, 2018 November 14, 2018 79,717 0.5100 June 30, 2018 August 14, 2018 77,052 0.4975 March 31, 2018 May 15, 2018 28,316 0.4875 (1) The dividend announced on October 10, 2019 for the third quarter of 2019 will be paid on November 14, 2019 to Class A shareholders of record at the close of business on October 31, 2019 . Exchange Rights Our current Class B shareholders (collectively, the "Exchange Right Holders") own an equal number of Tallgrass Equity units. The Exchange Right Holders, and any permitted transferees of their Tallgrass Equity units, each have the right to exchange all or a portion of their Tallgrass Equity units for Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party. During the nine months ended September 30, 2019 , 21,751,018 Class A shares were issued and an equal number of Class B shares were cancelled as a result of the exercise of the Exchange Right. Following the Blackstone Acquisition that closed on March 11, 2019 discussed in Note 1 – Description of Business , the Exchange Rights Holders consist of certain of the Sponsor Entities and certain members of our management. Noncontrolling Interests As of September 30, 2019 , noncontrolling interests in our subsidiaries consisted of a 36.30% interest in Tallgrass Equity held by the Exchange Right Holders, as well as noncontrolling interests in certain subsidiaries held by unaffiliated third parties, including an approximate 40% membership interest in Deeprock Development, LLC ("Deeprock Development"), an approximate 25% membership interest in BNN West Texas, LLC ("BNN West Texas"), a 37% membership interest in BNN Colorado, a 20% common membership interest in PLT, and an approximate 8% membership interest in BNN Eastern. During the nine months ended September 30, 2019 , we recognized contributions from and distributions to noncontrolling interests of $2.3 million and $178.9 million , respectively. Distributions to noncontrolling interests consisted of Tallgrass Equity distributions to the Exchange Right Holders of $173.7 million and distributions to Deeprock Development, BNN West Texas, and BNN Colorado noncontrolling interests of $5.2 million in the aggregate. During the nine months ended September 30, 2018 , we recognized contributions from and made distributions to noncontrolling interests of $0.2 million and $262.9 million , respectively. Distributions to noncontrolling interests consisted of Tallgrass Equity distributions to the Exchange Right Holders of $160.6 million , distributions to TEP unitholders of $97.7 million , and distributions to Deeprock Development and Pony Express noncontrolling interests of $4.6 million in the aggregate. Other Contributions and Distributions During the nine months ended September 30, 2018 , TGE recognized the following other contributions and distributions: • TGE was deemed to have made a noncash capital distribution of $198.0 million , which represents the excess purchase price over the $53.8 million carrying value of the 5,619,218 TEP common units acquired as of February 7, 2018; • TGE was deemed to have received a noncash capital contribution of $108.5 million , which represents the excess carrying value of the 25.01% membership interest in Rockies Express acquired as of February 7, 2018 over the fair value of the consideration paid; and • TEP was deemed to have made a noncash capital distribution of $16.2 million , which represents the excess purchase price over the $33.8 million carrying value of the additional 2% membership interest in Pony Express acquired as of February 1, 2018. Share-Based Compensation The Blackstone Acquisition discussed in Note 1 – Description of Business constituted a change in control event under certain Equity Participation Share agreements outstanding under the LTIP plan, resulting in the accelerated vesting of 1,092,637 Class A shares (net of tax withholding of approximately 543,909 Class A shares) with a weighted average grant date fair value of $18.82 . These Class A shares were issued in April 2019. The accelerated vesting resulted in the recognition of equity-based compensation costs of $12.5 million in "General and administrative" costs in the condensed consolidated statements of income during the nine months ended September 30, 2019 . In addition, 1,796,400 Equity Participation Shares with a weighted average grant date fair value of $15.19 were granted during the nine months ended September 30, 2019 . |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Disaggregated Revenue A summary of our revenue by line of business is as follows: Three Months Ended September 30, 2019 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 111,572 $ — $ — $ 111,572 Natural gas transportation - firm service 30,066 — — (490 ) 29,576 Water business services — — 31,311 — 31,311 Natural gas gathering & processing fees — — 7,021 — 7,021 All other (1) 2,742 15,215 5,425 (18,836 ) 4,546 Total service revenue 32,808 126,787 43,757 (19,326 ) 184,026 Natural gas liquids sales — — 16,256 — 16,256 Natural gas sales — — 8,932 — 8,932 Crude oil sales — — 138 — 138 Total commodity sales revenue — — 25,326 — 25,326 Total revenue from contracts with customers 32,808 126,787 69,083 (19,326 ) 209,352 Other revenue (2) — — 21,760 (4,403 ) 17,357 Total revenue (3) $ 32,808 $ 126,787 $ 90,843 $ (23,729 ) $ 226,709 Nine Months Ended September 30, 2019 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 306,288 $ — $ — $ 306,288 Natural gas transportation - firm service 94,571 — — (1,374 ) 93,197 Water business services — — 80,896 — 80,896 Natural gas gathering & processing fees — — 18,431 — 18,431 All other (1) 8,831 45,723 12,689 (54,584 ) 12,659 Total service revenue 103,402 352,011 112,016 (55,958 ) 511,471 Natural gas liquids sales — — 46,303 — 46,303 Natural gas sales 119 — 24,441 — 24,560 Crude oil sales — 4,730 384 — 5,114 Total commodity sales revenue 119 4,730 71,128 — 75,977 Total revenue from contracts with customers 103,521 356,741 183,144 (55,958 ) 587,448 Other revenue (2) — — 62,495 (14,358 ) 48,137 Total revenue (3) $ 103,521 $ 356,741 $ 245,639 $ (70,316 ) $ 635,585 Three Months Ended September 30, 2018 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 100,614 $ — $ — $ 100,614 Natural gas transportation - firm service 31,070 — — (793 ) 30,277 Water business services — — 12,837 — 12,837 Natural gas gathering & processing fees — — 6,631 — 6,631 All other (1) 2,551 13,321 6,709 (17,636 ) 4,945 Total service revenue 33,621 113,935 26,177 (18,429 ) 155,304 Natural gas liquids sales — — 26,201 — 26,201 Natural gas sales 456 — 5,517 — 5,973 Crude oil sales — 2,315 147 — 2,462 Total commodity sales revenue 456 2,315 31,865 — 34,636 Total revenue from contracts with customers 34,077 116,250 58,042 (18,429 ) 189,940 Other revenue (2) — — 13,570 (3,190 ) 10,380 Total revenue (3) $ 34,077 $ 116,250 $ 71,612 $ (21,619 ) $ 200,320 Nine Months Ended September 30, 2018 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 286,594 $ — $ — $ 286,594 Natural gas transportation - firm service 96,166 — — (4,074 ) 92,092 Water business services — — 38,246 — 38,246 Natural gas gathering & processing fees — — 17,429 — 17,429 All other (1) 8,240 26,124 18,809 (36,832 ) 16,341 Total service revenue 104,406 312,718 74,484 (40,906 ) 450,702 Natural gas liquids sales — — 77,287 — 77,287 Natural gas sales 802 — 17,907 — 18,709 Crude oil sales — 6,290 515 — 6,805 Total commodity sales revenue 802 6,290 95,709 — 102,801 Total revenue from contracts with customers 105,208 319,008 170,193 (40,906 ) 553,503 Other revenue (2) — — 28,869 (9,369 ) 19,500 Total revenue (3) $ 105,208 $ 319,008 $ 199,062 $ (50,275 ) $ 573,003 (1) Includes revenue from crude oil terminal services, interruptible natural gas transportation and storage, and natural gas park and loan service. (2) Includes lease and derivative revenue not subject to ASC 606. (3) Excludes revenue recognized at unconsolidated investments, including revenue recognized at Rockies Express of $233.0 million and $696.1 million for the three and nine months ended September 30, 2019 , respectively, and $225.8 million and $683.4 million for the three and nine months ended September 30, 2018 , respectively. See Note 7 – Investments in Unconsolidated Affiliates for additional information about our investment in Rockies Express. Performance Obligations On September 30, 2019 , we had $1.4 billion of remaining performance obligations at our consolidated subsidiaries, which we refer to as total backlog. Total backlog includes performance obligations under long-term crude oil transportation contracts with committed shippers, natural gas firm transportation and firm storage contracts, and certain water business service contracts with minimum volume commitments, and excludes variable consideration that is not estimated at contract inception, as discussed further below. We expect to recognize the total backlog during the remainder of 2019 and future periods as follows (in thousands): Year Estimated Revenue 2019 – remaining $ 126,248 2020 407,639 2021 219,345 2022 213,821 2023 176,480 Thereafter 259,331 Total $ 1,402,864 Contract Estimates Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include the anticipated volumes of crude oil expected to be delivered by our customers for transport in future periods. The nature of our contracts gives rise to several types of variable consideration, including PLA, volumetric charges for actual volumes delivered, overrun charges, and other fees that are contingent on the actual volumes delivered by our customers. As the amount of variable consideration is allocable to each distinct performance obligation within the series of performance obligations that comprise the single performance obligation and the uncertainty related to the consideration is resolved each month as the distinct service is provided, we do not estimate the total variable consideration for the single overall performance obligation. Consequently, we are able to include in the transaction price each month the actual amount of variable consideration because no uncertainty exists surrounding the services provided that month. Certain of our contracts include provisions in which a portion of the consideration is noncash. In our Crude Oil Transportation segment, we collect PLA from our customers. As crude oil is transported, we earn, and take title to, a portion of the oil transported for our services. Any PLA that remains after replacing losses in transit can be sold. Where PLA is determined to be a component of compensation for the transportation services provided, crude oil retained is recognized in revenue at its contract inception fair value. In our Gathering, Processing & Terminalling segment, we retain commodity products as consideration under certain of our gathering and processing arrangements. Processing fee revenue is recorded when the performance obligation is completed based on the value of the product received at the time services are performed. At this time, the variability of the non-cash consideration related to both form (price) and other-than-form (volume and product mix), which are interrelated, is resolved. As a significant change in one or more of these estimates could affect the amount and timing of revenue recognized under our customer contracts, we review and update our contract-related estimates regularly. Contract Balances The timing of revenue recognition, billings, and cash collections may result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on our condensed consolidated balance sheets. Revenue is generally billed and collected monthly based on services provided or commodity volumes sold. In our Crude Oil Transportation segment, we recognize shipper deficiencies, or deferred revenue, for barrels committed by the customer to be transported in a month but not physically received by us for transport or delivered to the customers' agreed upon destination point. These shipper deficiencies are charged at the committed tariff rate per barrel and recorded as a contract liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote. We also recognize contract liabilities, in the form of deferred revenue, in the Gathering, Processing & Terminalling segment under certain water business services contracts subject to minimum volume commitments. We receive deficiency payments for volumes committed by the customer in a month but not physically delivered to the customer or received by us for disposal. These deficiencies are charged at the contracted rate per barrel and recorded as a contract liability until the barrels are received from the customer for disposal, or when the likelihood that the customer will utilize the deficiency balance becomes remote. Contract balances at September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 (in thousands) Accounts receivable from contracts with customers $ 83,712 $ 80,935 Other accounts receivable (1) 159,202 151,414 Receivable from related parties 3,379 3,748 Accounts receivable, net $ 246,293 $ 236,097 Deferred revenue from contracts with customers (2) $ 125,198 $ 111,095 (1) Other accounts receivable primarily consists of receivables under crude oil forward purchase and sale arrangements that are accounted for as derivatives under ASC 815. (2) Revenue recognized during the three and nine months ended September 30, 2019 that was included in the deferred revenue balance at the beginning of the period was $10.5 million and $17.0 million , respectively. This revenue primarily represented the utilization of shipper deficiencies at Pony Express. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | We account for leases in accordance with ASC Topic 842, Leases, which we adopted on January 1, 2019, applying the modified retrospective transition approach as of the effective date of adoption. See Note 2 – Summary of Significant Accounting Policies for additional information regarding the impacts of adoption. We enter into operating leases as lessee for certain office space and equipment. We also have a capital lease agreement to lease the land site on which PLT expects to construct storage and terminalling facilities. In November 2018, we entered into a joint venture agreement with DHIF to jointly own PLT, an entity formed with the intention of developing a storage and terminalling facility. At the same time, PLT entered into an agreement with the Plaquemines Port & Harbor Terminal District to lease the land site on which PLT expects to construct the facilities. Under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating leases), other than those that qualify for the short-term recognition exemption, we recognize as of the lease commencement date on the balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As most of our leases do not provide an implicit rate, we determine the appropriate discount rate using our incremental secured borrowing rate, with consideration given to the nature and term of the leased asset. Our leases have remaining terms of up to approximately 39 years . Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various economic factors, including operating strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally determine that the exercise of renewal options would not be reasonably certain in determining the expected lease term. For the three and nine months ended September 30, 2019 , operating lease cost was $0.5 million and $1.0 million , respectively. For the nine months ended September 30, 2019 , cash paid included in operating cash flows was $0.9 million . During these periods the existing finance lease did not have any lease payments or variable lease cost. Supplemental information related to our existing leases as of September 30, 2019 was as follows: Balance Sheet Location September 30, 2019 Operating Leases: (in thousands, except lease term and discount rate) Operating lease right-of-use assets Deferred charges and other assets $ 11,673 (1) Current operating lease liabilities Other current liabilities $ 1,239 (1) Non-current operating lease liabilities Other long-term liabilities and deferred credits $ 10,496 (1) Finance Leases: Finance lease right-of-use asset (2) Property, plant and equipment, net $ 30,704 Weighted Average Remaining Lease Term: Operating leases 15.6 years Finance leases 39.2 years Weighted Average Discount Rate: Operating leases 5.88 % Finance leases 7.01 % (1) Includes right-of-use asset of approximately $9.0 million and current and non-current lease liabilities of $0.1 million and $8.9 million , respectively, related to Guernsey Terminal capacity that we lease from Powder River Gateway. (2) PLT satisfied the initial capital lease obligation of $30.7 million at lease inception and as a result has no outstanding liability or imputed interest on the future minimum rental commitments. Maturities of lease liabilities as of September 30, 2019 were as follows: Year Operating Leases Finance Leases (1) (in thousands) 2019 – remaining $ 481 $ 449 2020 1,913 449 2021 1,315 449 2022 972 449 2023 895 449 Thereafter 13,385 17,770 Total lease payments 18,961 20,015 Less: discounting for present value and other adjustments (7,226 ) (20,015 ) Present value of lease liabilities $ 11,735 $ — (1) Future lease payments for finance leases consist of the annual payments under the PLT land site lease. At lease inception, the present value of the future lease payments exceeded the fair value of the leased property. As a result, the right of use asset and capital lease obligation were recorded at the $30.7 million fair value of land. On that date, PLT made a payment of $30.7 million , immediately relieving the capital lease obligation. As a result, PLT does not have an outstanding capital lease obligation or impute interest on the future minimum rental commitments and will recognize expense for the future lease payments in the period in which they are made. Under various lease agreements, Tallgrass Midstream, LLC ("TMID"), as lessor, leases capacity on NGL pipelines that were constructed for third parties, and Deeprock Development, as lessor, leases capacity at certain of its storage facilities. Rental income for these arrangements was approximately $2.6 million and $7.3 million for the three and nine months ended September 30, 2019 , respectively, and was recorded as "Processing and other revenues" in the condensed consolidated statements of income. Under a lease agreement initially effective November 13, 2012, Tallgrass Interstate Gas Transmission, LLC ("TIGT"), as lessor, leases a portion of its office space to a third party. Rental income was approximately $0.1 million and $0.5 million for the three and nine months ended September 30, 2019 , respectively, and was recorded as "Other income, net" in the condensed consolidated statements of income. At September 30, 2019 , future minimum rental income under non-cancelable operating leases as the lessor were as follows: Year Total (in thousands) 2019 - remaining $ 2,374 2020 5,613 2021 3,773 2022 3,773 2023 3,773 Thereafter 7,353 Total $ 26,659 Information as of December 31, 2018 under historical lease accounting guidance: At December 31, 2018 , our future minimum rental commitments under major, non-cancelable leases were as follows: Year Operating Leases Capital Lease (in thousands) 2019 $ 1,074 $ 449 2020 922 449 2021 483 449 2022 240 449 2023 147 449 Thereafter 364 17,770 Total $ 3,230 $ 20,015 |
Lessor, Operating Leases [Text Block] | We account for leases in accordance with ASC Topic 842, Leases, which we adopted on January 1, 2019, applying the modified retrospective transition approach as of the effective date of adoption. See Note 2 – Summary of Significant Accounting Policies for additional information regarding the impacts of adoption. We enter into operating leases as lessee for certain office space and equipment. We also have a capital lease agreement to lease the land site on which PLT expects to construct storage and terminalling facilities. In November 2018, we entered into a joint venture agreement with DHIF to jointly own PLT, an entity formed with the intention of developing a storage and terminalling facility. At the same time, PLT entered into an agreement with the Plaquemines Port & Harbor Terminal District to lease the land site on which PLT expects to construct the facilities. Under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating leases), other than those that qualify for the short-term recognition exemption, we recognize as of the lease commencement date on the balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As most of our leases do not provide an implicit rate, we determine the appropriate discount rate using our incremental secured borrowing rate, with consideration given to the nature and term of the leased asset. Our leases have remaining terms of up to approximately 39 years . Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various economic factors, including operating strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally determine that the exercise of renewal options would not be reasonably certain in determining the expected lease term. For the three and nine months ended September 30, 2019 , operating lease cost was $0.5 million and $1.0 million , respectively. For the nine months ended September 30, 2019 , cash paid included in operating cash flows was $0.9 million . During these periods the existing finance lease did not have any lease payments or variable lease cost. Supplemental information related to our existing leases as of September 30, 2019 was as follows: Balance Sheet Location September 30, 2019 Operating Leases: (in thousands, except lease term and discount rate) Operating lease right-of-use assets Deferred charges and other assets $ 11,673 (1) Current operating lease liabilities Other current liabilities $ 1,239 (1) Non-current operating lease liabilities Other long-term liabilities and deferred credits $ 10,496 (1) Finance Leases: Finance lease right-of-use asset (2) Property, plant and equipment, net $ 30,704 Weighted Average Remaining Lease Term: Operating leases 15.6 years Finance leases 39.2 years Weighted Average Discount Rate: Operating leases 5.88 % Finance leases 7.01 % (1) Includes right-of-use asset of approximately $9.0 million and current and non-current lease liabilities of $0.1 million and $8.9 million , respectively, related to Guernsey Terminal capacity that we lease from Powder River Gateway. (2) PLT satisfied the initial capital lease obligation of $30.7 million at lease inception and as a result has no outstanding liability or imputed interest on the future minimum rental commitments. Maturities of lease liabilities as of September 30, 2019 were as follows: Year Operating Leases Finance Leases (1) (in thousands) 2019 – remaining $ 481 $ 449 2020 1,913 449 2021 1,315 449 2022 972 449 2023 895 449 Thereafter 13,385 17,770 Total lease payments 18,961 20,015 Less: discounting for present value and other adjustments (7,226 ) (20,015 ) Present value of lease liabilities $ 11,735 $ — (1) Future lease payments for finance leases consist of the annual payments under the PLT land site lease. At lease inception, the present value of the future lease payments exceeded the fair value of the leased property. As a result, the right of use asset and capital lease obligation were recorded at the $30.7 million fair value of land. On that date, PLT made a payment of $30.7 million , immediately relieving the capital lease obligation. As a result, PLT does not have an outstanding capital lease obligation or impute interest on the future minimum rental commitments and will recognize expense for the future lease payments in the period in which they are made. Under various lease agreements, Tallgrass Midstream, LLC ("TMID"), as lessor, leases capacity on NGL pipelines that were constructed for third parties, and Deeprock Development, as lessor, leases capacity at certain of its storage facilities. Rental income for these arrangements was approximately $2.6 million and $7.3 million for the three and nine months ended September 30, 2019 , respectively, and was recorded as "Processing and other revenues" in the condensed consolidated statements of income. Under a lease agreement initially effective November 13, 2012, Tallgrass Interstate Gas Transmission, LLC ("TIGT"), as lessor, leases a portion of its office space to a third party. Rental income was approximately $0.1 million and $0.5 million for the three and nine months ended September 30, 2019 , respectively, and was recorded as "Other income, net" in the condensed consolidated statements of income. At September 30, 2019 , future minimum rental income under non-cancelable operating leases as the lessor were as follows: Year Total (in thousands) 2019 - remaining $ 2,374 2020 5,613 2021 3,773 2022 3,773 2023 3,773 Thereafter 7,353 Total $ 26,659 Information as of December 31, 2018 under historical lease accounting guidance: At December 31, 2018 , our future minimum rental commitments under major, non-cancelable leases were as follows: Year Operating Leases Capital Lease (in thousands) 2019 $ 1,074 $ 449 2020 922 449 2021 483 449 2022 240 449 2023 147 449 Thereafter 364 17,770 Total $ 3,230 $ 20,015 |
Net Income per Class A Share
Net Income per Class A Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income per Class A Share | Basic net income per Class A share is determined by dividing net income attributable to TGE by the weighted average number of outstanding Class A shares during the period. Class B shares do not share in the earnings of TGE. Accordingly, basic and diluted net income per Class B share has not been presented. Diluted net income per Class A share is determined by dividing net income attributable to TGE by the weighted average number of outstanding diluted Class A shares during the period. For purposes of calculating diluted net income per Class A share, we considered the impact of possible future exercises of the Exchange Right by the Exchange Right Holders on both net income attributable to TGE and the diluted weighted average number of Class A shares outstanding. The Exchange Right Holders refers to the group of persons who collectively own all of TGE's outstanding Class B shares and an equivalent number of Tallgrass Equity units. The Exchange Right Holders are entitled to exercise the right to exchange their Tallgrass Equity units (together with an equivalent number of TGE Class B shares) for TGE Class A shares at an exchange ratio of one TGE Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. As of September 30, 2019 , the Exchange Right Holders primarily consist of certain of the Sponsor Entities and certain members of our management. Pursuant to the TGE partnership agreement and the Tallgrass Equity limited liability company agreement, our capital structure and the capital structure of Tallgrass Equity will generally replicate one another in order to maintain the one-for-one exchange ratio between the Tallgrass Equity units and Class B shares, on the one hand, and our Class A shares, on the other hand. As a result, the exchange of any Class B shares for Class A shares does not have a dilutive effect on basic net income per Class A share. However, for the three and nine months ended September 30, 2019 and 2018 , the assumed issuance of TGE Equity Participation Shares would have had a dilutive effect on basic net income per Class A share as shown in the table below. The following table illustrates the calculation of net income per Class A share for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands, except per unit amounts) Basic Net Income per Class A Share Net income attributable to TGE $ 72,524 $ 59,550 $ 194,730 $ 77,348 Basic weighted average Class A Shares outstanding 179,197 155,001 173,322 91,183 Basic net income per Class A share $ 0.40 $ 0.38 $ 1.12 $ 0.85 Diluted Net Income per Class A Share Net income attributable to TGE $ 72,524 $ 59,550 $ 194,730 $ 77,348 Incremental net income attributable to TGE including the effect of the assumed issuance of Equity Participation Shares 264 304 801 1,097 Net income attributable to TGE including incremental net income from assumed issuance of Equity Participation Shares $ 72,788 $ 59,854 $ 195,531 $ 78,445 Basic weighted average Class A Shares outstanding 179,197 155,001 173,322 91,183 Equity Participation Shares equivalent shares 958 1,087 1,434 1,478 Diluted weighted average Class A Shares outstanding 180,155 156,088 174,756 92,661 Diluted net income per Class A Share $ 0.40 $ 0.38 $ 1.12 $ 0.85 |
Regulatory Matters
Regulatory Matters | 9 Months Ended |
Sep. 30, 2019 | |
Regulated Operations [Abstract] | |
Regulatory Matters | There are no regulatory proceedings challenging the rates of Pony Express and Rockies Express. On May 1, 2019, as further described below, TIGT filed with the FERC a pre–filing settlement that establishes, among other things, settlement rates for supporting/non–contesting participants as defined in the pre–filing settlement. On June 29, 2018, Trailblazer Pipeline Company LLC ("Trailblazer") filed a general rate case with the FERC pursuant to Section 4 of the Natural Gas Act ("NGA"), as further described below. We have also made certain other regulatory filings with the FERC, including those further described below. Pony Express Pony Express Local and Volume Incentive Rate Filing - FERC Docket No. IS20-3-000 On October 1, 2019, Pony Express filed with the FERC to establish three volume incentive programs that provide uncommitted shippers the ability to access lower rates depending on the volumes shipped. The establishment of the volume incentive programs caused a corresponding reduction in committed shipper rates from Guernsey, Wyoming to destinations in Kansas and Oklahoma. Pony Express proposed an effective date of November 1, 2019 for these changes. Rockies Express Cheyenne Hub Enhancement Project - FERC Docket No. CP18-103-000 On March 2, 2018, Rockies Express submitted an application pursuant to section 7(c) of the NGA for a certificate of public convenience and necessity authorizing the construction and operation of certain booster compressor units and ancillary facilities located at the Cheyenne Hub in Weld County, Colorado that will enable Rockies Express to provide a new hub service allowing for firm receipts and deliveries between Rockies Express and certain other interconnected pipelines at the Cheyenne Hub. Rockies Express filed this certificate application in conjunction with a concurrently filed certificate application by Cheyenne Connector, LLC ("Cheyenne Connector") for the Cheyenne Connector Pipeline Project further described below. The comment period for the Cheyenne Hub Enhancement Project closed on April 9, 2018. To date, various comments have been filed by market participants and others regarding the proposed project. Rockies Express has also responded to data requests from the FERC's relevant program offices. On October 11, 2018, the FERC issued a Notice of Schedule of Environmental Review setting December 18, 2018 as the date of issuance of the Environmental Assessment and March 18, 2019 as the deadline for decisions by other federal agencies on requests for authorizations for the proposed project. On December 18, 2018, the FERC issued the Environmental Assessment. On September 20, 2019, the FERC issued an order approving the application. A notice to proceed with construction was issued on October 8, 2019. Cheyenne Connector Cheyenne Connector Pipeline Project - FERC Docket No. CP18-102-000 On March 2, 2018, Cheyenne Connector, an indirect subsidiary of TGE, submitted an application pursuant to section 7(c) of the NGA for a certificate of public convenience and necessity to construct and operate a 70 -mile, 36 -inch pipeline to transport natural gas from multiple gas processing plants in Weld County, Colorado to Rockies Express' Cheyenne Hub. The comment period for the Cheyenne Connector Pipeline Project closed on April 9, 2018. To date, various comments have been filed by market participants and others regarding the proposed project. Cheyenne Connector has also responded to data requests from the FERC's relevant program offices. On October 11, 2018, the FERC issued a Notice of Schedule of Environmental Review setting December 18, 2018 as the date of issuance of the Environmental Assessment and March 18, 2019 as the deadline for decisions by other federal agencies on requests for authorizations for the proposed project. On December 18, 2018, the FERC issued the Environmental Assessment. On September 20, 2019, the FERC issued an order approving the application. A notice to proceed with construction was issued on October 8, 2019. TIGT Pre-Filing Settlement - FERC Docket No. RP19-423-001 On May 1, 2019, TIGT filed a contested pre-filing settlement that, consistent with Article II.B.1 of the 2016 rate case settlement approved in Docket No. RP16-137-000, satisfies TIGT's mandatory rate case filing requirement under Article II.B.1 of such settlement. The pre-filing settlement establishes, among other things, settlement rates reflecting an overall decrease to recourse rates, contract extensions for maximum recourse rate firm contracts through May 31, 2023, and a rate moratorium period through May 31, 2023. The settlement also requires that TIGT file a new NGA Section 4 general rate case on June 1, 2023, provided that TIGT has not preempted this mandatory filing requirement by filing on or before June 1, 2023 for approval of a new pre-filing settlement. TIGT has also requested that the FERC terminate the pending Form No. 501-G proceeding in Docket No. RP19-423-000 upon approval of the pre-filing settlement. On September 24, 2019, the FERC issued an order establishing settlement judge procedures to afford the parties an opportunity to resolve contested issues via settlement. On October 15, 2019, the party contesting the settlement notified the FERC that it no longer objects to the settlement, it has reached a mutually agreeable accommodation with TIGT, and settlement judge procedures are not required. Further action by the FERC on the settlement is pending. Trailblazer General Rate Case Filing - FERC Docket No. RP18-922-000, et seq. On June 29, 2018, Trailblazer filed a general rate case with the FERC, which satisfies the requirement set forth in the settlement resolving Trailblazer's previous general rate case that Trailblazer file a new general rate case with rates to be effective no later than January 1, 2019. The June 29, 2018 filing reflects an overall increase to Trailblazer's cost of service. In the filing, Trailblazer is proposing to maintain its existing bifurcated firm transportation service rate design as well as its current tracking methodologies for the treatment of Fuel and Lost and Unaccounted For ("FL&U") gas and electric power costs. The proposed rates include an increase in rates on Trailblazer's Existing System Firm Transportation Service. The overall rate increase would be partially offset by a proposed decrease in rates for Expansion System Firm Transportation Service and interruptible services. Trailblazer is also proposing to include a cost recovery mechanism in its tariff to recover future eligible costs related to system safety, integrity, reliability, environmental and cybersecurity issues. Under the NGA and the FERC's regulations, Trailblazer's shippers and other interested parties, including the FERC's Trial Staff, have the right to challenge any aspect of Trailblazer's rate case filing. On July 11, 2018, four protests were filed that challenge various aspects of Trailblazer's rate case filing. On July 31, 2018, the FERC issued an order accepting and suspending the rate case filing, and establishing hearing and settlement procedures. In the order, the FERC approved the as-filed rate decreases for Expansion System Firm Transportation Service, as well as Trailblazer's interruptible services, effective August 1, 2018. The FERC also established a paper hearing to examine the extent to which Trailblazer is entitled to an income tax allowance. All remaining issues, including the proposed rate increases to Existing System Firm Transportation Service, were set for an administrative law judge hearing and accepted effective January 1, 2019, subject to refund. On December 31, 2018, Trailblazer filed a motion with FERC to move the suspended tariff records into effect as of January 1, 2019. Trailblazer and certain of its shippers sought rehearing of the July 31, 2018 order. On July 2, 2019, the FERC issued an order on rehearing and clarification dismissing in part and denying in part the requests for rehearing and clarification, but granting Trailblazer's request for clarification that it may implement any resulting increases and decreases in the rates of its two systems in a single compliance filing at the conclusion of the proceeding. On February 21, 2019, the FERC issued an order following the paper hearing on the income tax allowance issue, making a preliminary finding that a double recovery appears to result from permitting an income tax allowance for the income tax liability attributable to certain private owners' ownership share in Trailblazer in addition to a discounted cash flow return on equity. The FERC also preliminarily found that no double recovery resulted from permitting an income tax allowance for the corporate income tax liability attributable to TGE's ownership share in Trailblazer in addition to a discounted cash flow return on equity. The FERC ordered that the income tax allowance be addressed at the administrative law judge hearing with the other remaining issues, and its initial findings may change based upon subsequent evidence and argument. In March 2019, the Chief Administrative Law Judge terminated settlement judge procedures and established the procedural time standards for the administrative law judge hearing, with the hearing currently scheduled to begin in January 2020. On October 2, 2019, a settlement in principle was reached with all parties in the proceeding. The settlement in principle is subject to certification by the Presiding Administrative Law Judge and approval of the FERC. |
Legal and Environmental Matters
Legal and Environmental Matters | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Environmental Matters | Legal In addition to the matters discussed below, we are a defendant in various lawsuits arising from the day-to-day operations of our business. Although no assurance can be given, we believe, based on our experiences to date, that the ultimate resolution of such matters will not have a material adverse impact on our business, financial position, results of operations, or cash flows. We have evaluated claims in accordance with the accounting guidance for contingencies that we deem both probable and reasonably estimable and, accordingly, have recorded no reserve for legal claims as of September 30, 2019 or December 31, 2018 . Rockies Express EM Energy Ohio, LLC On May 15, 2019, EM Energy Ohio, LLC ("EM Energy") and certain of its affiliates filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. EM Energy had a firm transportation service agreement with Rockies Express for 50,000 Dth/d through January 5, 2032. Rockies Express and EM Energy have stipulated in the bankruptcy proceeding that the termination date of the transportation service agreement is June 13, 2019. Following the termination, Rockies Express made a drawing equal to the outstanding face amount on the letter of credit supporting EM Energy's obligations under the transportation service agreement and received approximately $16.2 million in June 2019. A portion of the proceeds was used to settle outstanding accounts receivable for transportation services provided to EM Energy and the remaining $13.9 million was recognized as income by Rockies Express. Rockies Express intends to pursue its claim against the bankruptcy estate of EM Energy for damages and to remarket the capacity resulting from the termination of the transportation service agreement. Ohio Public Utility Excise Tax The Ohio Tax Commissioner has assessed Rockies Express a public utility excise tax on transactions concerning product that entered and exited Rockies Express within the state of Ohio. This tax applies to gross receipts from all business conducted within the state, but exempts all receipts derived wholly from interstate business. Rockies Express has disputed any obligation to pay Ohio's public utility excise tax, but has paid the taxes as assessed in order to preserve its right to appeal. The dispute is currently pending before the Ohio Supreme Court, with a final decision anticipated by early 2020. It is Rockies Express' position that the relevant statute exempts receipts derived wholly from interstate business from the public utility excise tax. The Ohio Supreme Court and the United States Supreme Court have both held that, once it enters an interstate pipeline, natural gas is moving in "interstate commerce" for the duration of its journey until it is delivered to a local distribution system. As of September 30, 2019 , Rockies Express has paid public utility excise taxes to the state of Ohio totaling $7.1 million and has accrued an additional $7.1 million for amounts expected to be assessed for the period from May 1, 2018 through September 30, 2019 . While it is difficult to accurately predict how the Ohio Supreme Court will decide the case, Rockies Express is optimistic about the ultimate outcome and has recorded a $14.2 million asset representing the anticipated refund of the public utility excise taxes assessed. Environmental, Health and Safety We are subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. We currently believe that compliance with these laws will not have a material adverse impact on our business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause us to incur significant costs. We had environmental reserves of $6.4 million and $7.4 million at September 30, 2019 and December 31, 2018 , respectively. Rockies Express Seneca Lateral On January 31, 2018, Rockies Express experienced an operational disruption on its Seneca Lateral due to a pipe rupture and natural gas release in a rural area in Noble County, Ohio. There were no injuries reported and no evacuations. The release required Rockies Express to shut off the flow through the segment until February 27, 2018, when temporary repairs were completed, allowing the segment to be placed back into service. Permanent repairs were completed in September 2018. Total cost of remediation was approximately $6.1 million , $5.1 million of which Rockies Express has recovered through insurance. TMID and TIGT Casper Plant, EPA Notice of Violation In August 2011, the EPA and the Wyoming Department of Environmental Quality ("WDEQ") conducted an inspection of the Leak Detection and Repair ("LDAR") Program at the Casper Gas Plant in Wyoming. In September 2011, TMID received a letter from the EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the Clean Air Act. TMID received a letter from the EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the EPA and Department of Justice beginning in July 2014. TMID and TIGT entered into a Consent Agreement and Final Order to settle this matter with the EPA on February 21, 2019 and made an approximately $0.1 million penalty payment to the EPA. Casper Gas Plant On November 25, 2014, the WDEQ issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Depropanizer project (wv-14388, issued 7/9/13) in Docket No. 5506-14. TMID had discussed the issues in a meeting with WDEQ in Cheyenne on November 17, 2014, and submitted a disclosure on November 20, 2014 detailing the regulatory issues and potential violations. The project triggered a modification of Subpart OOOO for the entire plant. The project equipment as well as plant equipment subjected to Subpart OOOO was not monitored timely, and initial notification was not made timely. TMID and TIGT entered into a Consent Decree to settle this matter with the WDEQ on March 8, 2019 and made an approximately $0.1 million penalty payment to the WDEQ. TMG Archibald Booster Station Tallgrass Midstream Gathering, LLC ("TMG") is currently a party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Archibald Booster Station located in Campbell County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling, and quarterly recovery activities at monitoring wells. The facility is currently in compliance with the WDEQ under the remedy agreement. Irwin Booster Station TMG is also party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Irwin Booster Station located in Converse County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling. The facility is currently in compliance with the WDEQ under the remedy agreement. |
Reporting Segments
Reporting Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Reporting Segments | Our operations are located in the United States. We are organized into three reportable segments: (1) Natural Gas Transportation, (2) Crude Oil Transportation, and (3) Gathering, Processing & Terminalling. Corporate and Other includes corporate overhead costs that are not directly associated with the operations of our reportable segments, such as interest and fees associated with our revolving credit facility and the Senior Notes, public company costs, equity-based compensation expense, and eliminations of intersegment activity. Natural Gas Transportation. The Natural Gas Transportation segment is engaged in the ownership and operation of FERC-regulated interstate natural gas pipelines and an integrated natural gas storage facility that provide services to on-system customers (such as third-party LDCs), industrial users and other shippers. The Natural Gas Transportation segment includes our 75% membership interest in Rockies Express . Crude Oil Transportation. The Crude Oil Transportation segment is engaged in the ownership and operation of the Pony Express System, which is a FERC-regulated crude oil pipeline serving the Bakken Shale, Denver-Julesburg and Powder River Basins, and other nearby oil producing basins. The Crude Oil Transportation segment includes our 51% membership interest in Powder River Gateway . Gathering, Processing & Terminalling. The Gathering, Processing & Terminalling segment is engaged in the ownership and operation of natural gas gathering and processing facilities that produce NGLs and residue gas sold in local wholesale markets or delivered into pipelines for transportation to additional end markets; our crude oil terminal services; water business services provided primarily to the oil and gas exploration and production industry; the transportation of NGLs; and Stanchion. The Gathering, Processing & Terminalling segment includes our 51% membership interest in Pawnee Terminal, LLC ("Pawnee Terminal"). These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for their respective operations. We consider Adjusted EBITDA to be our primary segment performance measure as we believe it is the most meaningful measure to assess our financial condition and results of operations as a public entity. We define Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments and deficiency payments received from or utilized by our customers. Adjusted EBITDA is calculated and presented at the Tallgrass Equity level, before consideration of noncontrolling interest associated with the Exchange Right Holders, which we believe provides investors the most complete and comparable picture of our overall financial and operational results. The following tables set forth our segment information for the periods indicated: Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Revenue: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 32,808 $ (490 ) $ 32,318 $ 34,077 $ (816 ) $ 33,261 Crude Oil Transportation 126,787 (14,415 ) 112,372 116,250 (13,579 ) 102,671 Gathering, Processing & Terminalling 90,843 (8,824 ) 82,019 71,612 (7,224 ) 64,388 Corporate and Other — — — — — — Total revenue $ 250,438 $ (23,729 ) $ 226,709 $ 221,939 $ (21,619 ) $ 200,320 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 103,521 $ (1,391 ) $ 102,130 $ 105,208 $ (4,136 ) $ 101,072 Crude Oil Transportation 356,741 (44,774 ) 311,967 319,008 (26,323 ) 292,685 Gathering, Processing & Terminalling 245,639 (24,151 ) 221,488 199,062 (19,816 ) 179,246 Corporate and Other — — — — — — Total revenue $ 705,901 $ (70,316 ) $ 635,585 $ 623,278 $ (50,275 ) $ 573,003 Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Tallgrass Equity Adjusted EBITDA: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 142,158 $ (1,163 ) $ 140,995 $ 121,433 $ (1,460 ) $ 119,973 Crude Oil Transportation 88,202 (4,527 ) 83,675 87,567 (5,008 ) 82,559 Gathering, Processing & Terminalling 35,611 5,690 41,301 13,679 6,468 20,147 Corporate and Other (2,203 ) — (2,203 ) (2,317 ) — (2,317 ) Reconciliation to Net Income: Add: Equity in earnings of unconsolidated investments (1) 86,349 76,268 Non-cash gain related to derivative instruments (1) 1,928 2,993 Gain on disposal of assets (1) — 279 Less: Interest expense, net (1) (41,630 ) (34,019 ) Depreciation and amortization expense (1) (31,500 ) (27,356 ) Distributions from unconsolidated investments (1) (129,122 ) (100,720 ) Non-cash compensation expense (1) (2,951 ) (2,767 ) Deficiency payments, net (1) 2,329 (3,468 ) Loss on debt retirement — (2,245 ) Income tax expense (1) (22,563 ) (11,997 ) Net income attributable to Exchange Right Holders (54,084 ) (57,780 ) Net income attributable to TGE $ 72,524 $ 59,550 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Tallgrass Equity Adjusted EBITDA: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 425,286 $ (3,253 ) $ 422,033 $ 253,169 $ (2,940 ) $ 250,229 Crude Oil Transportation 258,900 (17,681 ) 241,219 150,943 (3,857 ) 147,086 Gathering, Processing & Terminalling 87,380 20,934 108,314 30,002 6,797 36,799 Corporate and Other (7,771 ) — (7,771 ) (20,819 ) — (20,819 ) Reconciliation to Net Income: Add: Equity in earnings of unconsolidated investments (1) 273,883 153,235 Non-cash gain related to derivative instruments (1) 899 3,306 Gain on disposal of assets (1) — 3,388 Less: Interest expense, net (1) (121,941 ) (57,208 ) Depreciation and amortization expense (1) (94,819 ) (45,794 ) Distributions from unconsolidated investments (1) (369,690 ) (198,019 ) Non-cash compensation expense (1) (23,521 ) (4,738 ) Deficiency payments, net (1) (14,241 ) (7,205 ) Loss on debt retirement — (2,245 ) Income tax expense (1) (61,606 ) (35,498 ) Net income attributable to Exchange Right Holders (158,029 ) (145,169 ) Net income attributable to TGE $ 194,730 $ 77,348 (1) Net of noncontrolling interest associated with less than wholly-owned subsidiaries of Tallgrass Equity. Nine Months Ended September 30, Capital Expenditures: 2019 2018 (in thousands) Natural Gas Transportation $ 75,478 $ 96,290 Crude Oil Transportation 78,379 39,847 Gathering, Processing & Terminalling 66,411 125,866 Corporate and Other 5,194 3,070 Total capital expenditures $ 225,462 $ 265,073 Assets: September 30, 2019 December 31, 2018 (in thousands) Natural Gas Transportation $ 2,624,490 $ 2,606,696 Crude Oil Transportation 1,758,450 1,423,740 Gathering, Processing & Terminalling 1,580,752 1,522,559 Corporate and Other 239,205 340,514 Total assets $ 6,202,897 $ 5,893,509 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Cheyenne Connector On October 28, 2019, a subsidiary of DCP Midstream, LP ("DCP") exercised its option to purchase a 50% membership interest in Cheyenne Connector, which is currently developing the Cheyenne Connector Pipeline Project as discussed in Note 15 – Regulatory Matters . The closing of DCP's option is expected in the fourth quarter of 2019, subject to certain closing conditions. Following the closing, we will own a 50% membership interest and continue to operate the Cheyenne Connector joint venture. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2019 and 2018 were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board's Accounting Standards Codification, the single source of accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP for annual periods. The condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair statement of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Our financial results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019 . The accompanying condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K") filed with the SEC on February 8, 2019. |
Consolidation | The condensed consolidated financial statements include the accounts of TGE and its subsidiaries and controlled affiliates. Intra-entity items have been eliminated in the presentation. Net income or loss from consolidated subsidiaries that are not wholly-owned by TGE is attributed to TGE and noncontrolling interests in accordance with the respective ownership interests. We have no elements of other comprehensive income for the periods presented. |
Use of Estimates | Use of Estimates Certain amounts included in or affecting these condensed consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. |
Income Tax, Policy | Income Taxes During the nine months ended September 30, 2019 , we recognized an additional deferred tax asset of $123.1 million upon exercise of the Exchange Right, as discussed in Note 11 – Partnership Equity , with respect to 21,751,018 Class B shares to Class A shares in connection with the Blackstone Acquisition discussed in Note 1 – Description of Business . As a result of the increased income allocated to TGE resulting from our increased ownership in TEP following the merger transaction effective June 30, 2018 and the exercise of the Exchange Right effective March 11, 2019, our annual effective tax rate increased from 9.02% for the nine months ended September 30, 2018 to 14.79% for the nine months ended September 30, 2019 . As discussed in Note 3 – Acquisitions , a newly formed indirect subsidiary of TGE acquired the outstanding stock of an entity classified as a C corporation for U.S. federal income tax purposes effective May 1, 2019. As a result, we recognized approximately $237,000 of current income taxes during the three months ended September 30, 2019 . |
Accounting Pronouncements | Accounting Pronouncement Recently Adopted ASU No. 2016-02, "Leases (Topic 842)" In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 provides a comprehensive update to the lease accounting topic in the Codification intended to increase transparency and comparability among organizations by recognizing right-of-use ("ROU") assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in ASU 2016-02 include a revised definition of a lease as well as certain scope exceptions. The changes primarily impact lessee accounting, while lessor accounting is largely unchanged from previous GAAP. Management has completed its evaluation and implemented the revised guidance using the modified retrospective method as of January 1, 2019. This approach allows us to (i) initially apply ASC 842 at the adoption date, January 1, 2019 and (ii) continue reporting comparative periods presented in the financial statements in the period of adoption under ASC 840. Accordingly, we will not recast comparative periods in the condensed consolidated financial statements. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We have also elected the following practical expedients: (a) the land easement practical expedient, allowing us to carry forward our accounting treatment for existing land easements as property, plant and equipment, (b) the practical expedient for short-term leases, allowing us to not recognize ROU assets or lease liabilities for leases with a term of 12 months or less, and (c) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease. Excluding ROU assets and lease liabilities relating to agreements between consolidated subsidiaries, adoption of the new standard resulted in the recognition of ROU assets of approximately $2.3 million , and current and non-current lease liabilities of approximately $0.6 million and $1.7 million , respectively, for operating leases as of January 1, 2019. Our accounting for finance leases remained substantially unchanged. The adoption of this guidance had no impact to our cash flows from operating, investing, or financing activities. For additional information see Note 13 – Leases . Accounting Pronouncements Not Yet Adopted ASU No. 2016-13, "Financial Instruments–Credit Losses (Topic 326)" In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326). ASU 2016-13 amends current measurement techniques used to estimate credit losses for financial assets. The amendments in ASU 2016-13 are effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of ASU 2016-13 but do not anticipate a material impact on our consolidated financial statements. |
Leases (Policies)
Leases (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lessee, Leases | Under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating leases), other than those that qualify for the short-term recognition exemption, we recognize as of the lease commencement date on the balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As most of our leases do not provide an implicit rate, we determine the appropriate discount rate using our incremental secured borrowing rate, with consideration given to the nature and term of the leased asset. |
Lessor, Leases | Under ASC 842, a contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. We assess whether an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating leases), other than those that qualify for the short-term recognition exemption, we recognize as of the lease commencement date on the balance sheet a liability for our obligation related to the lease and a corresponding asset representing our right to use the underlying asset over the period of use. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As most of our leases do not provide an implicit rate, we determine the appropriate discount rate using our incremental secured borrowing rate, with consideration given to the nature and term of the leased asset. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | Unaudited pro forma revenue and net income attributable to TGE for the three and nine months ended September 30, 2019 and 2018 is presented below as if the acquisition of CES had been completed on January 1, 2018. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Revenue $ 226,709 $ 205,016 $ 640,377 $ 583,788 Net income attributable to TGE $ 72,524 $ 60,641 $ 195,565 $ 78,695 |
CES Holding Company, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following represents the fair value of assets acquired and liabilities assumed: Preliminary Adjustments Final (in thousands) Accounts receivable $ 1,391 $ — $ 1,391 Prepayments 67 — 67 Property, plant and equipment 6,900 4,400 11,300 Intangible asset 35,800 (2,900 ) 32,900 (1) Accounts payable and accrued liabilities (1,518 ) — (1,518 ) (2) Deferred tax liability (8,557 ) (189 ) (8,746 ) Net identifiable assets acquired 34,083 1,311 35,394 Goodwill 17,734 (1,311 ) 16,423 Net assets acquired (excluding cash) $ 51,817 $ — $ 51,817 (1) The $32.9 million intangible asset acquired represents customer relationships and is amortized on a straight-line basis over a period of 8 years. (2) Includes the estimated fair value of the liability for contingent consideration of $0.7 million . |
NGL Water Solutions Bakken, LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following represents the fair value of assets acquired and liabilities assumed: Preliminary Adjustments Final (in thousands) Accounts receivable $ 3,599 $ (3,599 ) $ — Prepayments and other current assets 5 — 5 Property, plant and equipment 17,200 — 17,200 Intangible asset 54,000 — 54,000 Accounts payable and accrued liabilities (949 ) 644 (305 ) Net identifiable assets acquired 73,855 (2,955 ) 70,900 Goodwill 17,145 2,955 20,100 Net assets acquired $ 91,000 $ — $ 91,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions with Affiliated Companies | Totals of transactions with affiliated companies, excluding transactions disclosed elsewhere in these notes, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Processing and other revenues (1) $ 2,020 $ 1,838 $ 5,830 $ 5,603 Cost of transportation services (2) $ 210 $ — $ 730 $ — (1) Reflects the fee that NatGas receives as the operator of the Rockies Express Pipeline. (2) Reflects rent expense for crude oil storage and terminalling services provided by Powder River Gateway. Details of balances with affiliates included in "Accounts receivable, net" in the condensed consolidated balance sheets are as follows: September 30, 2019 December 31, 2018 (in thousands) Receivable from related parties: Rockies Express Pipeline LLC $ 2,900 $ 3,447 Powder River Gateway, LLC 379 — Pawnee Terminal, LLC 100 115 Iron Horse Pipeline, LLC — 186 Total receivable from related parties $ 3,379 $ 3,748 Details of gas imbalances with affiliated shippers included in "Prepayments and other current assets" and "Other current liabilities" in the condensed consolidated balance sheets are as follows: September 30, 2019 December 31, 2018 (in thousands) Affiliate gas imbalance receivables $ 30 $ 19 Affiliate gas imbalance payables $ 875 $ 742 |
Inventory - (Tables)
Inventory - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 (in thousands) Crude oil $ 30,158 $ 23,205 Materials and supplies 7,747 8,206 Gas in underground storage 2,650 2,740 Natural gas liquids 473 165 Total inventory $ 41,028 $ 34,316 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property Plant and Equipment | A summary of net property, plant and equipment by classification is as follows: September 30, 2019 December 31, 2018 (in thousands) Crude oil pipelines $ 1,365,353 $ 1,313,976 Gathering, processing and terminalling assets 970,749 889,168 Natural gas pipelines 624,489 607,343 General and other (1) 172,708 180,299 Construction work in progress 188,320 191,994 Accumulated depreciation and amortization (456,512 ) (380,351 ) Total property, plant and equipment, net $ 2,865,107 $ 2,802,429 (1) Includes approximately $30.7 million of land associated with the PLT capital lease as discussed in Note 13 – Leases . |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized financial information for Rockies Express is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Revenue $ 233,010 $ 225,753 $ 696,094 $ 683,426 Operating income $ 130,908 $ 127,119 $ 397,629 $ 385,831 Net income to Members $ 100,968 $ 90,707 $ 322,212 $ 270,338 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill [Abstract] | |
Schedule of Goodwill | Reconciliation of Goodwill The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period: Natural Gas Transportation Gathering, Processing & Terminalling Total (in thousands) Balance at December 31, 2018 $ 255,558 $ 166,425 $ 421,983 Goodwill acquired — 16,423 (1) 16,423 Other adjustments — 2,955 (2) 2,955 Balance at September 30, 2019 $ 255,558 $ 185,803 $ 441,361 (1) The $16.4 million of goodwill was recorded in connection with the acquisition of CES on May 1, 2019 as discussed further in Note 3 – Acquisitions . (2) The $3.0 million goodwill adjustment was recorded in connection with a purchase price allocation adjustment related to the NGL Water Solutions Bakken acquisition as discussed further in Note 3 – Acquisitions . |
Risk Management (Tables)
Risk Management (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Contracts | The following table summarizes the fair values of our derivative contracts included in the condensed consolidated balance sheets: Balance Sheet Location September 30, 2019 December 31, 2018 (in thousands) Crude oil derivative contracts Prepayments and other current assets $ 4,015 $ 3,526 Crude oil derivative contracts Other current liabilities $ 454 $ 1,642 As of September 30, 2019 , the amounts shown represent the fair value of crude oil derivative contracts for the forward purchase of 2,157,325 and the forward sale of 4,349,000 barrels of crude oil consisting of fixed price and floating price contracts, which will settle throughout 2019 and 2020. As of December 31, 2018 , the amounts shown represent the fair value of crude oil derivative contracts for the forward purchase of 2,105,146 and the forward sale of 1,274,500 barrels of crude oil consisting of fixed price and floating price contracts, which will settle throughout 2019. |
Derivative Contracts Included in Consolidated Statements of Income | The following table summarizes the impact of derivative contracts not designated as hedging contracts for the three and nine months ended September 30, 2019 and 2018 : Location of gain recognized Amount of gain recognized in income on derivatives Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Crude oil derivative contracts Sales of natural gas, NGLs, and crude oil $ 14,574 $ 9,435 $ 40,631 $ 16,665 |
Derivative Instruments Maximum Potential Exposure to Credit Loss | The maximum potential exposure to credit losses on our crude oil derivative contracts at September 30, 2019 was: Asset Position (in thousands) Gross $ 4,015 Netting agreement impact — Cash collateral held — Net exposure $ 4,015 |
Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification | The following table summarizes the fair value measurements of our derivative contracts as of September 30, 2019 and December 31, 2018 , based on the fair value hierarchy: Asset Fair Value Measurements Using Total Quoted prices in Significant Significant (in thousands) As of September 30, 2019: Crude oil derivative contracts $ 4,015 $ — $ 4,015 $ — As of December 31, 2018: Crude oil derivative contracts $ 3,526 $ — $ 3,526 $ — Liability Fair Value Measurements Using Total Quoted prices in Significant Significant (in thousands) As of September 30, 2019: Crude oil derivative contracts $ 454 $ — $ 454 $ — As of December 31, 2018: Crude oil derivative contracts $ 1,642 $ — $ 1,642 $ — |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our long-term debt is held at TEP and consisted of the following at September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 (in thousands) Revolving credit facility $ 1,467,000 $ 1,224,000 4.75% senior notes due October 1, 2023 500,000 500,000 5.50% senior notes due September 15, 2024 750,000 750,000 5.50% senior notes due January 15, 2028 750,000 750,000 Less: Deferred financing costs, net (1) (18,848 ) (21,421 ) Plus: Unamortized premium on 2028 Notes 3,116 3,379 Total long-term debt, net $ 3,451,268 $ 3,205,958 (1) Deferred financing costs, net as presented above relate solely to the Senior Notes (as defined below). Deferred financing costs associated with our revolving credit facility are presented in noncurrent assets on our condensed consolidated balance sheets. |
Schedule of Line of Credit Facility | The following table sets forth the available borrowing capacity under our revolving credit facility as of September 30, 2019 and December 31, 2018 : September 30, 2019 December 31, 2018 (in thousands) Total capacity under the revolving credit facility $ 2,250,000 $ 2,250,000 Less: Outstanding borrowings under the revolving credit facility (1,467,000 ) (1,224,000 ) Less: Letters of credit issued under the revolving credit facility (94 ) (94 ) Available capacity under the revolving credit facility $ 782,906 $ 1,025,906 |
Carrying Amount and Fair value of Long-term Debt | The following table sets forth the carrying amount and fair value of long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 , but for which fair value is disclosed: Fair Value Quoted prices Significant Significant Total Carrying (in thousands) As of September 30, 2019: Revolving credit facility $ — $ 1,467,000 $ — $ 1,467,000 $ 1,467,000 2023 Notes $ — $ 502,135 $ — $ 502,135 $ 495,466 2024 Notes $ — $ 748,305 $ — $ 748,305 $ 742,344 2028 Notes $ — $ 735,998 $ — $ 735,998 $ 746,458 As of December 31, 2018: Revolving credit facility $ — $ 1,224,000 $ — $ 1,224,000 $ 1,224,000 2023 Notes $ — $ 485,285 $ — $ 485,285 $ 494,603 2024 Notes $ — $ 737,745 $ — $ 737,745 $ 741,196 2028 Notes $ — $ 726,503 $ — $ 726,503 $ 746,159 |
Partnership Equity - Dividends
Partnership Equity - Dividends Declared (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Dividends Declared | The following table details the dividends for the periods indicated: Three Months Ended Date Paid Dividends to Class A Shareholders Dividends per Class A Share (in thousands, except per share amounts) September 30, 2019 November 14, 2019 (1) $ 98,559 $ 0.5500 June 30, 2019 August 14, 2019 96,767 0.5400 March 31, 2019 May 15, 2019 94,975 0.5300 December 31, 2018 February 14, 2019 81,304 0.5200 September 30, 2018 November 14, 2018 79,717 0.5100 June 30, 2018 August 14, 2018 77,052 0.4975 March 31, 2018 May 15, 2018 28,316 0.4875 (1) The dividend announced on October 10, 2019 for the third quarter of 2019 will be paid on November 14, 2019 to Class A shareholders of record at the close of business on October 31, 2019 . |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | A summary of our revenue by line of business is as follows: Three Months Ended September 30, 2019 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 111,572 $ — $ — $ 111,572 Natural gas transportation - firm service 30,066 — — (490 ) 29,576 Water business services — — 31,311 — 31,311 Natural gas gathering & processing fees — — 7,021 — 7,021 All other (1) 2,742 15,215 5,425 (18,836 ) 4,546 Total service revenue 32,808 126,787 43,757 (19,326 ) 184,026 Natural gas liquids sales — — 16,256 — 16,256 Natural gas sales — — 8,932 — 8,932 Crude oil sales — — 138 — 138 Total commodity sales revenue — — 25,326 — 25,326 Total revenue from contracts with customers 32,808 126,787 69,083 (19,326 ) 209,352 Other revenue (2) — — 21,760 (4,403 ) 17,357 Total revenue (3) $ 32,808 $ 126,787 $ 90,843 $ (23,729 ) $ 226,709 Nine Months Ended September 30, 2019 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 306,288 $ — $ — $ 306,288 Natural gas transportation - firm service 94,571 — — (1,374 ) 93,197 Water business services — — 80,896 — 80,896 Natural gas gathering & processing fees — — 18,431 — 18,431 All other (1) 8,831 45,723 12,689 (54,584 ) 12,659 Total service revenue 103,402 352,011 112,016 (55,958 ) 511,471 Natural gas liquids sales — — 46,303 — 46,303 Natural gas sales 119 — 24,441 — 24,560 Crude oil sales — 4,730 384 — 5,114 Total commodity sales revenue 119 4,730 71,128 — 75,977 Total revenue from contracts with customers 103,521 356,741 183,144 (55,958 ) 587,448 Other revenue (2) — — 62,495 (14,358 ) 48,137 Total revenue (3) $ 103,521 $ 356,741 $ 245,639 $ (70,316 ) $ 635,585 Three Months Ended September 30, 2018 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 100,614 $ — $ — $ 100,614 Natural gas transportation - firm service 31,070 — — (793 ) 30,277 Water business services — — 12,837 — 12,837 Natural gas gathering & processing fees — — 6,631 — 6,631 All other (1) 2,551 13,321 6,709 (17,636 ) 4,945 Total service revenue 33,621 113,935 26,177 (18,429 ) 155,304 Natural gas liquids sales — — 26,201 — 26,201 Natural gas sales 456 — 5,517 — 5,973 Crude oil sales — 2,315 147 — 2,462 Total commodity sales revenue 456 2,315 31,865 — 34,636 Total revenue from contracts with customers 34,077 116,250 58,042 (18,429 ) 189,940 Other revenue (2) — — 13,570 (3,190 ) 10,380 Total revenue (3) $ 34,077 $ 116,250 $ 71,612 $ (21,619 ) $ 200,320 Nine Months Ended September 30, 2018 Natural Gas Transportation segment Crude Oil Transportation segment Gathering, Processing, & Terminalling segment Corporate and Other Total Revenue (in thousands) Crude oil transportation - committed shipper revenue $ — $ 286,594 $ — $ — $ 286,594 Natural gas transportation - firm service 96,166 — — (4,074 ) 92,092 Water business services — — 38,246 — 38,246 Natural gas gathering & processing fees — — 17,429 — 17,429 All other (1) 8,240 26,124 18,809 (36,832 ) 16,341 Total service revenue 104,406 312,718 74,484 (40,906 ) 450,702 Natural gas liquids sales — — 77,287 — 77,287 Natural gas sales 802 — 17,907 — 18,709 Crude oil sales — 6,290 515 — 6,805 Total commodity sales revenue 802 6,290 95,709 — 102,801 Total revenue from contracts with customers 105,208 319,008 170,193 (40,906 ) 553,503 Other revenue (2) — — 28,869 (9,369 ) 19,500 Total revenue (3) $ 105,208 $ 319,008 $ 199,062 $ (50,275 ) $ 573,003 (1) Includes revenue from crude oil terminal services, interruptible natural gas transportation and storage, and natural gas park and loan service. (2) Includes lease and derivative revenue not subject to ASC 606. (3) Excludes revenue recognized at unconsolidated investments, including revenue recognized at Rockies Express of $233.0 million and $696.1 million for the three and nine months ended September 30, 2019 , respectively, and $225.8 million and $683.4 million for the three and nine months ended September 30, 2018 , respectively. See Note 7 – Investments in Unconsolidated Affiliates for additional information about our investment in Rockies Express. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to recognize the total backlog during the remainder of 2019 and future periods as follows (in thousands): Year Estimated Revenue 2019 – remaining $ 126,248 2020 407,639 2021 219,345 2022 213,821 2023 176,480 Thereafter 259,331 Total $ 1,402,864 |
Contract with Customer, Asset and Liability | Contract balances at September 30, 2019 and December 31, 2018 were as follows: September 30, 2019 December 31, 2018 (in thousands) Accounts receivable from contracts with customers $ 83,712 $ 80,935 Other accounts receivable (1) 159,202 151,414 Receivable from related parties 3,379 3,748 Accounts receivable, net $ 246,293 $ 236,097 Deferred revenue from contracts with customers (2) $ 125,198 $ 111,095 (1) Other accounts receivable primarily consists of receivables under crude oil forward purchase and sale arrangements that are accounted for as derivatives under ASC 815. (2) Revenue recognized during the three and nine months ended September 30, 2019 that was included in the deferred revenue balance at the beginning of the period was $10.5 million and $17.0 million , respectively. This revenue primarily represented the utilization of shipper deficiencies at Pony Express. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lessee, Supplemental Balance Sheet | Supplemental information related to our existing leases as of September 30, 2019 was as follows: Balance Sheet Location September 30, 2019 Operating Leases: (in thousands, except lease term and discount rate) Operating lease right-of-use assets Deferred charges and other assets $ 11,673 (1) Current operating lease liabilities Other current liabilities $ 1,239 (1) Non-current operating lease liabilities Other long-term liabilities and deferred credits $ 10,496 (1) Finance Leases: Finance lease right-of-use asset (2) Property, plant and equipment, net $ 30,704 Weighted Average Remaining Lease Term: Operating leases 15.6 years Finance leases 39.2 years Weighted Average Discount Rate: Operating leases 5.88 % Finance leases 7.01 % (1) Includes right-of-use asset of approximately $9.0 million and current and non-current lease liabilities of $0.1 million and $8.9 million , respectively, related to Guernsey Terminal capacity that we lease from Powder River Gateway. (2) PLT satisfied the initial capital lease obligation of $30.7 million at lease inception and as a result has no outstanding liability or imputed interest on the future minimum rental commitments. |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of September 30, 2019 were as follows: Year Operating Leases Finance Leases (1) (in thousands) 2019 – remaining $ 481 $ 449 2020 1,913 449 2021 1,315 449 2022 972 449 2023 895 449 Thereafter 13,385 17,770 Total lease payments 18,961 20,015 Less: discounting for present value and other adjustments (7,226 ) (20,015 ) Present value of lease liabilities $ 11,735 $ — (1) Future lease payments for finance leases consist of the annual payments under the PLT land site lease. At lease inception, the present value of the future lease payments exceeded the fair value of the leased property. As a result, the right of use asset and capital lease obligation were recorded at the $30.7 million fair value of land. On that date, PLT made a payment of $30.7 million , immediately relieving the capital lease obligation. As a result, PLT does not have an outstanding capital lease obligation or impute interest on the future minimum rental commitments and will recognize expense for the future lease payments in the period in which they are made. |
Finance Lease, Liability, Maturity | Maturities of lease liabilities as of September 30, 2019 were as follows: Year Operating Leases Finance Leases (1) (in thousands) 2019 – remaining $ 481 $ 449 2020 1,913 449 2021 1,315 449 2022 972 449 2023 895 449 Thereafter 13,385 17,770 Total lease payments 18,961 20,015 Less: discounting for present value and other adjustments (7,226 ) (20,015 ) Present value of lease liabilities $ 11,735 $ — (1) Future lease payments for finance leases consist of the annual payments under the PLT land site lease. At lease inception, the present value of the future lease payments exceeded the fair value of the leased property. As a result, the right of use asset and capital lease obligation were recorded at the $30.7 million fair value of land. On that date, PLT made a payment of $30.7 million , immediately relieving the capital lease obligation. As a result, PLT does not have an outstanding capital lease obligation or impute interest on the future minimum rental commitments and will recognize expense for the future lease payments in the period in which they are made. |
Lessor, Operating Lease, Payments to be Received, Maturity | At September 30, 2019 , future minimum rental income under non-cancelable operating leases as the lessor were as follows: Year Total (in thousands) 2019 - remaining $ 2,374 2020 5,613 2021 3,773 2022 3,773 2023 3,773 Thereafter 7,353 Total $ 26,659 |
Schedule of Future Minimum Rental Payments for Operating Leases | At December 31, 2018 , our future minimum rental commitments under major, non-cancelable leases were as follows: Year Operating Leases Capital Lease (in thousands) 2019 $ 1,074 $ 449 2020 922 449 2021 483 449 2022 240 449 2023 147 449 Thereafter 364 17,770 Total $ 3,230 $ 20,015 |
Schedule of Future Minimum Lease Payments for Capital Leases | At December 31, 2018 , our future minimum rental commitments under major, non-cancelable leases were as follows: Year Operating Leases Capital Lease (in thousands) 2019 $ 1,074 $ 449 2020 922 449 2021 483 449 2022 240 449 2023 147 449 Thereafter 364 17,770 Total $ 3,230 $ 20,015 |
Net Income per Class A Share (T
Net Income per Class A Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Net Income per Class A Share | The following table illustrates the calculation of net income per Class A share for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands, except per unit amounts) Basic Net Income per Class A Share Net income attributable to TGE $ 72,524 $ 59,550 $ 194,730 $ 77,348 Basic weighted average Class A Shares outstanding 179,197 155,001 173,322 91,183 Basic net income per Class A share $ 0.40 $ 0.38 $ 1.12 $ 0.85 Diluted Net Income per Class A Share Net income attributable to TGE $ 72,524 $ 59,550 $ 194,730 $ 77,348 Incremental net income attributable to TGE including the effect of the assumed issuance of Equity Participation Shares 264 304 801 1,097 Net income attributable to TGE including incremental net income from assumed issuance of Equity Participation Shares $ 72,788 $ 59,854 $ 195,531 $ 78,445 Basic weighted average Class A Shares outstanding 179,197 155,001 173,322 91,183 Equity Participation Shares equivalent shares 958 1,087 1,434 1,478 Diluted weighted average Class A Shares outstanding 180,155 156,088 174,756 92,661 Diluted net income per Class A Share $ 0.40 $ 0.38 $ 1.12 $ 0.85 |
Reporting Segments (Tables)
Reporting Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of TGE's Segment Information of Revenue | The following tables set forth our segment information for the periods indicated: Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Revenue: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 32,808 $ (490 ) $ 32,318 $ 34,077 $ (816 ) $ 33,261 Crude Oil Transportation 126,787 (14,415 ) 112,372 116,250 (13,579 ) 102,671 Gathering, Processing & Terminalling 90,843 (8,824 ) 82,019 71,612 (7,224 ) 64,388 Corporate and Other — — — — — — Total revenue $ 250,438 $ (23,729 ) $ 226,709 $ 221,939 $ (21,619 ) $ 200,320 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 103,521 $ (1,391 ) $ 102,130 $ 105,208 $ (4,136 ) $ 101,072 Crude Oil Transportation 356,741 (44,774 ) 311,967 319,008 (26,323 ) 292,685 Gathering, Processing & Terminalling 245,639 (24,151 ) 221,488 199,062 (19,816 ) 179,246 Corporate and Other — — — — — — Total revenue $ 705,901 $ (70,316 ) $ 635,585 $ 623,278 $ (50,275 ) $ 573,003 |
Summary of TGE's Segment Information of Earnings | Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Tallgrass Equity Adjusted EBITDA: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 142,158 $ (1,163 ) $ 140,995 $ 121,433 $ (1,460 ) $ 119,973 Crude Oil Transportation 88,202 (4,527 ) 83,675 87,567 (5,008 ) 82,559 Gathering, Processing & Terminalling 35,611 5,690 41,301 13,679 6,468 20,147 Corporate and Other (2,203 ) — (2,203 ) (2,317 ) — (2,317 ) Reconciliation to Net Income: Add: Equity in earnings of unconsolidated investments (1) 86,349 76,268 Non-cash gain related to derivative instruments (1) 1,928 2,993 Gain on disposal of assets (1) — 279 Less: Interest expense, net (1) (41,630 ) (34,019 ) Depreciation and amortization expense (1) (31,500 ) (27,356 ) Distributions from unconsolidated investments (1) (129,122 ) (100,720 ) Non-cash compensation expense (1) (2,951 ) (2,767 ) Deficiency payments, net (1) 2,329 (3,468 ) Loss on debt retirement — (2,245 ) Income tax expense (1) (22,563 ) (11,997 ) Net income attributable to Exchange Right Holders (54,084 ) (57,780 ) Net income attributable to TGE $ 72,524 $ 59,550 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Tallgrass Equity Adjusted EBITDA: Total Inter- External Total Inter- External (in thousands) Natural Gas Transportation $ 425,286 $ (3,253 ) $ 422,033 $ 253,169 $ (2,940 ) $ 250,229 Crude Oil Transportation 258,900 (17,681 ) 241,219 150,943 (3,857 ) 147,086 Gathering, Processing & Terminalling 87,380 20,934 108,314 30,002 6,797 36,799 Corporate and Other (7,771 ) — (7,771 ) (20,819 ) — (20,819 ) Reconciliation to Net Income: Add: Equity in earnings of unconsolidated investments (1) 273,883 153,235 Non-cash gain related to derivative instruments (1) 899 3,306 Gain on disposal of assets (1) — 3,388 Less: Interest expense, net (1) (121,941 ) (57,208 ) Depreciation and amortization expense (1) (94,819 ) (45,794 ) Distributions from unconsolidated investments (1) (369,690 ) (198,019 ) Non-cash compensation expense (1) (23,521 ) (4,738 ) Deficiency payments, net (1) (14,241 ) (7,205 ) Loss on debt retirement — (2,245 ) Income tax expense (1) (61,606 ) (35,498 ) Net income attributable to Exchange Right Holders (158,029 ) (145,169 ) Net income attributable to TGE $ 194,730 $ 77,348 (1) Net of noncontrolling interest associated with less than wholly-owned subsidiaries of Tallgrass Equity. |
Summary of TGE's Segment Information of Capital Expenditures | Nine Months Ended September 30, Capital Expenditures: 2019 2018 (in thousands) Natural Gas Transportation $ 75,478 $ 96,290 Crude Oil Transportation 78,379 39,847 Gathering, Processing & Terminalling 66,411 125,866 Corporate and Other 5,194 3,070 Total capital expenditures $ 225,462 $ 265,073 |
Summary of TGE's Segment Information of Assets | Assets: September 30, 2019 December 31, 2018 (in thousands) Natural Gas Transportation $ 2,624,490 $ 2,606,696 Crude Oil Transportation 1,758,450 1,423,740 Gathering, Processing & Terminalling 1,580,752 1,522,559 Corporate and Other 239,205 340,514 Total assets $ 6,202,897 $ 5,893,509 |
Description of Business - Addit
Description of Business - Additional Information (Detail) $ / shares in Units, $ in Billions | Mar. 11, 2019USD ($)shares | Sep. 30, 2019mi | Aug. 27, 2019$ / shares | Jan. 01, 2019 |
Organization [Line Items] | ||||
Sale of Stock, Consideration Received on Transaction | $ | $ 3.2 | |||
Proposed Sale of Stock, Price Per Share | $ / shares | $ 19.50 | |||
Rockies Express Pipeline LLC | ||||
Organization [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 75.00% | |||
Powder River Gateway | ||||
Organization [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 51.00% | |||
Tallgrass Energy, LP (TGE) | Powder River Gateway | ||||
Organization [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 51.00% | |||
Powder River Express Pipeline | ||||
Organization [Line Items] | ||||
Miles of Pipeline | mi | 70 | |||
Iron Horse Pipeline, LLC | ||||
Organization [Line Items] | ||||
Miles of Pipeline | mi | 80 | |||
Tallgrass Equity, LLC | Tallgrass Energy, LP (TGE) | ||||
Organization [Line Items] | ||||
Ownership Interest | 63.70% | |||
Tallgrass Equity, LLC | Sponsor Entities | ||||
Organization [Line Items] | ||||
Partners' Capital Account, Units, Sold in Private Placement | 100,655,121 | |||
Tallgrass NatGas Operator, LLC | ||||
Organization [Line Items] | ||||
Ownership Interest | 100.00% | |||
Tallgrass Terminals, LLC | ||||
Organization [Line Items] | ||||
Ownership Interest | 100.00% | |||
Tallgrass Energy, LP (TGE) | Sponsor Entities | ||||
Organization [Line Items] | ||||
Ownership Interest | 44.20% | |||
Tallgrass Energy, LP (TGE) | Common Class A | Sponsor Entities | ||||
Organization [Line Items] | ||||
Partners' Capital Account, Units, Sold in Private Placement | 21,751,018 | |||
Tallgrass Energy, LP (TGE) | Common Class B | Sponsor Entities | ||||
Organization [Line Items] | ||||
Partners' Capital Account, Units, Sold in Private Placement | 100,655,121 | |||
Tallgrass Energy GP, LLC | Sponsor Entities | ||||
Organization [Line Items] | ||||
Ownership Interest | 100.00% | 100.00% |
Summary of Significant Account
Summary of Significant Account Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 11, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||||
Deferred tax asset | $ 334,970,000 | $ 334,970,000 | $ 123,100,000 | $ 273,531,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 14.79% | 9.02% | ||||
Current Income Tax Expense (Benefit) | 237,000 | |||||
Operating Lease, Right-of-Use Asset | 11,673,000 | $ 11,673,000 | ||||
Operating Lease, Liability, Current | 1,239,000 | 1,239,000 | ||||
Operating Lease, Liability, Noncurrent | $ 10,496,000 | $ 10,496,000 | ||||
Accounting Standards Update 2016-02 | ||||||
Income Tax Contingency [Line Items] | ||||||
Operating Lease, Right-of-Use Asset | $ 2,300,000 | |||||
Operating Lease, Liability, Current | 600,000 | |||||
Operating Lease, Liability, Noncurrent | $ 1,700,000 | |||||
Class B Shares to Class A Shares | ||||||
Income Tax Contingency [Line Items] | ||||||
Conversion of Stock, Shares Converted | 21,751,018 |
CES Acquisition - Assets Acquir
CES Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 01, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 441,361 | $ 441,361 | $ 421,983 | ||
Goodwill, Purchase Accounting Adjustments | 2,955 | ||||
CES Holding Company, Inc. | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 1,391 | 1,391 | 1,391 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 67 | 67 | 67 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,900 | 11,300 | 11,300 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 4,400 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 35,800 | 32,900 | 32,900 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (2,900) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1,518) | (1,518) | (1,518) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (8,557) | (8,746) | (8,746) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liability | (189) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 34,083 | 35,394 | 35,394 | ||
Goodwill | 17,734 | 16,423 | 16,423 | ||
Goodwill, Purchase Accounting Adjustments | (1,311) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 51,817 | 51,817 | 51,817 | ||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||
Business Combination, Contingent Consideration, Liability | 700 | 700 | |||
Adjustments | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,311 | 1,311 | $ (2,955) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 0 | $ 0 | $ 0 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | $ 226,709 | $ 205,016 | $ 640,377 | $ 583,788 |
Business Acquisition, Pro Forma Net Income | $ 72,524 | $ 60,641 | $ 195,565 | $ 78,695 |
NGL Acquisition - Assets Acquir
NGL Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 441,361 | $ 421,983 | ||
Goodwill, Purchase Accounting Adjustments | 2,955 | |||
NGL Water Solutions Bakken, LLC | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 0 | $ 3,599 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | (3,599) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 5 | 5 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 17,200 | 17,200 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 54,000 | 54,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 305 | 949 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 644 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 70,900 | 73,855 | ||
Goodwill | 20,100 | 17,145 | ||
Goodwill, Purchase Accounting Adjustments | 2,955 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 91,000 | $ 91,000 | ||
Adjustments | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (2,955) | 1,311 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 0 | $ 0 |
Acquisitions- Additional Inform
Acquisitions- Additional Information (Details) - USD ($) $ in Thousands | May 01, 2019 | Jan. 01, 2019 | Nov. 30, 2018 | Nov. 05, 2018 | Sep. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Increase from Business Combination | $ 31,843 | |||||||||||
Goodwill | $ 441,361 | $ 441,361 | $ 441,361 | $ 421,983 | ||||||||
Equity Method Investments | $ 2,113,758 | 122,504 | $ 0 | |||||||||
Contributions to unconsolidated investments | $ (75,179) | (444,788) | ||||||||||
Contribution of Property | $ 86,900 | |||||||||||
Facility storage capacity | $ 20,000 | |||||||||||
BNN Eastern, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 7.65% | 7.65% | 7.65% | |||||||||
Noncontrolling Interest, Increase from Business Combination | $ 3,400 | |||||||||||
Drexel Hamilton Infrastructure Fund I, L.P. (DHIF) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Right to receive special distributions | $ 35,000 | |||||||||||
Special Distribution, Current-portion | 25,000 | |||||||||||
Special Distribution, Non-current portion | 10,000 | |||||||||||
Powder River Gateway | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contributions to unconsolidated investments | $ (37,000) | $ (37,000) | $ 0 | |||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | 51.00% | |||||||||
Powder River Gateway | Tallgrass Energy, LP (TGE) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||||||||
Powder River Gateway | Silver Creek Midstream, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 49.00% | |||||||||||
Iron Horse Pipeline, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity Method Investments | $ 35,600 | |||||||||||
Iron Horse Pipeline, LLC | Tallgrass Energy, LP (TGE) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 75.00% | |||||||||||
Iron Horse Pipeline, LLC | Silver Creek Midstream, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 25.00% | |||||||||||
CES Holding Company, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 52,000 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 3,000 | |||||||||||
Goodwill | $ 17,734 | $ 16,423 | $ 16,423 | $ 16,423 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,400 | 4,500 | ||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 800 | $ 900 | ||||||||||
NGL Water Solutions Bakken, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 91,000 | |||||||||||
Goodwill | $ 17,145 | $ 20,100 | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||
Plaquemines Liquids Terminal, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||||||||||
Preferred Membership Interest, Ownership Percentage | 100.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Transactions with Affiliated Companies (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Revenue from affiliated companies | $ 2,020 | $ 1,838 | $ 5,830 | $ 5,603 | |
Related Party Costs | 210 | $ 0 | 730 | $ 0 | |
Accounts Receivable, Related Parties, Current | 3,379 | 3,379 | $ 3,748 | ||
Affiliate Gas Balance Receivables | 30 | 30 | 19 | ||
Affiliate Gas Balance Payable | 875 | 875 | 742 | ||
Rockies Express Pipeline LLC | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 2,900 | 2,900 | 3,447 | ||
Powder River Gateway | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 379 | 379 | 0 | ||
Pawnee Terminal, LLC | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 100 | 100 | 115 | ||
Iron Horse Pipeline, LLC | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | $ 0 | $ 0 | $ 186 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Inventories | $ 41,028 | $ 34,316 |
Crude Oil | ||
Inventory [Line Items] | ||
Inventories | 30,158 | 23,205 |
Materials and supplies | ||
Inventory [Line Items] | ||
Inventories | 7,747 | 8,206 |
Gas in underground storage | ||
Inventory [Line Items] | ||
Inventories | 2,650 | 2,740 |
Natural Gas Liquids | ||
Inventory [Line Items] | ||
Inventories | $ 473 | $ 165 |
Property Plant and Equipment -
Property Plant and Equipment - Components of Property Plant and Equipment (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (456,512,000) | $ (380,351,000) |
Property, plant and equipment | 2,865,107,000 | 2,802,429,000 |
Crude oil pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,365,353,000 | 1,313,976,000 |
Gathering, processing and terminalling assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 970,749,000 | 889,168,000 |
Natural gas pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 624,489,000 | 607,343,000 |
General and other (1) | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 172,708,000 | 180,299,000 |
Construction work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 188,320,000 | $ 191,994,000 |
Plaquemines Liquids Terminal, LLC | General and other (1) | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 30,700,000 |
Investments in Unconsolidated_3
Investments in Unconsolidated Affiliates - Equity Method Investments (Details) - Rockies Express Pipeline LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investment, Summarized Financial Information, Revenue | $ 233,010 | $ 225,753 | $ 696,094 | $ 683,426 |
Equity Method Investment, Summarized Financial Information, Operating income | 130,908 | 127,119 | 397,629 | 385,831 |
Equity Method Investment, Summarized Financial Information, Net Income | $ 100,968 | $ 90,707 | $ 322,212 | $ 270,338 |
Investments in Unconsolidated_4
Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 12, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings of unconsolidated investments | $ 86,349 | $ 76,268 | $ 273,883 | $ 222,857 | |
Contributions to unconsolidated investments | $ (75,179) | $ (444,788) | |||
Rockies Express Pipeline LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 75.00% | 75.00% | |||
Equity in earnings of unconsolidated investments | $ 267,200 | ||||
Distributions from unconsolidated investments | 361,200 | ||||
Contributions to unconsolidated investments | $ (49,900) | ||||
Debt Instrument, Face Amount | $ 550,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.95% | ||||
Debt Instrument, Repurchase Amount | $ 525,000 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill | $ 441,361 | $ 421,983 |
Goodwill, Acquired During Period | 16,423 | |
Goodwill, Purchase Accounting Adjustments | 2,955 | |
Natural Gas Transportation | ||
Goodwill [Line Items] | ||
Goodwill | 255,558 | 255,558 |
Goodwill, Acquired During Period | 0 | |
Goodwill, Purchase Accounting Adjustments | 0 | |
Gathering, Processing & Terminalling | ||
Goodwill [Line Items] | ||
Goodwill | 185,803 | $ 166,425 |
Goodwill, Acquired During Period | 16,423 | |
Goodwill, Purchase Accounting Adjustments | 2,955 | |
Tallgrass Midstream, LLC | ||
Goodwill [Line Items] | ||
Goodwill | $ 79,200 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 17.00% |
Risk Management - Schedule of F
Risk Management - Schedule of Fair Value of Derivative Contracts (Detail) - Energy Related Derivative $ in Thousands | Sep. 30, 2019USD ($)bbl | Dec. 31, 2018USD ($)bbl |
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | $ 4,015 | $ 3,526 |
Derivative liability at fair value | 454 | 1,642 |
Not Designated as Hedging Instrument | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | $ 4,015 | $ 3,526 |
Derivative, Nonmonetary Notional Amount | bbl | 2,157,325 | 2,105,146 |
Not Designated as Hedging Instrument | Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability at fair value | $ 454 | $ 1,642 |
Derivative, Nonmonetary Notional Amount | bbl | 4,349,000 | 1,274,500 |
Risk Management - Derivative Co
Risk Management - Derivative Contracts Included in Consolidated Statement of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Not Designated as Hedging Instrument | Energy Related Derivative | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain recognized in income on derivatives | $ 14,574 | $ 9,435 | $ 40,631 | $ 16,665 |
Risk Management - Derivative In
Risk Management - Derivative Instruments Maximum Potential Exposure to Credit Loss (Details) - Energy Related Derivative | Sep. 30, 2019USD ($) |
Concentration Risk [Line Items] | |
Gross | $ 4,015,000 |
Netting agreement impact | 0 |
Cash collateral held | 0 |
Net exposure | $ 4,015,000 |
Risk Management - Schedule of E
Risk Management - Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification (Detail) - Energy Related Derivative - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | $ 4,015 | $ 3,526 |
Derivative liability at fair value | 454 | 1,642 |
Quoted prices in active markets for identical assets (Level 1) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | 0 | 0 |
Derivative liability at fair value | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | 4,015 | 3,526 |
Derivative liability at fair value | 454 | 1,642 |
Significant unobservable inputs (Level 3) | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset at fair value | 0 | 0 |
Derivative liability at fair value | $ 0 | $ 0 |
Risk Management - Additional In
Risk Management - Additional Information (Details) $ in Millions | Sep. 30, 2019USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Margin Deposit Assets | $ 0.5 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: Deferred financing costs, net | $ (18,848) | $ (21,421) |
Plus: Unamortized premium on 2028 Notes | 3,116 | 3,379 |
Total long-term debt, net | 3,451,268 | 3,205,958 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 1,467,000 | 1,224,000 |
Total long-term debt, net | 1,467,000 | 1,224,000 |
2023 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 495,466 | 494,603 |
2023 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 500,000 | 500,000 |
2024 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 742,344 | 741,196 |
2024 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 750,000 | 750,000 |
2028 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 746,458 | 746,159 |
2028 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 750,000 | $ 750,000 |
Long-term Debt - Capacity under
Long-term Debt - Capacity under Revolving Credit Facility (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Long-term Debt | $ (3,451,268) | $ (3,205,958) |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt | (1,467,000) | (1,224,000) |
Letters of Credit Outstanding, Amount | (94) | (94) |
Line of Credit Facility, Remaining Borrowing Capacity | 782,906 | 1,025,906 |
Wells Fargo Bank, National Association | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,250,000 | $ 2,250,000 |
Long-term Debt - Carrying Amoun
Long-term Debt - Carrying Amount and Fair Value of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,451,268 | $ 3,205,958 |
2023 Senior Notes | ||
Debt Instrument [Line Items] | ||
Fair Value | 502,135 | 485,285 |
Long-term Debt | 495,466 | 494,603 |
2023 Senior Notes | Quoted prices in active markets for identical assets (Level 1) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
2023 Senior Notes | Significant other observable inputs (Level 2) | ||
Debt Instrument [Line Items] | ||
Fair Value | 502,135 | 485,285 |
2023 Senior Notes | Significant unobservable inputs (Level 3) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
2024 Senior Notes | ||
Debt Instrument [Line Items] | ||
Fair Value | 748,305 | 737,745 |
Long-term Debt | 742,344 | 741,196 |
2024 Senior Notes | Quoted prices in active markets for identical assets (Level 1) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
2024 Senior Notes | Significant other observable inputs (Level 2) | ||
Debt Instrument [Line Items] | ||
Fair Value | 748,305 | 737,745 |
2024 Senior Notes | Significant unobservable inputs (Level 3) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
2028 Senior Notes | ||
Debt Instrument [Line Items] | ||
Fair Value | 735,998 | 726,503 |
Long-term Debt | 746,458 | 746,159 |
2028 Senior Notes | Quoted prices in active markets for identical assets (Level 1) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
2028 Senior Notes | Significant other observable inputs (Level 2) | ||
Debt Instrument [Line Items] | ||
Fair Value | 735,998 | 726,503 |
2028 Senior Notes | Significant unobservable inputs (Level 3) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Fair Value | 1,467,000 | 1,224,000 |
Long-term Debt | 1,467,000 | 1,224,000 |
Revolving Credit Facility | Quoted prices in active markets for identical assets (Level 1) | ||
Debt Instrument [Line Items] | ||
Fair Value | 0 | 0 |
Revolving Credit Facility | Significant other observable inputs (Level 2) | ||
Debt Instrument [Line Items] | ||
Fair Value | 1,467,000 | 1,224,000 |
Revolving Credit Facility | Significant unobservable inputs (Level 3) | ||
Debt Instrument [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | Sep. 30, 2019 |
Debt Instrument [Line Items] | |
Debt, Weighted Average Interest Rate | 3.54% |
Debt Instrument, Interest Rate, Effective Percentage | 4.35% |
2023 Senior Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 4.75% |
2024 Senior Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 5.50% |
2028 Senior Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 5.50% |
Partnership Equity - TGE Summar
Partnership Equity - TGE Summary of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | |||||||
Dividends | $ 98,559 | $ 96,767 | $ 94,975 | $ 81,304 | $ 79,717 | $ 77,052 | $ 28,316 |
Dividends Payable, Amount Per Share | $ 0.5500 | $ 0.5400 | $ 0.5300 | $ 0.5200 | $ 0.5100 | $ 0.4975 | $ 0.4875 |
Partnership Equity - Additional
Partnership Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Feb. 07, 2018 | Feb. 01, 2018 | |
Limited Partners' Capital Account [Line Items] | ||||||||||
Contributions from noncontrolling interests | $ 1,041,000 | $ 1,282,000 | $ 183,000 | |||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ 56,390,000 | $ 55,870,000 | 66,625,000 | $ 64,019,000 | $ 109,764,000 | 89,073,000 | $ 5,200,000 | $ 4,600,000 | ||
Distributions to noncontrolling interests | $ 178,885,000 | 262,856,000 | ||||||||
Payments for Purchase of Common Stock | 198,000,000 | |||||||||
Units Acquired | 5,619,218 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 1,092,637 | |||||||||
Share-based compensation, Shares Withheld for Taxes | 543,909 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 18.82 | |||||||||
Share-based Payment Arrangement, Accelerated Cost | $ 12,500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,796,400 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.19 | |||||||||
Tallgrass Equity, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 36.30% | 36.30% | ||||||||
Deeprock Development, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | 40.00% | ||||||||
BNN West Texas, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | 25.00% | ||||||||
BNN Colorado Water, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 37.00% | 37.00% | ||||||||
Plaquemines Liquids Terminal, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.00% | 20.00% | ||||||||
BNN Eastern, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 7.65% | 7.65% | ||||||||
Tallgrass Pony Express Pipeline, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Acquisitions | (50,000,000) | 16,200,000 | ||||||||
Carrying Value of Assets Acquired | $ 33,800,000 | |||||||||
Rockies Express Pipeline LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Acquisitions | 108,537,000 | 108,500,000 | ||||||||
Tallgrass Pony Express Pipeline, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 2.00% | |||||||||
Rockies Express Pipeline LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 25.01% | |||||||||
Noncontrolling Interest | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Contributions from noncontrolling interests | $ 1,041,000 | 1,282,000 | 183,000 | $ 2,300,000 | 200,000 | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ 56,390,000 | $ 55,870,000 | $ 66,625,000 | $ 64,019,000 | $ 109,764,000 | 89,073,000 | 178,900,000 | 262,900,000 | ||
Distributions to noncontrolling interests | $ 173,700,000 | 160,600,000 | ||||||||
Carrying Value of Common Units | $ 53,800,000 | |||||||||
Noncontrolling Interest | Tallgrass Energy Partners, LP | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Distributions to noncontrolling interests | $ 97,700,000 | |||||||||
Noncontrolling Interest | Tallgrass Pony Express Pipeline, LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Acquisitions | (44,732,000) | |||||||||
Noncontrolling Interest | Rockies Express Pipeline LLC | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Acquisitions | $ 74,421,000 | |||||||||
Class B Shares to Class A Shares | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 21,751,018 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 226,709 | $ 200,320 | $ 635,585 | $ 573,003 |
Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 111,572 | 100,614 | 306,288 | 286,594 |
Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 29,576 | 30,277 | 93,197 | 92,092 |
Water business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 31,311 | 12,837 | 80,896 | 38,246 |
Natural Gas Gathering & Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 7,021 | 6,631 | 18,431 | 17,429 |
Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 4,546 | 4,945 | 12,659 | 16,341 |
Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 184,026 | 155,304 | 511,471 | 450,702 |
Natural Gas Liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 16,256 | 26,201 | 46,303 | 77,287 |
Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 8,932 | 5,973 | 24,560 | 18,709 |
Crude Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 138 | 2,462 | 5,114 | 6,805 |
Energy Commodities and Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 25,326 | 34,636 | 75,977 | 102,801 |
Total Service and Commodity Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 209,352 | 189,940 | 587,448 | 553,503 |
Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 17,357 | 10,380 | 48,137 | 19,500 |
Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 32,808 | 34,077 | 103,521 | 105,208 |
Natural Gas Transportation | Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Natural Gas Transportation | Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 30,066 | 31,070 | 94,571 | 96,166 |
Natural Gas Transportation | Water business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Natural Gas Transportation | Natural Gas Gathering & Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Natural Gas Transportation | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 2,742 | 2,551 | 8,831 | 8,240 |
Natural Gas Transportation | Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 32,808 | 33,621 | 103,402 | 104,406 |
Natural Gas Transportation | Natural Gas Liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Natural Gas Transportation | Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 456 | 119 | 802 |
Natural Gas Transportation | Crude Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Natural Gas Transportation | Energy Commodities and Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 456 | 119 | 802 |
Natural Gas Transportation | Total Service and Commodity Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 32,808 | 34,077 | 103,521 | 105,208 |
Natural Gas Transportation | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 126,787 | 116,250 | 356,741 | 319,008 |
Crude Oil Transportation | Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 111,572 | 100,614 | 306,288 | 286,594 |
Crude Oil Transportation | Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | Water business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | Natural Gas Gathering & Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 15,215 | 13,321 | 45,723 | 26,124 |
Crude Oil Transportation | Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 126,787 | 113,935 | 352,011 | 312,718 |
Crude Oil Transportation | Natural Gas Liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Crude Oil Transportation | Crude Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 2,315 | 4,730 | 6,290 |
Crude Oil Transportation | Energy Commodities and Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 2,315 | 4,730 | 6,290 |
Crude Oil Transportation | Total Service and Commodity Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 126,787 | 116,250 | 356,741 | 319,008 |
Crude Oil Transportation | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Gathering, Processing & Terminalling | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 90,843 | 71,612 | 245,639 | 199,062 |
Gathering, Processing & Terminalling | Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Gathering, Processing & Terminalling | Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Gathering, Processing & Terminalling | Water business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 31,311 | 12,837 | 80,896 | 38,246 |
Gathering, Processing & Terminalling | Natural Gas Gathering & Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 7,021 | 6,631 | 18,431 | 17,429 |
Gathering, Processing & Terminalling | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 5,425 | 6,709 | 12,689 | 18,809 |
Gathering, Processing & Terminalling | Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 43,757 | 26,177 | 112,016 | 74,484 |
Gathering, Processing & Terminalling | Natural Gas Liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 16,256 | 26,201 | 46,303 | 77,287 |
Gathering, Processing & Terminalling | Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 8,932 | 5,517 | 24,441 | 17,907 |
Gathering, Processing & Terminalling | Crude Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 138 | 147 | 384 | 515 |
Gathering, Processing & Terminalling | Energy Commodities and Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 25,326 | 31,865 | 71,128 | 95,709 |
Gathering, Processing & Terminalling | Total Service and Commodity Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 69,083 | 58,042 | 183,144 | 170,193 |
Gathering, Processing & Terminalling | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 21,760 | 13,570 | 62,495 | 28,869 |
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (23,729) | (21,619) | (70,316) | (50,275) |
Corporate and Other | Crude Oil Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Natural Gas Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (490) | (793) | (1,374) | (4,074) |
Corporate and Other | Water business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Natural Gas Gathering & Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (18,836) | (17,636) | (54,584) | (36,832) |
Corporate and Other | Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (19,326) | (18,429) | (55,958) | (40,906) |
Corporate and Other | Natural Gas Liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Crude Oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Energy Commodities and Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 0 | 0 | 0 |
Corporate and Other | Total Service and Commodity Sales Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (19,326) | (18,429) | (55,958) | (40,906) |
Corporate and Other | Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (4,403) | (3,190) | (14,358) | (9,369) |
Rockies Express Pipeline LLC | ||||
Disaggregation of Revenue [Line Items] | ||||
Equity Method Investment, Summarized Financial Information, Revenue | $ 233,010 | $ 225,753 | $ 696,094 | $ 683,426 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Amount | $ 126,248 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 407,639 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 219,345 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 213,821 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 176,480 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 111 years |
Revenue, Remaining Performance Obligation, Amount | $ 1,402,864 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 83,712 | $ 83,712 | $ 80,935 |
Accounts and Other Receivables, Net, Current | 159,202 | 159,202 | 151,414 |
Accounts Receivable, Related Parties, Current | 3,379 | 3,379 | 3,748 |
Receivables, Net, Current | 246,293 | 246,293 | 236,097 |
Deferred revenue | 125,198 | 125,198 | $ 111,095 |
Contract with Customer, Liability, Revenue Recognized | $ 10,500 | $ 17,000 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Nov. 05, 2018 |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 11,673 | |
Operating Lease, Liability, Current | 1,239 | |
Operating Lease, Liability, Noncurrent | 10,496 | |
Finance Lease, Right-of-Use Asset | $ 30,704 | |
Operating Lease, Weighted Average Remaining Lease Term | 15 years 7 months 6 days | |
Finance Lease, Weighted Average Remaining Lease Term | 39 years 2 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.88% | |
Finance Lease, Weighted Average Discount Rate, Percent | 7.01% | |
Capital Lease Obligations | $ 30,700 | |
Powder River Gateway | ||
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 9,000 | |
Operating Lease, Liability, Current | 100 | |
Operating Lease, Liability, Noncurrent | $ 8,900 |
Leases, Maturity Analysis of Op
Leases, Maturity Analysis of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Nov. 05, 2018 | Sep. 30, 2019 |
Leases [Abstract] | ||
2019 - Remaining | $ 481 | |
2020 | 1,913 | |
2021 | 1,315 | |
2022 | 972 | |
2023 | 895 | |
Thereafter | 13,385 | |
Total Lease Payments | 18,961 | |
Less discounting for present value and other adjustments | (7,226) | |
Operating Lease, Liability | 11,735 | |
2019 - Remaining | 449 | |
2020 | 449 | |
2021 | 449 | |
2022 | 449 | |
2023 | 449 | |
2024 | 17,770 | |
Total Lease Payments | 20,015 | |
Less discounting for present value and other adjustments | (20,015) | |
Finance Lease, Liability | $ 0 | |
Capital Lease Obligations | $ 30,700 | |
Payments to Acquire Assets, Investing Activities | $ 30,700 |
Lessor, Operating Leases, Payme
Lessor, Operating Leases, Payments to be Received (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 - Remaining | $ 2,374 |
2020 | 5,613 |
2021 | 3,773 |
2022 | 3,773 |
2023 | 3,773 |
Thereafter | 7,353 |
Total | $ 26,659 |
Leases Schedule of Future Minim
Leases Schedule of Future Minimum Lease Payments for Operating and Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 1,074 |
2020 | 922 |
2021 | 483 |
2022 | 240 |
2023 | 147 |
Thereafter | 364 |
Total | 3,230 |
2019 | 449 |
2020 | 449 |
2021 | 449 |
2022 | 449 |
2023 | 449 |
Thereafter | 17,770 |
Total | $ 20,015 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Option to Extend | Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that we will exercise an option at commencement, we consider various economic factors, including operating strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, we generally determine that the exercise of renewal options would not be reasonably certain in determining the expected lease term. | |
Operating Lease, Cost | $ 0.5 | $ 1 |
Operating Lease, Payments | 0.9 | |
Operating Lease, Lease Income, Lease Payments | $ 2.6 | $ 7.3 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Finance Lease, Term of Contract | 39 years | 39 years |
Tallgrass Interstate Gas Transmission, LLC | ||
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Lease Income, Lease Payments | $ 0.1 | $ 0.5 |
Net Income per Class A Share (D
Net Income per Class A Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to TGE | $ 72,524 | $ 59,550 | $ 194,730 | $ 77,348 |
Basic average number of Class A shares outstanding | 179,197 | 155,001 | 173,322 | 91,183 |
Basic net income per Class A share | $ 0.40 | $ 0.38 | $ 1.12 | $ 0.85 |
Incremental net income attributable to TGE including the effect of the assumed issuance of Equity Participation Shares | $ 264 | $ 304 | $ 801 | $ 1,097 |
Net income attributable to TGE including incremental net income from assumed issuance of Equity Participation Shares | $ 72,788 | $ 59,854 | $ 195,531 | $ 78,445 |
Equity Participation Shares equivalent shares | 958 | 1,087 | 1,434 | 1,478 |
Diluted average number of Class A shares outstanding | 180,155 | 156,088 | 174,756 | 92,661 |
Diluted net income per Class A Share | $ 0.40 | $ 0.38 | $ 1.12 | $ 0.85 |
Regulatory Matters (Details)
Regulatory Matters (Details) - Cheyenne Connector, LLC | Sep. 30, 2019inchmi |
Regulatory Matters [Line Items] | |
Miles of Pipeline | mi | 70 |
Size of Pipeline | inch | 36 |
Legal and Environmental Matte_2
Legal and Environmental Matters - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)energy_per_duration | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | ||
Letters of Credit Draw | $ 16,200 | |
Accrued taxes | 28,427 | $ 20,734 |
Environmental accruals | 6,400 | 7,400 |
Total Remediation costs | $ 6,100 | |
Insurance Recoveries | 5,100 | |
Payments for Environmental Liabilities | $ 100 | |
Rockies Express Pipeline LLC | ||
Loss Contingencies [Line Items] | ||
Firm Transportation MDQ | energy_per_duration | 50,000 | |
Excise and Sales Taxes | $ 7,100 | |
Accrued taxes | 7,100 | |
Income Taxes Receivable | 14,200 | |
EM Energy Ohio, LLC | Rockies Express Pipeline LLC | ||
Loss Contingencies [Line Items] | ||
Other Income | $ 13,900 |
Reporting Segments - Summary of
Reporting Segments - Summary of TGE's Segment Information of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 226,709 | $ 200,320 | $ 635,585 | $ 573,003 |
TGE | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 226,709 | 200,320 | 635,585 | 573,003 |
TGE | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 32,318 | 33,261 | 102,130 | 101,072 |
TGE | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 112,372 | 102,671 | 311,967 | 292,685 |
TGE | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 82,019 | 64,388 | 221,488 | 179,246 |
TGE | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | 0 |
TGE | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 250,438 | 221,939 | 705,901 | 623,278 |
TGE | Operating Segments | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 32,808 | 34,077 | 103,521 | 105,208 |
TGE | Operating Segments | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 126,787 | 116,250 | 356,741 | 319,008 |
TGE | Operating Segments | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 90,843 | 71,612 | 245,639 | 199,062 |
TGE | Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | 0 |
TGE | Inter-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (23,729) | (21,619) | (70,316) | (50,275) |
TGE | Inter-Segment | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (490) | (816) | (1,391) | (4,136) |
TGE | Inter-Segment | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (14,415) | (13,579) | (44,774) | (26,323) |
TGE | Inter-Segment | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (8,824) | (7,224) | (24,151) | (19,816) |
TGE | Inter-Segment | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Reporting Segments - Summary _2
Reporting Segments - Summary of TGE's Segment Information of Earnings (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Reconciliation to Net Income: | ||||
Equity in earnings of unconsolidated investments | $ (86,349) | $ (76,268) | $ (273,883) | $ (222,857) |
Loss (gain) on disposal of assets | 0 | (279) | 242 | (9,417) |
Depreciation and amortization | (31,797) | (27,595) | (95,778) | (81,408) |
Distributions from unconsolidated investments | (274,511) | (222,082) | ||
Share-based Payment Arrangement, Noncash Expense | (23,246) | (6,770) | ||
Income tax expense | (22,577) | (11,997) | (61,624) | (35,498) |
Net income attributable to noncontrolling interests | (55,965) | (59,162) | (162,381) | (265,378) |
Net income attributable to TGE | 72,524 | 59,550 | 194,730 | 77,348 |
TGE | ||||
Reconciliation to Net Income: | ||||
Net income attributable to TGE | 72,524 | 59,550 | 194,730 | 77,348 |
TGE | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 140,995 | 119,973 | 422,033 | 250,229 |
TGE | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 83,675 | 82,559 | 241,219 | 147,086 |
TGE | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 41,301 | 20,147 | 108,314 | 36,799 |
TGE | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | (2,203) | (2,317) | (7,771) | (20,819) |
TGE | Operating Segments | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 142,158 | 121,433 | 425,286 | 253,169 |
TGE | Operating Segments | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 88,202 | 87,567 | 258,900 | 150,943 |
TGE | Operating Segments | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 35,611 | 13,679 | 87,380 | 30,002 |
TGE | Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | (2,203) | (2,317) | (7,771) | (20,819) |
TGE | Inter-Segment | Natural Gas Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | (1,163) | (1,460) | (3,253) | (2,940) |
TGE | Inter-Segment | Crude Oil Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | (4,527) | (5,008) | (17,681) | (3,857) |
TGE | Inter-Segment | Gathering, Processing & Terminalling | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 5,690 | 6,468 | 20,934 | 6,797 |
TGE | Inter-Segment | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation And Amortization | 0 | 0 | 0 | 0 |
TGE | Segment Reconciling Items | ||||
Reconciliation to Net Income: | ||||
Equity in earnings of unconsolidated investments | 86,349 | 76,268 | 273,883 | (153,235) |
Non-cash gain on derivative instruments | 1,928 | 2,993 | 899 | 3,306 |
Loss (gain) on disposal of assets | 0 | 279 | 0 | 3,388 |
Interest expense, net | (41,630) | (34,019) | (121,941) | (57,208) |
Depreciation and amortization | (31,500) | (27,356) | (94,819) | (45,794) |
Distributions from unconsolidated investments | (129,122) | (100,720) | (369,690) | (198,019) |
Share-based Payment Arrangement, Noncash Expense | (2,951) | (2,767) | (23,521) | (4,738) |
Deficiency Payments | (2,329) | 3,468 | 14,241 | 7,205 |
Loss on debt retirement | (2,245) | (2,245) | ||
Income tax expense | (22,563) | (11,997) | (61,606) | (35,498) |
Exchange Right Holders | TGE | Segment Reconciling Items | ||||
Reconciliation to Net Income: | ||||
Net income attributable to noncontrolling interests | $ 54,084 | $ 57,780 | $ 158,029 | $ 145,169 |
Reporting Segments - Summary _3
Reporting Segments - Summary of TGE's Segment Information for Payments to Acquire Plant, Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 225,462 | $ 265,073 |
TGE | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 225,462 | 265,073 |
TGE | Natural Gas Transportation | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 75,478 | 96,290 |
TGE | Crude Oil Transportation | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 78,379 | 39,847 |
TGE | Gathering, Processing & Terminalling | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 66,411 | 125,866 |
TGE | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 5,194 | $ 3,070 |
Reporting Segments - Summary _4
Reporting Segments - Summary of TGE's Segment Information of Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Assets | $ 6,202,897 | $ 5,893,509 |
TGE | ||
Segment Reporting Information [Line Items] | ||
Assets | 6,202,897 | 5,893,509 |
TGE | Natural Gas Transportation | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,624,490 | 2,606,696 |
TGE | Crude Oil Transportation | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,758,450 | 1,423,740 |
TGE | Gathering, Processing & Terminalling | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,580,752 | 1,522,559 |
TGE | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 239,205 | $ 340,514 |
Reporting Segments - Additional
Reporting Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Rockies Express Pipeline LLC | |
Segment Reporting Information [Line Items] | |
Equity Method Investment, Ownership Percentage | 75.00% |
Powder River Gateway | |
Segment Reporting Information [Line Items] | |
Equity Method Investment, Ownership Percentage | 51.00% |
Pawnee Terminal, LLC | |
Segment Reporting Information [Line Items] | |
Equity Method Investment, Ownership Percentage | 51.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Cheyenne Connector, LLC - Subsequent Event | Oct. 28, 2019 |
Subsequent Event [Line Items] | |
Equity Method Investment, Ownership Percentage | 50.00% |
DCP Midstream, LP | |
Subsequent Event [Line Items] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Uncategorized Items - tge201993
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 44,131,000 |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 39,543,000 |
Common Class A [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,588,000 |
Common Class B [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |