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EX-32.2 - EXHIBIT 32.2 - Tallgrass Energy, LPtegp2017123110kexhibit322.htm
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EX-31.2 - EXHIBIT 31.2 - Tallgrass Energy, LPtegp2017123110kexhibit312.htm
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EX-21.1 - EXHIBIT 21.1 - Tallgrass Energy, LPtegp2017123110kexhibit211.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-K
 
 
 
 (Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-37365
 
 
 
 
 Tallgrass Energy GP, LP
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
 
 
46-3159268
(State or other Jurisdiction of Incorporation or Organization)
 
 
 
(IRS Employer Identification Number)
 
 
 
 
 
4200 W. 115th Street, Suite 350
 
 
 
 
Leawood, Kansas
 
 
 
66211
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
(913) 928-6060
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Class A Shares Representing Limited Partner Interests
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:

None
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The aggregate market value of voting and non-voting common equity held by non-affiliates on June 30, 2017, the last business day of the Registrant's most recently completed second fiscal quarter (based on the closing sale price of $25.43 of the Registrant's Class A shares, as reported by the New York Stock Exchange on such date) was approximately $1,452.6 million. On February 13, 2018, the Registrant had 58,085,002 Class A shares and 126,709,225 Class B shares outstanding.





TALLGRASS ENERGY GP, LP
TABLE OF CONTENTS
 





Glossary of Common Industry and Measurement Terms
Bakken oil production area: Montana and North Dakota in the United States and Saskatchewan and Manitoba in Canada.
Barrel (or bbl): forty-two U.S. gallons.
Base Gas (or Cushion Gas): the volume of gas that is intended as permanent inventory in a storage reservoir to maintain adequate pressure and deliverability rates.
BBtu: one billion British Thermal Units.
Bcf: one billion cubic feet.
British Thermal Units or Btus: the amount of heat energy needed to raise the temperature of one pound of water by one degree Fahrenheit.
Commodity sensitive contracts or arrangements: contracts or other arrangements, including tariff provisions, that are directly tied to increases and decreases in the price of commodities such as crude oil, natural gas and NGLs. Examples are Keep Whole Processing Contracts and Percent of Proceeds Processing Contracts, as well as pipeline loss allowances on our pipelines.
Condensate: an NGL with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions.
Contract barrels: barrels of crude oil that our customers have contractually agreed to ship in exchange for firm service assurance of capacity and deliverability to delivery points.
Delivery point: any point at which product in a pipeline is delivered to or for the account of a customer.
Dry gas: a gas primarily composed of methane and ethane where heavy hydrocarbons and water either do not exist or have been removed through processing.
Dth: a dekatherm, which is a unit of energy equal to 10 therms or one million British thermal units.
End-user markets: the ultimate users and consumers of transported energy products.
EPA: the United States Environmental Protection Agency.
FERC: the United States Federal Energy Regulatory Commission.
Firm fee contracts: contracts or other arrangements, including tariff provisions, that generally obligate our customers to pay a fixed recurring charge to reserve an agreed upon amount of capacity and/or deliverability on our assets, regardless if the contracted capacity is actually used by the customer. Such contracts are also commonly known as "take-or-pay" contracts.
Firm services: services pursuant to which customers receive firm assurances regarding the availability of capacity and/or deliverability of natural gas, crude oil or other hydrocarbons or water on our assets up to a contracted amount.
Fractionation: the process by which NGLs are further separated into individual, typically more valuable components including ethane, propane, butane, isobutane and natural gasoline.
GAAP: accounting principles generally accepted in the United States of America.
GHGs: greenhouse gases.
Header system: networks of medium-to-large-diameter high pressure pipelines that connect local gathering systems to large diameter high pressure long-haul transportation pipelines.
Interruptible services: services pursuant to which customers receive limited, or no, assurances regarding the availability of capacity and deliverability in our assets.
Keep Whole Processing Contracts: natural gas processing contracts in which we are required to replace the Btu content of the NGLs extracted from inlet wet gas processed with purchased dry natural gas.
Line fill: the volume of oil, in barrels, in the pipeline from the origin to the destination.
Liquefied natural gas or LNG: natural gas that has been cooled to minus 161 degrees Celsius for transportation, typically by ship. The cooling process reduces the volume of natural gas by 600 times.





Local distribution company or LDC: LDCs are involved in the delivery of natural gas to end users within a specific geographic area.
Long-term: with respect to any contract, a contract with an initial duration greater than one year.
MMBtu: one million British Thermal Units.
Mcf: one thousand cubic feet.
MDth: one thousand dekatherms.
MMcf: one million cubic feet.
Natural gas liquids or NGLs: those hydrocarbons in natural gas that are separated from the natural gas as liquids through the process of absorption, condensation, or other methods in natural gas processing or cycling plants. Generally, such liquids consist of propane and heavier hydrocarbons and are commonly referred to as lease condensate, natural gasoline and liquefied petroleum gases. Natural gas liquids include natural gas plant liquids (primarily ethane, propane, butane and isobutane) and lease condensate (primarily pentanes produced from natural gas at lease separators and field facilities).
Natural Gas Processing: the separation of natural gas into pipeline-quality natural gas and a mixed NGL stream.
Non-contract barrels (or walk-up barrels): barrels of crude oil that our customers ship based solely on availability of capacity and deliverability with no assurance of future capacity.
No-notice service: those services pursuant to which customers receive the right to transport or store natural gas on assets outside of the daily nomination cycle without incurring penalties.
NYMEX: New York Mercantile Exchange.
NYSE: New York Stock Exchange.
Park and loan services: those services pursuant to which customers receive the right to store natural gas in (park), or borrow gas from (loan), our facilities.
Percent of Proceeds Processing Contracts: natural gas processing contracts in which we process our customer's natural gas, sell the resulting NGLs and residue gas and divide the proceeds of those sales between us and the customer. Some percent of proceeds contracts may also require our customers to pay a monthly reservation fee for processing capacity.
PHMSA: the United States Department of Transportation's Pipeline and Hazardous Materials Safety Administration.
Play: a proven geological formation that contains commercial amounts of hydrocarbons.
Produced water: all water removed from a well as a byproduct of the production of hydrocarbons and water removed from a well in connection with operations being conducted on the well, including naturally occurring water in the recovery formation, flow back water recovered during completion and fracturing operations and water entering the recovery formation through water flooding techniques.
Receipt point: the point where a product is received by or into a gathering system, processing facility, or transportation pipeline.
Reservoir: a porous and permeable underground formation containing an individual and separate natural accumulation of producible hydrocarbons (such as crude oil and/or natural gas) which is confined by impermeable rock or water barriers and is characterized by a single natural pressure system.
Residue gas: the natural gas remaining after being processed or treated.
Shale gas: natural gas produced from organic (black) shale formations.
Tailgate: the point at which processed natural gas and NGLs leave a processing facility for transportation to end-user markets.
TBtu: one trillion British Thermal Units.
Tcf: one trillion cubic feet.





Throughput: the volume of products, such as crude oil, natural gas or water, transported or passing through a pipeline, plant, terminal or other facility during a particular period.
Uncommitted shippers (or walk-up shippers): customers that have not signed long-term shipper contracts and have rights under the FERC tariff as to rates and capacity allocation that are different than long-term committed shippers.
Volumetric fee contracts: contracts or other arrangements, including tariff provisions, that generally obligate a customer to pay fees based upon the extent to which such customer utilizes our assets for midstream energy services. Unlike firm fee contracts, under volumetric fee contracts our customers are not generally required to pay a charge to reserve an agreed upon amount of capacity and/or deliverability.
Wellhead: the equipment at the surface of a well that is used to control the well's pressure; also, the point at which the hydrocarbons and water exit the ground.
Working gas: the volume of gas in the storage reservoir that is in addition to the cushion or base gas. It may or may not be completely withdrawn during any particular withdrawal season. Conditions permitting, the total working capacity could be used more than once during any season.
Working gas storage capacity: the maximum volume of natural gas that can be cost-effectively injected into a storage facility and extracted during the normal operation of the storage facility. Effective working gas storage capacity excludes base gas and non-cycling working gas.
X/d: the applicable measurement metric per day. For example, MMcf/d means one million cubic feet per day.





PART I

As used in this Annual Report, unless the context otherwise requires, "we," "us," "our," the "Partnership," "TEGP" and similar terms refer to Tallgrass Energy GP, LP, in its individual capacity or to Tallgrass Energy GP, LP and its consolidated subsidiaries collectively (including Tallgrass Equity, TEP and their respective subsidiaries), as the context requires. References to "Tallgrass Equity" refer to Tallgrass Equity, LLC. References to "TEP" refer to Tallgrass Energy Partners, LP. The term our "general partner" refers to TEGP Management, LLC. References to "Tallgrass Development" or "TD" refer to Tallgrass Development, LP. References to "Kelso" are to Kelso & Company and its affiliated investment funds and, as the context may require, other entities under its control, and references to "EMG" are to The Energy & Minerals Group, its affiliated investment funds and, as the context may require, other entities under its control.
A reference to a "Note" herein refers to the accompanying Notes to Consolidated Financial Statements contained in Item 8.Financial Statements and Supplementary Data. In addition, please read "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" for information regarding certain risks inherent in our business.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report and the documents incorporated by reference herein contain forward-looking statements concerning our operations, economic performance and financial condition. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as "could," "will," "may," "assume," "forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe," "project," "budget," "potential," or "continue," and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Annual Report include our expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including guidance regarding our infrastructure programs, revenue projections, capital expenditures and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Annual Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
our ability to pay distributions to our Class A shareholders;
our receipt of, and amount of, distributions from Tallgrass Equity;
TEP's ability to complete and integrate acquisitions, including the acquisitions discussed in Item 1.—Business, "Acquisitions;"
the demand for TEP's services, including crude oil transportation, storage, gathering and terminalling services; natural gas transportation, storage, gathering and processing services; and water business services, as well as our ability to successfully contract or re-contract with our customers
large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;
our ability to successfully implement our business plan;
changes in general economic conditions;
competitive conditions in our industry;
the effects of existing and future laws and governmental regulations;
actions taken by third-party operators, processors and transporters;
our ability to complete internal growth projects on time and on budget;
the price and availability of debt and equity financing;
the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, natural gas liquids, and other hydrocarbons;

1




the availability and price of natural gas and crude oil, and fuels derived from both, to the consumer compared to the price of alternative and competing fuels;
competition from the same and alternative energy sources;
energy efficiency and technology trends;
operating hazards and other risks incidental to transporting, storing, gathering and terminalling crude oil; transporting, storing, gathering and processing natural gas; and transporting, gathering and disposing of water produced in connection with hydrocarbon exploration and production activities;
environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
interest rates;
labor relations;
changes in tax laws, regulations and status;
the effects of future litigation; and
certain factors discussed elsewhere in this Annual Report.
Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to the securities laws.
Item 1. Business
Overview
TEGP is a limited partnership formed in 2015 that has elected to be treated as a corporation for U.S. federal income tax purposes. We were formed as part of a reorganization involving entities that were previously controlled by Tallgrass Equity to effect the initial public offering of our Class A shares (the "TEGP IPO"), which was completed on May 12, 2015. Our sole cash-generating asset is an approximate 31.43% controlling membership interest in Tallgrass Equity. Tallgrass Equity's sole cash-generating assets consist of the direct and indirect partnership interests in TEP and its membership interest in Rockies Express Pipeline LLC ("Rockies Express") as described below:
Tallgrass Equity owns 100% of the outstanding membership interests in Tallgrass MLP GP, LLC ("TEP GP"), which owns all the general partner interest in TEP as well as all the TEP incentive distribution rights ("IDRs"). The general partner interest in TEP is represented by 834,391 general partner units, representing an approximate 1.13% general partner interest in TEP at February 13, 2018.
Tallgrass Equity owns 25,619,218 TEP common units, representing an approximately 34.60% limited partner interest in TEP at February 13, 2018, inclusive of the 5,619,218 TEP common units acquired from Tallgrass Development on February 7, 2018 as described below.
On February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, LLC, a wholly-owned subsidiary of Tallgrass Equity ("Tallgrass Development Holdings"), and as a result of the merger, Tallgrass Equity acquired a 25.01% membership in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development.
TEP is a publicly traded, growth-oriented limited partnership formed in 2013 to own, operate, acquire and develop midstream energy assets in North America. TEP's operations 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 Marcellus, Utica, Niobrara, Bakken, Mississippi Lime, and Eagle Ford shale formations. TEP intends to continue to utilize the significant experience of its management team to execute its growth strategy of acquiring midstream assets, increasing utilization of its existing assets and expanding its systems through construction of additional assets.
TEP's reportable business segments are:
Natural Gas Transportation—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;
Crude Oil Transportation—the ownership and operation of a FERC-regulated crude oil pipeline system; and

2




Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil gathering, 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.
Additional segment and financial information is contained in TEP's segment results included in Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations and the notes to our consolidated financial statements included in Item 8.—Financial Statements and Supplementary Data of this Annual Report.
Our Assets
The following map shows our primary assets, which consist of natural gas transportation, storage, gathering and processing assets, crude oil transportation, storage, gathering and terminalling assets, and water business services assets. Each of these assets are described in more detail below. Connected third party refineries are also indicated on the map below.
tep10ksystemmapbw11818na01.jpg
Natural Gas Transportation Segment
Rockies Express Pipeline. TEP owns a 49.99% membership interest in Rockies Express. As discussed in Note 22Subsequent Events, on February 7, 2018, Tallgrass Equity acquired a 25.01% membership interest in Rockies Express in connection with the merger of Tallgrass Development into Tallgrass Development Holdings, bringing the aggregate membership interest of Rockies Express under the control of TEGP to 75%. Rockies Express owns the Rockies Express Pipeline, a FERC-regulated natural gas pipeline system with approximately 1,712 miles of transportation pipelines, including laterals, extending from Opal, Wyoming and Meeker, Colorado to Clarington, Ohio (the "Rockies Express Pipeline") and consists of three zones:
Zone 1 - 328 miles of mainline pipeline from the Meeker Hub in Northwest Colorado, across Southern Wyoming to the Cheyenne Hub in Weld County, Colorado capable of transporting 2.0 Bcf/d of natural gas from west-to-east;
Zone 2 - 714 miles of mainline pipeline from the Cheyenne Hub to an interconnect in Audrain County, Missouri capable of transporting 1.8 Bcf/d of natural gas from west-to-east; and
Zone 3 - 643 miles of mainline pipeline from Audrain County, Missouri to Clarington, Ohio, which is bi-directional and capable of transporting 1.8 Bcf/d of natural gas from west-to-east and 2.6 Bcf/d of natural gas from east-to-west.
For the year ended December 31, 2017, approximately 97% of Rockies Express' revenues were generated under firm fee contracts.

3




The following tables provide information regarding the Rockies Express Pipeline for the years ended December 31, 2017, 2016, and 2015 and as of December 31, 2017:
 
Year Ended December 31,
 
2017
 
2016
 
2015
Approximate average daily deliveries (Bcf/d) (1)
4.3

 
3.2

 
2.5

 
Approximate Capacity
 
Total Firm Contracted Capacity (2)
 
Approximate % of Capacity Subscribed under Firm Contracts
 
Weighted Average Remaining Firm Contract Life (3)
West-to-east
2.0 Bcf/d
 
1.5 Bcf/d
 
75
%
 
3 years
East-to-west
2.6 Bcf/d
 
2.6 Bcf/d
 
100
%
 
15 years
(1) 
Reflects average total daily deliveries for the Rockies Express Pipeline, regardless of flow direction or distance traveled.
(2) 
Reflects total capacity reserved under long-term firm fee contracts as of December 31, 2017. West-to-east firm contracted capacity excludes the 0.2 Bcf/d contracted with Ultra beginning December 1, 2019 as part of the settlement agreement discussed in Note 19Legal and Environmental Matters.
(3) 
Weighted by contracted capacity as of December 31, 2017. Weighted average remaining firm contract life of west-to-east contracts excludes the 0.2 Bcf/d contract with Ultra discussed above. After giving effect to the Ultra contract agreement reached in January 2017, the weighted average life of the west-to-east contract lives would be approximately 4 years.
TIGT System. TEP owns a 100% membership interest in Tallgrass Interstate Gas Transmission, LLC ("TIGT"), which owns the Tallgrass Interstate Gas Transmission system, a FERC-regulated natural gas transportation and storage system with approximately 4,641 miles of varying diameter transportation pipelines serving Wyoming, Colorado, Kansas, Missouri and Nebraska (the "TIGT System"). The TIGT System includes the Huntsman natural gas storage facility located in Cheyenne County, Nebraska. The TIGT System primarily provides transportation and storage services to on-system customers such as local distribution companies and industrial users, including ethanol plants, and irrigation and grain drying operations, which depend on the TIGT System's interconnections to their facilities to meet their demand for natural gas and a majority of whom pay FERC-approved recourse rates. For the year ended December 31, 2017, approximately 93% of the TIGT System's transportation revenue was generated from contracts with on-system customers.
Trailblazer Pipeline. TEP owns a 100% membership interest in Trailblazer Pipeline Company LLC ("Trailblazer"), which owns the Trailblazer Pipeline system, a FERC-regulated natural gas pipeline system with approximately 465 miles of transportation pipelines, including laterals, that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska (the "Trailblazer Pipeline"). During the year ended December 31, 2017, substantially all of Trailblazer Pipeline's operationally available long-haul capacity was contracted under firm transportation contracts.

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The following tables provide information regarding the TIGT System and Trailblazer Pipeline for the years ended December 31, 2017, 2016, and 2015 and as of December 31, 2017:
 
Year Ended December 31,
 
2017
 
2016
 
2015
Approximate average daily deliveries (Bcf/d)
1.2

 
1.1

 
1.1

 
Approximate Number of Miles
 
Approximate Capacity
 
Total Firm Contracted Capacity (1)
 
Approximate % of Capacity Subscribed under Firm Contracts
 
Weighted Average Remaining Firm Contract Life (2)
Transportation
5,106

 
2.0 Bcf/d
 
1.7 Bcf/d
 
83
%
 
4 years
Storage
n/a

 
15.974 Bcf
(3) 
11 Bcf
 
69
%
 
4 years
(1) 
Reflects total capacity reserved under long-term firm fee contracts, including backhaul service, as of December 31, 2017.
(2) 
Weighted by contracted capacity as of December 31, 2017.
(3) 
The FERC certificated working gas storage capacity.
NatGas. TEP owns a 100% membership interest in Tallgrass NatGas Operator, LLC ("NatGas"), which is the operator of the Rockies Express Pipeline and receives a fee from Rockies Express as compensation for its services.
Crude Oil Transportation Segment
Pony Express. TEP currently provides crude oil transportation to customers in Wyoming, Colorado, and the surrounding regions through its membership interest in Tallgrass Pony Express Pipeline, LLC ("Pony Express"). As discussed in Note 22Subsequent Events, TEP acquired the remaining 2% membership interest in Pony Express from Tallgrass Development effective February 1, 2018, bringing its aggregate membership interest in Pony Express to 100%. Pony Express owns an approximately 769-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma, with delivery points at the McPherson, El Dorado and Ponca City refineries and in Cushing, Oklahoma, and a lateral in Northeast Colorado that commences in Weld County, Colorado, and interconnects with the pipeline just east of Sterling, Colorado (the "Pony Express System"). In addition, Pony Express is currently constructing a 55-mile extension that will extend the Pony Express System beginning at a new origin near Platteville, Colorado and ending at the Buckingham Terminal (together, the “Platteville Extension”). TEP believes the Pony Express System is positioned as a low-cost, competitive transportation system with access to Bakken Shale, DJ Basin and Powder River Basin production.
The table below sets forth certain information regarding the Pony Express System as of December 31, 2017 and for the periods indicated:
Approximate Design Capacity
(bbls/d)
(1)
 
Approximate Contractible Capacity Under Contract (1)(2)
 
Weighted Average Remaining Firm Contract Life (3)
 
Approximate Average Daily Throughput (bbls/d)
 
Year Ended December 31,
 
2017
 
2016
 
2015
 
320,000

 
100
%
 
3 years
 
267,734

 
285,507

 
236,256

(4) 
(1) 
Excludes additional capacity related to the Pony Express System's ability to inject drag reducing agent, which is an additive that increases pipeline flow efficiency.
(2) 
TEP is required to make no less than 10% of design capacity available for non-contract, or "walk-up", shippers. Approximately 100% of the remaining design capacity (or available contractible capacity) is committed under contract.
(3) 
Based on the average annual reservation capacity for each such contract's remaining life. The weighted average remaining firm contract life reflects the Continental Resources, Inc. ("Continental Resources") contract extension effective January 1, 2018.

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(4) 
Approximate average daily throughput for the three months ended December 31, 2015 was 288,362 bbls/d. Approximate average daily throughput for the year ended December 31, 2015 reflects the volumetric ramp-up during the year due to the construction and expansion efforts of the Pony Express lateral in Northeast Colorado and third-party pipelines with which Pony Express shares joint tariffs.
Gathering, Processing & Terminalling Segment
Midstream Facilities. TEP owns a 100% membership interest in Tallgrass Midstream, LLC ("TMID"), which owns and operates a natural gas gathering system in the Powder River Basin (the "Douglas Gathering System") that was acquired on June 5, 2017. TMID also owns and operates natural gas processing plants in Casper and Douglas, Wyoming and a natural gas treating facility at West Frenchie Draw, Wyoming (collectively with the Douglas Gathering System, the "Midstream Facilities"). The Casper and Douglas plants currently have combined processing capacity of approximately 190 MMcf/d. The Casper plant also has an NGL fractionator with a capacity of approximately 3,500 barrels per day. The natural gas processed and treated at these facilities primarily comes from the Wind River Basin and the Powder River Basin, both in central Wyoming. TMID also owns and operates an NGL pipeline with an approximate capacity of 19,500 barrels per day that transports NGLs from a processing plant in Northeast Colorado to an interconnect with Overland Pass Pipeline, and an NGL pipeline that originates at our Douglas facility and interconnects with ONEOK's Bakken NGL Pipeline. Each of TEP's NGL pipelines are supported by 10-year leases for 100% of their respective pipeline capacity, with the lease for the NGL pipeline in Northeast Colorado having commenced in October 2015, and the lease for the NGL pipeline from our Douglas facility having commenced on January 1, 2017. During the year ended December 31, 2017, approximately 17%, 53%, and 30% of TMID's operating income came from firm fee, volumetric fee, and commodity sensitive contracts, respectively.
TEP also provides crude oil gathering services for customers in Wyoming through a 50-mile crude oil gathering system in the Powder River Basin (the "PRB Crude System") acquired on August 3, 2017. As discussed in Note 22Subsequent Events, TEP has agreed to sell the PRB Crude System to an affiliate of Silver Creek Midstream, LLC. The sale is expected to close in February 2018.
The table below sets forth certain information regarding natural gas gathering and processing at the Midstream Facilities as of December 31, 2017 and for the years ended December 31, 2017, 2016, and 2015:
 
 
Approximate Capacity (MMcf/d)
 
Approximate Average Volumes (MMcf/d)
 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
Gathering
 
75

 
37

(1) 
N/A

 
N/A

Processing
 
190

(2) 
109

 
103

 
122

(1) 
Reflects approximate average gathering volumes subsequent to our acquisition of the Douglas Gathering System on June 5, 2017.
(2) 
The West Frenchie Draw natural gas treating facility treats natural gas before it flows into the Casper and Douglas plants and therefore does not result in additional inlet capacity.
Water Solutions. TEP provides water business services through its 100% membership interest in BNN Water Solutions, LLC ("Water Solutions"). Water Solutions owns and operates a freshwater delivery and storage system and a produced water gathering and disposal system in Weld County, Colorado and a produced water disposal facility in Campbell County, Wyoming. Water Solutions is also the sole voting member and owns a 75.19% membership interest in BNN West Texas, LLC ("West Texas"), which owns a produced water gathering and disposal system in Reeves and Reagan Counties, Texas that is operated by Water Solutions and owns a 63% membership interest in BNN Colorado Water, LLC ("BNN Colorado"), which owns a freshwater storage reservoir and supply pipeline in Weld County, Colorado. These systems are used to support third party exploration, development, and production of oil and natural gas. Water Solutions also sources treated wastewater from municipalities in Texas and recycles flowback water and other water produced in association with the production of oil and gas in Colorado. In January 2018, Water Solutions acquired a 100% membership interest in Buckhorn Energy Services, LLC and Buckhorn SWD Solutions, LLC (collectively, "BNN North Dakota"). BNN North Dakota owns a produced water gathering and disposal system in the Bakken basin with approximately 133,000 acres under dedication.

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The table below sets forth certain information regarding the Water Solutions assets as of December 31, 2017 and for the years ended December 31, 2017, 2016, and 2015:
 
 
Approximate Capacity Under Contract
 
Approximate Current Design Capacity (bbls/d)
 
Remaining Contract Life
 
Approximate Average Volumes (bbls/d)
 
 
 
 
 
Year Ended December 31,
 
 
 
 
 
2017
 
2016
 
2015
Freshwater
 
68
%
 
30,863

(1) 
3
 
69,139

 
13,201

 
14,579

Gathering and Disposal
 
67
%
 
45,000

(2) 
7
 
31,511

 
11,307

 
7,951

(1) 
Represents design capacity at our BNN Western, LLC ("Western") owned facilities. Western also has access to an additional 144,539 bbls/d under supply arrangements, which are not included in the approximate current design capacity.
(2) 
Represents the combined daily disposal well injection capacity for the Western produced water gathering and disposal system acquired in December 2015 and the West Texas produced water gathering and disposal system which commenced operations by Water Solutions in March 2016.
Terminals. TEP provides crude oil storage and terminalling services through its 100% membership interest in Tallgrass Terminals, LLC ("Terminals"). Terminals owns and operates several assets providing storage capacity and additional injection points for the Pony Express System, including the crude oil terminal near Sterling, Colorado with approximately 1.3 million bbls of storage capacity (the "Sterling Terminal") and the crude oil terminal in Weld County, Colorado with four truck unloading skids capable of receiving up to 16,000 bbls per day (the "Buckingham Terminal"). Terminals also owns an approximately 60% membership interest in Deeprock Development, LLC ("Deeprock Development"), which owns a crude oil terminal in Cushing, Oklahoma with approximately 2.3 million bbls of storage capacity (the "Cushing Terminal"). As discussed in Note 22Subsequent Events, on January 2, 2018, Terminals acquired an approximately 38% membership interest in Deeprock North, LLC ("Deeprock North"), which was merged into Deeprock Development immediately following the acquisition. Deeprock North owned a terminal facility in Cushing, Oklahoma adjacent to the existing Deeprock Development facilities, bringing the total storage capacity of the Cushing Terminal to approximately 4.0 million barrels. In addition, Terminals is currently constructing both the Grasslands Terminal, which will connect to the Platteville Extension, and the Natoma Terminal in Central Kansas, and owns projects currently under development to provide additional storage capacity and other potential service opportunities, including approximately 550 acres in Cushing, Oklahoma and approximately 250 acres in Guernsey, Wyoming.
The table below sets forth certain information regarding Terminals as of December 31, 2017:
Approximate Storage Capacity
(bbls)
 
Approximate Storage Capacity Under Contract
 
Weighted Average Remaining Contract Life
3,750,000

 
93
%
 
19 years
Stanchion. During 2017, TEP established Stanchion Energy, LLC ("Stanchion"), to engage in the marketing of crude oil. Stanchion currently consists of three employees who primarily engage in the purchase and sale of crude oil.
Major Customers
For the year ended December 31, 2017, Continental Resources accounted for approximately 15% of our revenues on a consolidated basis. The loss of this customer could have a material adverse effect on our financial results.
Organizational Structure
Our general partner interest is held by TEGP Management, LLC, whose sole member is Tallgrass Energy Holdings. Tallgrass Energy Holdings is also the general partner of Tallgrass Development. A group of persons, which we refer to as the Exchange Right Holders, collectively own all our 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 Class B shares) for Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged. The Exchange Right Holders primarily consist of Kelso, EMG, and Tallgrass KC. Tallgrass KC refers to Tallgrass KC, LLC, which is an entity owned by certain members of our and TEP's management. Certain of the Exchange Right Holders collectively own 100% of the voting power of Tallgrass Energy Holdings.

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On February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, a wholly-owned subsidiary of Tallgrass Equity, and as a result of the merger, Tallgrass Equity acquired a 25.01% membership interest in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development.
While we, like TEP, are structured as a limited partnership, our capital structure and cash distribution policy differ materially from those of TEP. Most notably, (i) we have elected to be treated as a corporation for U.S. federal income tax purposes, (ii) neither our general partner nor the holders of our Class B shares are entitled to receive any distributions from us and (iii) our capital structure does not include incentive distribution rights. Therefore, our distributions will be made exclusively to our Class A shares. However, holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our partnership agreement. The term "shares" used in this annual report refers to both the Class A shares and Class B shares representing limited partner interests in us. References to our "shareholders" refer to the holders of our Class A and Class B shares.
Our operations are conducted directly and indirectly through, and our operating assets are owned by, our subsidiaries. Our general partner is responsible for conducting our business and managing our operations. However, Tallgrass Energy Holdings effectively controls our business and affairs through the exercise of its rights as the party that controls the sole member of our general partner, including its right to appoint members to the board of directors of our general partner.

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The chart below shows the structure of Tallgrass Energy Holdings and its subsidiaries as of February 13, 2018 in a summary format.
tegporgcharta01.jpg

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Tallgrass Development
On February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, and as a result of the merger, Tallgrass Equity acquired a 25.01% membership interest in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development. Prior to the merger, Tallgrass Development was controlled by its general partner, Tallgrass Energy Holdings, which continues to indirectly control our general partner.
Historically, TEP has acquired a number of its assets from Tallgrass Development. In connection with TEP's initial public offering on May 17, 2013 (the "TEP IPO"), Tallgrass Development contributed to TEP 100% of the membership interests in TIGT and TMID. Since then, TEP has acquired the following additional assets from Tallgrass Development: (1) in April 2014, a 100% membership interest in Trailblazer, (2) in four separate transactions, the most recent of which was effective on February 1, 2018, a 100% membership interest in Pony Express, (3) in January 2017, a 100% membership interest in NatGas and Terminals, (4) in March 2017, a 24.99% membership interest in Rockies Express, and (5) effective February 1, 2018, a 100% membership interest in Tallgrass Operations, LLC, which primarily owns certain administrative assets consisting primarily of information technology assets. In addition, in May 2016 Tallgrass Development assigned TEP its right to purchase a 25% membership interest in Rockies Express from a unit of Sempra U.S. Gas and Power ("Sempra") pursuant to the purchase agreement originally entered into between Tallgrass Development's wholly-owned subsidiary and Sempra in March 2016.
Pursuant to an Omnibus Agreement entered into upon the closing of the TEP IPO, among TEP, TEP GP, Tallgrass Development Holdings (as successor to Tallgrass Development) and Tallgrass Energy Holdings (the "TEP Omnibus Agreement"), Tallgrass Development Holdings has granted TEP a right of first offer to acquire certain assets, if Tallgrass Development Holdings decides to sell such assets to a non-affiliate. The only asset currently owned by Tallgrass Development Holdings subject to such right of first offer is the 25.01% membership interest in Rockies Express. Tallgrass Development Holdings is otherwise under no obligation to offer to sell TEP additional assets or to pursue acquisitions jointly with TEP, and TEP is under no obligation to buy any assets from Tallgrass Development Holdings or pursue any such joint acquisitions.
Further, in connection with the closing of the TEGP IPO, we, our general partner, Tallgrass Equity and Tallgrass Energy Holdings entered into an omnibus agreement (the "TEGP Omnibus Agreement"), that addresses the following matters:
Tallgrass Equity's obligation to reimburse Tallgrass Energy Holdings and its affiliates for expenses incurred (i) on our behalf, (ii) on behalf of our general partner and (iii) for any other purposes related to our business and activities or those of our general partner, including our public company expenses and general and administrative expenses; and
Our use of the names "TEP" and "Tallgrass" and any associated or related marks.
Acquisitions
The acquisition of midstream assets and businesses that are strategic and complementary to TEP's existing operations constitutes an integral component of its business strategy and growth objectives. Such assets and businesses include natural gas transportation, storage, gathering and processing assets, crude oil transportation, storage, gathering and terminalling assets, and water business services assets and other energy assets that have characteristics and provide opportunities similar to TEP's existing business lines and enable TEP to leverage its assets, knowledge and skill sets. Below are summaries of significant acquisitions TEP completed in 2017 and in early 2018, as discussed in Note 4Acquisitions and Note 22Subsequent Events.
Terminals and NatGas. In January 2017, TEP acquired 100% of the issued and outstanding membership interests in Terminals and 100% of the issued and outstanding membership interests in NatGas from Tallgrass Development for total cash consideration of $140 million.
Additional Membership Interest in Rockies Express. In March 2017, TEP acquired an additional 24.99% membership interests in Rockies Express from Tallgrass Development for cash consideration of $400 million.
Douglas Gathering System. In June 2017, TEP acquired 100% of the membership interests in DCP Douglas, LLC (subsequently renamed as Tallgrass Midstream Gathering, LLC) for approximately $128.5 million, subject to working capital adjustments. 
Additional Interests in Deeprock Development. In July 2017, TEP acquired an additional 40% membership interest in Deeprock Development from Kinder Morgan Cushing, LLC for cash consideration of approximately $57.2 million, net of cash acquired. TEP subsequently acquired an additional 9% membership interest in Deeprock Development from Deeprock Energy Resources LLC ("DER") for total consideration valued at approximately $13.1 million, consisting of approximately $6.4 million in cash and the issuance of 128,790 TEP common units (valued at approximately $6.7 million based on the July 20, 2017 closing price of TEP's common units).

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PRB Crude System. In August 2017, TEP acquired 100% of the membership interests of Outrigger Powder River Operating, LLC (subsequently renamed as Tallgrass Crude Gathering, LLC, "TCG") for approximately $36 million. As discussed in Note 22Subsequent Events, TEP entered into an agreement in February 2018 with an affiliate of Silver Creek Midstream, LLC ("Silver Creek") to form Iron Horse Pipeline, a new joint venture pipeline to transport crude oil from the Powder River Basin. In addition to forming the joint venture, TEP also agreed to sell to Silver Creek our 100% membership interest in TCG. TEP expects to close the sale of TCG and the formation of the joint venture in February 2018.
Deeprock North. In January 2018, TEP acquired a 38% membership interest in Deeprock North from Kinder Morgan Deeprock North Holdco, LLC for cash consideration of $19.5 million. Immediately following the acquisition, Deeprock North was merged into Deeprock Development. Subsequent to the acquisition and merger, Terminals owns approximately 60% of the combined entity.
Pawnee Terminal. In January 2018, TEP entered into an agreement to acquire a 51% membership interest in the Pawnee, Colorado crude oil terminal from Zenith Energy Terminals Holdings, LLC for cash consideration of approximately $31 million, subject to working capital adjustments. TEP expects the transaction to close in the first quarter of 2018, subject to certain closing conditions.
BNN North Dakota. In January 2018, TEP acquired a 100% membership interest in BNN North Dakota for cash consideration of approximately $95.0 million, subject to working capital adjustments.
Additional Interest in Pony Express. In February 2018, we acquired the remaining 2% membership interest in Pony Express, along with administrative assets consisting primarily of information technology assets, from Tallgrass Development for cash consideration of approximately $60 million, bringing its aggregate membership interest in Pony Express to 100%.
Competition
All of TEP's businesses face strong competition for acquisitions and development of new projects from both established and start-up companies. Competition may increase the cost to acquire existing facilities or businesses and may result in fewer commitments and lower returns for new pipelines or other development projects. TEP's competitors may have greater financial resources than TEP possesses or may be willing to accept lower returns or greater risks. Competition differs by region and by the nature of the business or the project involved.
Additionally, pending and future construction projects, if and when brought online, may also compete with TEP's natural gas transportation, storage, gathering and processing services, crude oil transportation, storage, gathering and terminalling services, and water transportation, gathering and disposal services. Further, natural gas as a fuel, and fuels derived from crude oil, compete with other forms of energy available to users, including electricity, coal, other liquid fuels and alternative energy. Increased demand for such forms of energy at the expense of natural gas or fuels derived from crude oil could lead to a reduction in demand for TEP's services. Moreover, several other factors may influence the demand for natural gas and crude oil which in turn influences the demand for TEP's services, including price changes, the availability of natural gas and crude oil and other forms of energy, the level of business activity, conservation, legislation and governmental regulations, weather, and the ability to convert to alternative fuels.
TEP's principal competitors in its natural gas transportation and storage business include companies that own major natural gas pipelines, such as Spectra Energy Partners, Kinder Morgan, Northern Natural Gas Company, Southern Star Central Gas Pipeline, Inc., Energy Transfer Partners, EQT Midstream Partners, and Williams, some of whom also have existing storage facilities connected to their transportation systems that compete with TEP's storage facilities.
Pony Express encounters competition in the crude oil transportation business. A number of pipeline companies compete with Pony Express to service takeaway volumes in markets that Pony Express currently serves, including pipelines owned and operated by Sinclair, Plains All American, Suncor, SemGroup, Magellan Midstream Partners, Anadarko, NGL Energy Partners, Energy Transfer Partners, and Enbridge Energy Partners. Pony Express also competes with rail facilities, which can provide more delivery optionality to crude oil producers and marketers looking to capitalize on basis differentials between two primary crude oil price benchmarks (West Texas Intermediate Crude and Brent Crude), and with refineries that source barrels in areas served by Pony Express. In addition, Terminals encounters competition in the crude oil storage and terminalling business from similar facilities owned by Magellan Midstream Partners, NGL Energy Partners, Plains All American, Blueknight Energy Partners, SemGroup, and Enbridge Energy Partners.
TEP also experiences competition in the natural gas processing business. TEP's principal competitors for processing business include other facilities that service its supply areas, such as the other regional processing and treating facilities in the greater Powder River Basin which include plants owned and operated by Kinder Morgan, Inc., which we refer to as Kinder Morgan, ONEOK Partners, LP, Western Gas Partners, LP, Williams Partners L.P. and Meritage Midstream Services II, LLC. In addition, due to the competitive nature of the liquids-rich plays in the Wind River Basin and Powder River Basin, it is possible

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that one of TEP's competitors could build additional processing facilities that service TEP's supply areas. Further, TEP experiences competition in the water business services. TEP's principal competitors in such business are other midstream companies, such as NGL Energy Partners, who compete with Water Solutions in areas of concentrated production activity.
Regulatory Environment
Federal Energy Regulatory Commission
TEP provides open-access interstate transportation service on its natural gas transportation systems pursuant to tariffs approved by the FERC. As interstate transportation and storage systems, the rates, terms of service and continued operations of the Rockies Express Pipeline, the TIGT System and the Trailblazer Pipeline are subject to regulation by the FERC, under among other statutes, the Natural Gas Act of 1938, or NGA, the Natural Gas Policy Act of 1978, or the NGPA, and the Energy Policy Act of 2005, or EPAct 2005. The rates and terms of service on the Pony Express System are subject to regulation by the FERC under the Interstate Commerce Act, or the ICA, and the Energy Policy Act of 1992. TEP provides interstate transportation service on the Pony Express System pursuant to tariffs on file with the FERC. TEP's NGL pipeline that interconnects with Overland Pass Pipeline is leased to a third party who has obtained a waiver for itself from the FERC from the tariff, filing and reporting requirements of the ICA, and TEP's NGL pipeline that interconnects with ONEOK's Bakken NGL Pipeline is leased to a third party who is obligated to operate the leased pipeline in conformance with the ICA as a FERC regulated NGL pipeline.
The FERC has jurisdiction over, among other things, the construction, ownership and commercial operation of pipelines and related facilities used in the transportation and storage of natural gas in interstate commerce, including the modification, extension, enlargement and abandonment of such facilities. The FERC also has jurisdiction over the rates, charges and terms and conditions of service for the transportation and storage of natural gas in interstate commerce. The FERC's authority over interstate crude oil pipelines is less broad than its authority over interstate natural gas pipelines and includes rates, rules and regulations for service, the form of tariffs governing service, the maintenance of accounts and records, and depreciation and amortization policies.
The rates and terms for access to interstate natural gas pipeline transportation services are subject to extensive regulation and the FERC has undertaken various initiatives to increase competition within the natural gas industry. As a result of these initiatives, interstate natural gas transportation and marketing entities have been substantially restructured to remove barriers and practices that historically limited non-pipeline natural gas sellers, including producers, from competing effectively with interstate pipelines for sales to local distribution companies and large industrial and commercial customers. The FERC's regulations require, among other things, that interstate natural gas pipelines provide firm and interruptible transportation service on an open access basis, provide internet access to current information about available pipeline capacity and other relevant information, and permit pipeline shippers under certain circumstances to release contracted transportation and storage capacity to other shippers, thereby creating secondary markets for such services. The result of the FERC's initiatives has been to eliminate interstate natural gas pipelines' historical role of providing bundled sales service of natural gas and to require pipelines to offer unbundled storage and transportation services on a not unduly discriminatory or preferential basis. The rates for such transportation and storage services are subject to the FERC's ratemaking authority, and the FERC exercises its authority by applying cost-of-service principles to limit the maximum and minimum levels of tariff-based recourse rates; however, it also allows for discounted or negotiated rates as an alternative to cost-based rates and may grant market-based rates in certain circumstances. The FERC regulations also restrict interstate natural gas pipelines from sharing certain transportation or customer information with marketing affiliates and require that the transmission function personnel of interstate natural gas pipelines operate independently of the marketing function personnel of the pipeline or its affiliates.
FERC; Market Behavior Rules; Posting and Reporting Requirement; Other Enforcement Authorities
EPAct 2005, among other matters, amended the NGA to add an anti-manipulation provision that makes it unlawful for any entity to engage in prohibited behavior in contravention of rules and regulations to be prescribed by the FERC and, furthermore, provides the FERC with additional civil penalty authority. The FERC adopted rules implementing the anti-manipulation provision of EPAct 2005 that make it unlawful for any entity, directly or indirectly in connection with the purchase or sale of natural gas transportation services subject to the jurisdiction of the FERC to (1) use or employ any device, scheme or artifice to defraud; (2) to make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or (3) to engage in any act or practice that operates as a fraud or deceit upon any person.

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These anti-manipulation rules apply to interstate gas pipelines and storage companies and intrastate gas pipelines and storage companies that provide interstate services as well as otherwise non-jurisdictional entities to the extent the activities are conducted "in connection with" gas sales, purchases or transportation subject to FERC jurisdiction. EPAct 2005 also amended the NGA and the NGPA to give the FERC authority to impose civil penalties for violations of these statutes of more than $1 million per day per violation. In connection with this enhanced civil penalty authority, the FERC issued policy statements on enforcement to provide guidance regarding the enforcement of the statutes, orders, rules and regulations it administers, including factors to be considered in determining the appropriate enforcement action to be taken. Should we fail to comply with all applicable FERC-administered statutes, rule, regulations and orders, we could be subject to substantial penalties and fines, including the disgorgement of unjust profits.
EPAct 2005 also amended the NGA to authorize the FERC to facilitate price transparency in markets for the sale or transportation of physical natural gas in interstate commerce. The FERC has taken steps to enhance its market oversight and monitoring of the natural gas industry by adopting rules that (1) require buyers and sellers of annual quantities of 2,200,000 MMBtu or more of gas in any year to report by May on the aggregate volumes of natural gas they purchased or sold at wholesale in the prior calendar year; (2) report whether they provide prices to any index publishers and, if so, whether their reporting complies with the FERC's policy statement on price reporting; and (3) increase the internet posting obligations of interstate pipelines.
In addition, the Commodity Futures Trading Commission, or CFTC, is directed under the Commodities Exchange Act, or CEA, to prevent price manipulations for the commodity and futures markets, including the energy futures markets. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, in July 2010 and other authority, the CFTC has adopted anti-market manipulation regulations that prohibit fraud and price manipulation in the commodity and futures markets. The CFTC also has statutory authority to seek civil penalties of up to the greater of more than $1 million or triple the monetary gain to the violator for violations of the anti-market manipulation sections of the CEA.
Further, the Federal Trade Commission, or FTC, has the authority under the Federal Trade Commission Act, or FTCA, and the Energy Independence and Security Act of 2007, or EISA, to regulate wholesale petroleum markets. The FTC has adopted anti-market manipulation rules, including prohibiting fraud and deceit in connection with the purchase or sale of certain petroleum products, and prohibiting omissions of material information which distort or are likely to distort market conditions for such products. In addition to other enforcement powers it has under the FTCA, the FTC can sue violators under EISA and request that a court impose fines of more than $1 million per violation per day.
The FERC also has the authority under the ICA to regulate the interstate transportation of petroleum on common carrier pipelines, including whether a pipeline's rates or rules and regulations for service are "just and reasonable." Among other enforcement powers, FERC can order prospective rate changes, suspend the effectiveness of rates, and order reparations for damages. In addition, the ICA imposes potential criminal liability for certain violations of the statute.
Certain Outstanding Notices Issued by the FERC
FERC Advanced Notice of Proposed Rulemaking, Revisions to Indexing Policies and Page 700 of FERC Form No. 6, Docket No. RM17-1-000
On November 2, 2016, the FERC issued an Advanced Notice of Proposed Rulemaking, under which the FERC is proposing changes to its regulation of oil pipelines in two different areas: (1) its policies regarding the permissible scope of rate increases based on its annual issuance of changes to the generic oil pipeline index, based on specific pipelines' earnings or their specific changes to costs; and (2) the reporting requirements for page 700 of FERC Form No. 6, Annual Report of Oil Pipeline Companies. The FERC's Advanced Notice of Proposed Rulemaking does not propose specific regulations, and may be followed by a Notice of Proposed Rulemaking proposing specific regulations or a Policy Statement announcing new or changed policies. Comments have been filed with the FERC by interested parties and the proceeding is pending before the FERC.
Inquiry Regarding the FERC's Policy for Recovery of Income Tax Costs, Docket No. PL17-1-000
On December 15, 2016, the FERC issued a Notice of Inquiry regarding the FERC's policy for recovery of income tax costs in pipeline cost of service rates. The FERC sought comments regarding how to address any double recovery resulting from the FERC's current income tax allowance and rate of return policies. This Notice of Inquiry follows the U.S. Court of Appeals for the District of Columbia Circuit holding in United Airlines, Inc., et al. v. FERC that the FERC failed to demonstrate that there is no double recovery of taxes for a partnership pipeline as a result of the income tax allowance and return on equity determined pursuant to the discounted cash flow methodology. Comments have been filed with the FERC by interested parties and the proceeding is pending before the FERC.
Examples of Our Dockets at the FERC

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Rockies Express Zone 3 Capacity Enhancement Project
On March 31, 2015 in Docket No. CP15-137-000, Rockies Express filed with the FERC an application for authorization to construct and operate (1) three new mainline compressor stations located in Pickaway and Fayette Counties, Ohio and Decatur County, Indiana; (2) additional compression at one existing compressor station in Muskingum County, Ohio; and (3) certain ancillary facilities. As proposed, the facilities would increase the Rockies Express Zone 3 east-to-west mainline capacity by 0.8 Bcf/d. Pursuant to the FERC's obligations under the National Environmental Policy Act, FERC staff issued an Environmental Assessment for the project on August 31, 2015. On February 25, 2016, the FERC issued a Certificate of Public Convenience and Necessity authorizing Rockies Express to proceed with the project. On March 14, 2016, Rockies Express commenced construction of the project facilities. The project was placed in-service for the 0.8 Bcf/d on January 6, 2017.
TIGT 2015 General Rate Case Filing
On October 30, 2015, in Docket No. RP16-137-000, et seq., TIGT filed a general rate case with the FERC pursuant to Section 4 of the NGA. The general rate case was ultimately resolved by settlement, which the FERC approved on November 2, 2016, and a compliance filing that modernized TIGT’s FERC Gas Tariff, consistent with prior FERC orders, which the FERC accepted on March 16, 2017. Per the terms of the settlement, TIGT is required to file a new general rate case on May 1, 2019 (provided that such rate case is not pre-empted by a pre-filing settlement).
For additional information, see Note 18 – Regulatory Matters.
Pipeline and Hazardous Materials Safety Administration
TEP is also subject to safety regulations imposed by PHMSA, including those regulations requiring TEP to develop and maintain integrity management programs to comprehensively evaluate certain areas along TEP's pipelines and take additional measures to protect pipeline segments located in areas, which are referred to as high consequence areas, or HCAs, where a leak or rupture could potentially do the most harm.
In January 2012, the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, or The Pipeline Safety Act of 2011, which amended the Pipeline Safety Improvement Act of 2002, increased penalties for violations of safety laws and rules, among other matters, and may result in the imposition of more stringent regulations in the next few years. This legislation also requires the U.S. Department of Transportation to study and report to Congress on other areas of pipeline safety, including expanding the reach of the integrity management regulations beyond high consequence areas, but restricts the U.S. Department of Transportation from promulgating expanded integrity management rules during the review period and for a period following submission of its report to Congress unless the rulemaking is needed to address a present condition that poses a risk to public safety, property or the environment. PHMSA issued a final rule effective October 25, 2013 that implemented aspects of the new legislation. Among other things, the final rule increases the maximum civil penalties for violations of pipeline safety statutes or regulations, broadens PHMSA's authority to submit information requests, and provides additional detail regarding PHMSA's corrective action authority. In addition, the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016, or PIPES Act, reauthorized PHMSA's oil and gas pipeline programs through 2019 and gave PHMSA power to issue emergency orders upon finding an imminent hazard, required PHMSA to issue safety standards for underground natural gas storage facilities, set deadlines for conducting post-inspection briefings and making findings, required liquid pipeline operators to undertake new safety measures, and required certain updates to the PHMSA website.
Additionally, PHMSA is also currently considering changes to its regulations. On December 14, 2016, PHMSA issued an interim final rule, or IFR, that addresses safety issues related to downhole facilities, including well integrity, well bore tubing, and casing at underground natural gas storage facilities. The IFR incorporates by reference two of the American Petroleum Institute’s Recommended Practice standards and mandates certain reporting requirements for operators of underground natural gas storage facilities. Operators of natural gas storage facilities were given one year from January 18, 2017, the effective date of the IFR, to implement this first set of PHMSA regulations governing underground storage fields. PHSMA determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the IFR that had previously been non-mandatory provisions of American Petroleum Institute Recommended Practices 1170 and 1171 until one year after PHMSA issues a final rule. On January 13, 2017, PHMSA finalized new hazardous liquid pipeline safety regulations. Among other things, the final rule requires additional event-driven and periodic inspections, requires the use of leak detection systems on all hazardous liquid pipelines, modifies repair criteria, and requires certain pipelines to eventually accommodate in-line inspection tools. It is unclear when or if this rule will go into effect as, on January 20, 2017, the Trump Administration requested that all regulations that had been sent to the Office of the Federal Register, but not yet published, be immediately withdrawn for further review. Accordingly, the anticipated January 2017 rulemaking was never published in the Federal Register.
Also, on April 8, 2016, PHMSA published a notice of proposed rule-making, or NPRM, addressing natural gas transmission and gathering lines. The proposed rule would include changes to existing integrity management requirements and would expand assessment and repair requirements to pipelines in areas with medium population densities (referred to as Moderate Consequence Areas or MCAs), along with other changes. This NPRM builds on an Advisory Bulletin PHMSA issued in May 2012, which

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advised pipeline operators of anticipated changes in annual reporting requirements and that if they are relying on design, construction, inspection, testing, or other data to determine the pressures at which their pipelines should operate, the records of that data must be traceable, verifiable and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing (including hydrotesting) or modifying or replacing facilities to meet the demands of such pressures, could significantly increase our costs. TIGT continues to investigate and, when necessary, report to PHMSA the miles of pipeline for which it has incomplete records for maximum allowable operating pressure, or MAOP. We are currently undertaking an extensive internal record review in view of the anticipated PHMSA annual reporting requirements. Additionally, failure to locate such records or verify maximum pressures could result in reductions of allowable operating pressures, which would reduce available capacity on our pipelines. At the state level, several states have passed legislation or promulgated rulemaking dealing with pipeline safety. There can be no assurance as to the amount or timing of future expenditures for pipeline integrity regulation, and actual future expenditures may be different from the amounts we currently anticipate. Regulations, changes to regulations or an increase in public expectations for pipeline safety may require additional reporting, the replacement of some of our pipeline segments, the addition of monitoring equipment and more frequent inspection or testing of our pipeline facilities. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures.
Pipeline Integrity Issues
The ultimate costs of compliance with the integrity management rules are difficult to predict. Changes such as advances of in-line inspection tools, identification of additional threats to a pipeline's integrity and changes to the amount of pipe determined to be located in HCAs or expansion of integrity management requirements to areas outside of HCAs can have a significant impact on the costs to perform integrity testing and repairs. TEP will continue pipeline integrity testing programs to assess and maintain the integrity of its existing and future pipelines as required by the U.S. Department of Transportation regulations. The results of these tests could cause TEP to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of its pipelines, which expenditures could be material.
From time to time, TEP's pipelines may experience integrity issues. These integrity issues may cause explosions, fire, damage to the environment, damage to property and/or personal injury or death. In connection with these incidents, TEP may be sued for damages caused by an alleged failure to properly mark the locations of its pipelines and/or to properly maintain its pipelines. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may seek civil and/or criminal fines and penalties and TEP may also be subject to private civil liability for such matters.
Trailblazer
Starting in 2014, Trailblazer’s operating capacity was decreased as a result of smart tool surveys that identified approximately 25 - 35 miles of pipe as potentially requiring repair or replacement. During 2016 and 2017, Trailblazer incurred approximately $21.8 million of remediation costs to address this issue, including replacing approximately 8 miles of pipe. To date the pressure and capacity reduction has not prevented Trailblazer from fulfilling its firm service obligations at existing subscription levels or had a material adverse financial impact on us. However, Trailblazer intends to continue performing remediation to increase and maximize its operating capacity over the long-term and expects to spend in excess of $20 million during 2018 for this pipe replacement and remediation work. Trailblazer is exploring all possible cost recovery options to recover expenditures, including recovery through a general rate increase, negotiated rate agreements with its customers, or other FERC-approved recovery mechanisms.
In connection with TEP's acquisition of Trailblazer in April 2014, TD agreed to indemnify TEP for certain out of pocket costs related to repairing or remediating the Trailblazer Pipeline. The contractual indemnity was capped at $20 million and subject to an annual $1.5 million deductible. TEP has received the entirety of the $20 million from TD pursuant to the contractual indemnity as of December 31, 2017.
Pony Express
In connection with certain crack tool runs on the Pony Express System completed in 2015 and 2016, Pony Express completed approximately $10 million of remediation in 2016 for anomalies identified on the Pony Express System associated with portions of the pipeline that were converted from natural gas to crude oil service, and completed additional remediation in 2017 on the Pony Express System of approximately $8.2 million.

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Environmental, Health and Safety Matters
General
The ownership, operation and expansion of TEP's assets are subject to federal, state and local laws, regulations and potential liabilities arising under or relating to the protection or preservation of the environment, natural resources and human health. These laws and regulations can restrict or impact TEP's business activities in many ways, such as restricting the way TEP can handle or dispose of its wastes, requiring remedial action to mitigate pollution conditions that may be caused by its operations or that are attributable to former operations, regulating future construction activities to mitigate harm to threatened or endangered species, wetlands and migratory birds, and requiring the installation and operation of pollution control or seismic monitoring equipment. The cost of complying with these laws and regulations can be significant, and TEP expects to incur significant compliance costs in the future as new, more stringent requirements are adopted and implemented.
Failure to comply with existing environmental laws, regulations, permits, approvals or authorizations or to meet the requirements of new environmental laws, regulations or permits, approvals and authorizations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties and/or temporary or permanent interruptions in TEP's operations that could influence its business, financial position, results of operations and prospects. Certain environmental statutes impose strict joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been disposed or otherwise released. The costs and liabilities resulting from a failure to comply with environmental laws and regulations could negatively affect TEP's business, financial position, results of operations and prospects. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, hydrocarbons or other waste products into the environment.
In addition, TEP has agreed to a number of conditions in its environmental permits, approvals and authorizations that require the implementation of environmental habitat restoration, enhancement and other mitigation measures that involve, among other things, ongoing maintenance and monitoring. Governmental authorities may require, and community groups and private persons may seek to require, additional mitigation measures in the future to further protect ecologically sensitive areas where TEP currently operates, and would operate in the future, and TEP is unable to predict the effect that any such measures would have on its business, financial position, results of operations or prospects.
TEP is also subject to the requirements of the Occupational Health and Safety Act, or OSHA, the Pipeline Safety Act and other comparable federal and state statutes. In general, TEP expects that it may have to increase expenditures in the future to comply with higher industry and regulatory safety standards. Such increases in expenditures could become significant over time.
Historically, TEP's total expenditures for environmental control measures and for remediation have not been significant in relation to TEP's consolidated financial position or results of operations. It is reasonably likely, however, that the long-term trend in environmental legislation and regulations will eventually move towards more restrictive standards. Compliance with these standards is expected to increase the cost of conducting business.
For additional information regarding Environmental, Health and Safety Matters, please read Item 1A.—Risk Factors.
Air Emissions
TEP's operations are subject to the federal Clean Air Act, or CAA, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including natural gas processing plants and compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require that TEP obtains pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions (including GHG emissions, as discussed below), obtain and strictly comply with air permits containing various emissions and operational limitations and/or install emission control equipment. TEP may be required to incur certain capital expenditures in the future for air pollution control equipment and technology in connection with obtaining and maintaining operating permits and approvals for air emissions.
The EPA finalized a rule, effective August 2, 2016, under the New Source Performance Standard Program, or NSPS Program, to limit methane emissions from the oil and gas and transmission sectors. The rule sets additional emissions limits for volatile organic compounds and regulates methane emissions for new and modified sources in the oil and gas industry. The EPA is currently reconsidering the rule and has proposed to stay its requirements. However, the rule currently remains in effect. The EPA also finalized a rule regarding the alternative criteria for aggregating multiple small surface sites into a single source for air-quality permitting purposes. Also, effective January 17, 2017 the Bureau of Land Management of the U.S. Department of the Interior, or BLM, imposed new rules to reduce venting, flaring and leaks during oil and natural gas production activities on onshore federal and Indian lands. In December 2017, the BLM issued a final rule that temporarily suspends or delays these requirements until January 2019, while the BLM considers revising or rescinding these requirements.

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Developments in GHG Regulations
Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas and products produced from crude oil, are examples of GHGs. The EPA has determined that the emission of GHGs present an endangerment to public health and the environment because emissions of such gases contribute to the warming of the Earth's atmosphere and other climatic changes. Various laws and regulations exist or are under development that seek to regulate the emission of such GHGs, including the EPA programs to control GHG emissions and state actions to develop statewide or regional programs. In recent years, the U.S. Congress has considered, but not adopted, legislation to reduce emissions of GHGs. There have also been efforts to regulate GHGs at an international level, most recently in the Paris Agreement, which was signed on April 22, 2016 by 175 countries, including the United States. The Paris Agreement will require countries to review and "represent a progression" in their intended, nationally-determined contributions, which set GHG emission reduction goals, every five years beginning in 2020. However, in August of 2017, the United States informed the United Nations of its intent to withdraw from the Paris Agreement. The earliest possible effective withdrawal date from the Paris Agreement is November 2020.
Because TEP's operations, including its compressor stations, emit various types of GHGs, primarily methane and carbon dioxide, such new legislation or regulation could increase its costs related to operating and maintaining its facilities. Depending on the particular new law, regulation or program adopted, TEP could be required to incur capital expenditures for installing new emission controls on its facilities, acquire permits or other authorizations for emissions of GHGs from its facilities, acquire and surrender allowances for its GHG emissions, pay taxes related to its GHG emissions and administer and manage a GHG emissions program. TEP is not able at this time to estimate such increased costs; however, as is the case with similarly situated entities in the industry, they could be significant to TEP. While TEP may be able to include some or all of such increased costs in the rates charged by its pipelines, such recovery of costs in all cases is uncertain and may depend on events beyond its control including the outcome of future rate proceedings before the FERC and the provisions of any final legislation or other regulations. Similarly, while TEP may be able to recover some or all of such increased costs in the rates charged by its processing facilities, such recovery of costs is uncertain and may depend on the terms of its contracts with its customers. In addition, new laws, regulations, or programs adopted could also impact TEP's customers' operations or the overall demand for fossil fuels. Any of the foregoing could have an adverse effect on TEP's business, financial position, results of operations and prospects.
Regulation of Hydraulic Fracturing
A sizeable portion of the hydrocarbons TEP transports, processes, and stores comes from hydraulically fractured wells. Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight formations. The process typically involves the injection of water, sand and a small percentage of chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. The process is regulated by state agencies, typically the state's oil and gas commission; however, the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the federal Safe Drinking Water Act, or SDWA, and has released draft permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where the EPA is the permitting authority. A number of federal agencies, including the EPA and the U.S. Department of Energy, are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing. In addition, some states, including those in which TEP operates, have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations. Other states, including states in which TEP operates, have restrictions on produced water storage from hydraulic fracturing operations and the operation of produced water disposal wells. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular, and in some cases, may seek to ban hydraulic fracturing entirely. Some state and local authorities have considered or imposed new laws and rules related to hydraulic fracturing, including temporary or permanent bans, additional permit requirements, operational restrictions and chemical disclosure obligations on hydraulic fracturing in certain jurisdictions or in environmentally sensitive areas.
If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or costly for TEP's customers to perform fracturing to stimulate production from tight formations. Restrictions on hydraulic fracturing could also reduce the volume of crude oil, natural gas, and NGLs that TEP's customers produce, and could thereby adversely affect TEP's revenues and results of operations.

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Hazardous Substances and Waste
TEP's operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, nonhazardous and hazardous wastes and petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of nonhazardous and hazardous waste and may impose strict joint and several liability for the investigation and remediation of affected areas where hazardous substances may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release or threatened release of a hazardous substance into the environment. TEP may handle hazardous substances within the meaning of CERCLA, or analogous state laws, in the course of its ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released or threatened to be released into the environment.
TEP also generates wastes that are subject to the Resource Conservation and Recovery Act, or RCRA, and comparable state laws. RCRA regulates both nonhazardous and hazardous solid wastes, but it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. It is possible that wastes resulting from TEP's operations that are currently treated as non-hazardous wastes could be designated as "hazardous wastes" in the future, subjecting TEP to more rigorous and costly management and disposal requirements. It is also possible that federal or state regulatory agencies will adopt stricter management or disposal standards for non-hazardous wastes, including natural gas wastes. Any such changes in the laws and regulations could have a material adverse effect on TEP's business, financial position, results of operations and prospects or otherwise impose limits or restrictions on its operations or those of its customers.
In some cases, TEP owns or leases properties where hydrocarbons are being or have been handled for many years. Hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by TEP or on or under the locations where these hydrocarbons and wastes have been transported for treatment or disposal. TEP could also have liability for releases or disposal on properties owned or leased by others. These properties and the wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, TEP could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners and operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination.
TEP's produced water disposal operations require it to comply with the Class II well standards under the federal SDWA. The SDWA imposes requirements on owners and operators of Class II wells through the EPA's Underground Injection Control program, including construction, operating, monitoring and testing, reporting and closure requirements. TEP's disposal wells are also subject to comparable state laws and regulations. Compliance with current and future laws and regulations regarding TEP's produced water disposal wells may impose substantial costs and restrictions on its produced water disposal operations, as well as adversely affect demand for its produced water disposal services. State and federal regulatory agencies recently have focused on a possible connection between the operation of produced water injection wells used for oil and gas waste disposal and seismic activity and tremors. When caused by human activity, such events are called induced seismicity. In some instances, operators of produced water injection wells in the vicinity of minor seismic events have been ordered to reduce produced water injection volumes or suspend operations. Regulatory agencies are continuing to study possible linkage between produced water injection activity and induced seismicity. These developments could result in additional regulation of produced water injection wells, such regulations could impose additional costs and restrictions on TEP's produced water disposal operations.
Federal and State Waters
The Federal Water Pollution Control Act, also known as the Clean Water Act, or the CWA, and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including petroleum products, into state waters or waters of the United States. In 2015, the EPA and the U.S. Army Corps of Engineers adopted a rule to clarify the meaning of the term "waters of the United States" with respect to federal jurisdiction. This rule has been challenged in federal courts at both the appellate and district court levels. Based on a January 2018 U.S. Supreme Court decision, only the district courts were determined to have jurisdiction to hear the challenges. As a result, stays entered by district courts remain in effect, however, a stay previously issued by the Sixth Circuit is expected to be withdrawn. Accordingly, although the rule is currently stayed in several states pursuant to a district court decision, it could become effective in other states absent additional agency or judicial action. Many interested parties believe that the rule expands federal jurisdiction under the CWA. In July 2017, the EPA and the U.S. Army Corp of Engineers published a proposed rule to rescind the 2015 rule. In February 2018, the agencies also published a final rule adding a February 6, 2020 applicability date to the 2015 rule. The final rule adding this applicability date is currently subject to litigation. Regulations promulgated pursuant to the CWA and analogous state laws require that entities that discharge into federal and/or state waters obtain National Pollutant Discharge Elimination System, or NPDES, permits and/or state permits authorizing these discharges. The CWA and analogous state laws assess administrative, civil and criminal penalties for discharges of unauthorized pollutants into the water and impose substantial liability for the costs of removing spills from such waters. In addition, the CWA and analogous state laws require that individual permits or coverage under general permits be obtained by covered facilities for discharges of storm water runoff. Some states also maintain groundwater

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protection programs that require permits for discharges or operations that may impact groundwater. We believe that TEP is in substantial compliance with the CWA permitting requirements as well as the conditions imposed thereunder and that continued compliance with such existing permit conditions will not have a material effect on its results of operations.
The primary federal law related to oil spill liability is the Oil Pollution Act, or OPA, which amends and augments oil spill provisions of the CWA and imposes certain duties and liabilities on certain "responsible parties" related to the prevention of oil spills and damages resulting from such spills in or threatening United States waters or adjoining shorelines. Spill prevention, control and countermeasure requirements of federal laws and analogous state laws require TEP to maintain spill prevention control and countermeasure plans. These laws also require appropriate containment berms and similar structures to help prevent the contamination of regulated waters in the event of a hydrocarbon tank spill, rupture or leak. Regulations promulgated pursuant to OPA further require certain facilities to maintain oil spill prevention and oil spill contingency plans. A liable "responsible party" includes the owner or operator of a facility, vessel or pipeline that is a source of an oil discharge or that poses the substantial threat of discharge, or in the case of offshore facilities, the lessee or permittee of the area in which a discharging facility is located. OPA assigns joint and several liability, without regard to fault, to each liable party for oil removal costs and a variety of public and private damages. Although defenses exist to the liability imposed by OPA, they are limited. In the event of an oil discharge or substantial threat of discharge, TEP may be liable for costs and damages.
Endangered Species
The Endangered Species Act, or ESA, restricts activities that may affect endangered or threatened species or their habitats. While some of TEP's operations may be located in areas that are designated as habitats for endangered or threatened species, we believe that TEP is in substantial compliance with the ESA. However, the designation of previously unlisted endangered or threatened species could cause TEP to incur additional costs or become subject to operating restrictions or bans or limit future development in the affected areas.
National Environmental Policy Act
The National Environmental Policy Act, or NEPA, establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment and provides a process for implementing these goals within federal agencies. A major federal agency action having the potential to significantly impact the environment requires review under NEPA and, as a result, many activities requiring FERC or other federal approval must undergo a NEPA review. A NEPA review can create delays and increased costs that could materially adversely affect TEP's operations.
Employee Safety
TEP is subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. We believe that TEP's operations are in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.
Seasonality
Weather generally impacts natural gas demand for power generation, heating purposes and other natural gas usages, which in turn influences the value of transportation and storage. Price volatility also affects gas prices, which in turn influences drilling and production. Peak demand for natural gas typically occurs during the winter months, caused by heating demand. Nevertheless, because a high percentage of TEP's natural gas transportation and storage and crude oil transportation revenues are derived from firm capacity reservation fees under long-term firm fee contracts, TEP's revenues attributable to those segments are not generally seasonal in nature. TEP experiences some seasonality in its processing segment, as volumes at its processing facilities are slightly higher in the summer months. TEP also experiences some seasonality in its maintenance, repair, overhaul, integrity, and other projects, as warm weather months are most conducive to efficient execution of these activities.
Title to Properties and Rights-of-Way
TEP's real property generally falls into two categories: (i) parcels that it owns in fee and (ii) parcels in which its interest derives from leases, easements, rights-of-way, permits, surface use agreements, or licenses from landowners or governmental authorities, permitting the use of such land for our operations. We believe that TEP has satisfactory title to the material portions of the land on which its pipelines and facilities are owned by it in fee title. The remainder of the land on which TEP's pipelines and facilities are located are held by it pursuant primarily to leases, easements, rights-of-way, permits, surface use agreements or licenses between TEP, as grantee, and a third party, as grantor. We believe that TEP has satisfactory rights to all of the material parcels in which its interest derives from leases, easements, rights-of-way, permits and licenses.

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Insurance
We generally share insurance coverage with Tallgrass Energy Holdings, for which we reimburse Tallgrass Energy Holdings and its affiliates for our share of the cost pursuant to the terms of the TEGP Omnibus Agreement and TEP Omnibus Agreement. This shared insurance program includes general and excess liability insurance, auto liability insurance, workers' compensation insurance, pollution, business interruption and property and director and officer liability insurance. All insurance coverage is in amounts which management believes are reasonable and appropriate.
Employees
We do not have any employees. We are managed and operated by the board of directors and executive officers of our general partner. All our employees are employed by Tallgrass Management, LLC, a wholly-owned subsidiary of Tallgrass Energy Holdings, and devote the portion of their time to our business and affairs that is reasonably required to manage and conduct our operations. Under the terms of the TEGP Omnibus Agreement, the TEP Omnibus Agreement and our partnership agreement, we reimburse Tallgrass Energy Holdings (and its affiliates) and our general partner, respectively, for the provision of various general and administrative services for our benefit and for direct expenses incurred by Tallgrass Energy Holdings (and its affiliates) or our general partner on our behalf, including services performed and expenses incurred by our executive management personnel in connection with our business and affairs.
Available Information
We make certain filings with the SEC, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments and exhibits to those reports. We make such filings available free of charge through our website, www.tallgrassenergy.com, as soon as reasonably practicable after they are filed with the SEC. The filings are also available through the SEC's website, www.sec.gov, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330. Our press releases and recent presentations are also available on our website.
Item 1A. Risk Factors
Limited partner interests are inherently different from shares of capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in similar businesses. If any of the following risks were to occur, our business, financial condition or results of operations could be materially adversely affected. In that case, we might not be able to pay quarterly distributions on our Class A shares at the current distribution level, or pay any distribution at all, and the trading price of our Class A shares could decline. References to "us," "we," and "our" in this Item 1A refer to Tallgrass Energy GP, LP in its individual capacity.
Risks Related to Our Business
Our only cash-generating asset is a 31.43% membership interest in Tallgrass Equity and therefore our cash flow is entirely dependent upon the ability of TEP and Rockies Express to make cash distributions to Tallgrass Equity, and the ability of Tallgrass Equity to make cash distributions to us.
Our only current source of earnings and cash flow is cash distributions from Tallgrass Equity, which currently consists exclusively of cash distributions from TEP and Rockies Express. The amount of cash that TEP and Rockies Express can distribute to its owners, including Tallgrass Equity, principally depends upon the amount of cash each generates from its business. For a description of certain factors that can cause fluctuations in the amount of cash that TEP and Rockies Express generates from its business, please read the section entitled "Risks Related to TEP's and Rockies Express' Business." TEP and Rockies Express may not have sufficient available cash to continue paying distributions at the current level or at all. If TEP reduces its per unit distribution or Rockies Express reduces the distributions to its members, either because of reduced operating cash flow, higher expenses, capital requirements or otherwise, we will have less cash available for distribution to you and would likely be required to reduce our per share distribution to you. You should also be aware that the amount of cash TEP has available for distribution depends primarily upon TEP's distributable cash flow, including cash flow from the release of financial reserves as well as borrowings, not profitability, which will be affected by non-cash items. As a result, TEP may make cash distributions during periods when it records losses and may not make cash distributions during periods when it records profits.
Furthermore, Tallgrass Equity's ability to distribute cash to us and our ability to distribute cash received from Tallgrass Equity to our Class A shareholders is limited by a number of factors, including:
Tallgrass Equity's payment of costs and expenses associated with our, our general partner's, Tallgrass Energy Holdings', and Tallgrass Equity's respective operations, including expenses we incur as a result of being a public company, which costs and expenses are not subject to a limit pursuant to the TEGP Omnibus Agreement;
our payment of any income taxes;

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interest expense and principal payments on any indebtedness incurred by TEP, Rockies Express, Tallgrass Equity, TEP GP or us;
restrictions on distributions contained in Tallgrass Equity's, TEP's and Rockies Express' respective revolving credit facilities, the indenture governing TEP's 5.50% senior notes due 2024 and any future debt agreements entered into by Tallgrass Equity, TEP, TEP GP, Rockies Express or us;
reserves created by our general partner as necessary to permit Tallgrass Equity to make capital contributions to TEP GP, including for it to attain up to a 2.0% general partner interest in TEP; and
reserves our general partner or TEP GP establish for the proper conduct of our, Tallgrass Equity's or TEP's business, including reserves to comply with applicable law or any agreement binding on us for future distributions, our subsidiaries, Tallgrass Equity, Tallgrass Equity's subsidiaries, TEP and TEP's subsidiaries, which reserves are not subject to a limit pursuant to our partnership agreement, TEP's partnership agreement or Tallgrass Equity's limited liability company agreement.
A material increase in amounts paid or reserved with respect to any of these factors could restrict our ability to pay quarterly distributions to our Class A shareholders.
We may limit, modify or eliminate the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP's incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.
We own a 31.43% membership interest in Tallgrass Equity, which, through its ownership of all the membership interests in TEP GP, is entitled to receive increasing percentages (up to a maximum of 48%, to the extent not modified or eliminated) of any cash distributed by TEP in excess of $0.3048 per TEP common unit in any quarter. The majority of the cash flow we received from Tallgrass Equity in 2017 was derived from its ownership of these IDRs.
TEP, like other publicly traded partnerships, generally targets acquisitions or expansion capital projects that, after giving effect to related costs and expenses, would be expected to be accretive, meaning they would increase cash distributions per unit in future periods. Because Tallgrass Equity, through its ownership of TEP GP, currently participates in the IDRs at all levels, including the highest sharing level of 48%, it is harder for an acquisition or capital project to show accretion for the common unitholders of TEP than if the IDRs received less incremental cash flow. As a result, our general partner may agree to allow TEP's general partner to modify, reduce or eliminate the IDRs to facilitate a particular acquisition or expansion capital project. Any such modification, reduction or elimination of IDRs would likely reduce the amount of cash that would have otherwise been distributed by Tallgrass Equity to us, which could in turn reduce the cash distributions we would otherwise be able to pay to you. Our shareholders are not able to vote on or otherwise prohibit TEP's general partner from modifying or eliminating the TEP IDRs, and our general partner may agree to allow TEP's general partner to reduce, modify or eliminate the IDRs without considering the interests of the holders of our Class A shares. In addition, there can be no guarantee that the expected benefits of any IDR modification, reduction or elimination will be realized.
A reduction in TEP's distributions will disproportionately affect the amount of cash distributions to which Tallgrass Equity is currently entitled.
Tallgrass Equity's indirect ownership of TEP's IDRs entitle it to receive increasing percentages, ranging from 13% up to 48%, to the extent not reduced, modified or eliminated, of all cash distributed by TEP in excess of $0.3048 per TEP common unit per quarter. A decrease in the amount of distributions paid by TEP to less than $0.4313 per TEP common unit per quarter would reduce Tallgrass Equity's percentage of incremental cash distributions in excess of $0.3048 per TEP common unit per quarter from 48% to as low as 13%. A decrease in the amount of distributions paid by TEP to less than $0.3048 per TEP common unit per quarter would result in Tallgrass Equity not receiving any incremental cash distributions with respect to the IDRs for such quarter. As a result, any such reduction in quarterly cash distributions from TEP would have the effect of disproportionately reducing the amount of distributions that Tallgrass Equity receives from TEP in respect of the IDRs as compared to cash distributions TEP makes with respect to its common units and general partner interest.
Our distributions to our Class A shareholders are not cumulative.
Our distributions to our Class A shareholders are not cumulative. Consequently, if distributions on our Class A shares are not paid with respect to any fiscal quarter then our Class A shareholders will not be entitled to receive that quarter's payments in the future.
The amount of cash that we and TEP distribute each quarter may limit our ability to grow.
Because we distribute all our available cash, our growth may not be as fast as the growth of businesses that reinvest their available cash to expand ongoing operations. In fact, because our cash flow is generated solely from distributions we receive from Tallgrass Equity, which are derived from Tallgrass Equity's direct and indirect partnership interests in TEP and its

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membership interest in Rockies Express, our growth is currently completely dependent upon TEP and Rockies Express. The amount of distributions received by Tallgrass Equity, including distributions in respect of the IDRs, is based on distributions paid on each TEP common unit, the number of TEP common units outstanding, the number of TEP common units owned by Tallgrass Equity and the general partnership interest owned by TEP GP. If we issue additional Class A shares without canceling an equivalent number of Class B shares, Tallgrass Equity incurs additional debt, we incur debt or we or Tallgrass Equity are required to pay taxes, the payment of distributions on those additional Class A shares or interest on that debt or payment of such taxes could increase the risk that we will be unable to maintain or increase our cash distribution levels.
Our rate of growth will be reduced to the extent we purchase additional equity interests from TEP, which will reduce the percentage of our cash flow that we receive from the IDRs.
Our business strategy includes, where appropriate, supporting the growth of TEP through the use of our capital resources, including by potentially purchasing TEP common units or lending funds to TEP to finance acquisitions or internal growth projects. To the extent we purchase common units or securities not entitled to a current distribution from TEP, the rate of our distribution growth will be reduced, at least in the short-term, because a smaller percentage of our cash distributions would come from our ownership of the IDRs, which increase at a faster rate than TEP's common units and any similar equity interests TEP may issue in the future. For example, on February 7, 2018, Tallgrass Equity acquired an additional 5,619,218 TEP common units in connection with the merger of Tallgrass Development into Tallgrass Development Holdings. However, Tallgrass Equity will not receive the quarterly distribution on such units for the fourth quarter of 2017 as the record date for such distributions was January 31, 2018.
Restrictions in Tallgrass Equity's, TEP's and Rockies Express' respective revolving credit facilities and the indentures governing TEP's and Rockies Express' existing senior notes could limit Tallgrass Equity's ability to make distributions to us, thereby limiting our ability to make distributions to our Class A shareholders. Any credit facility we enter into in the future could pose similar restrictions that would further limit our ability to make distributions.
Tallgrass Equity's, TEP's and Rockies Express' respective revolving credit facilities and the indentures governing TEP's and Rockies Express' existing senior notes contain various operating and financial restrictions and covenants. Tallgrass Equity's, TEP's and Rockies Express' respective ability to comply with these restrictions and covenants may be affected by events beyond their control, including prevailing economic, financial and industry conditions. If Tallgrass Equity, TEP or Rockies Express is unable to comply with these restrictions and covenants, any indebtedness under these revolving credit facilities and indentures may become immediately due and payable and Tallgrass Equity's, TEP's and Rockies Express' respective lenders' commitment to make further loans under these revolving credit facilities may terminate. Tallgrass Equity, TEP and Rockies Express might not have, or be able to obtain, sufficient funds to make these accelerated payments.
Tallgrass Equity's payment of principal and interest on indebtedness reduces its cash distributions to us, thereby reducing our cash available for distribution on our Class A shares. Tallgrass Equity's revolving credit facility would effectively prevent us from paying distributions to our Class A shareholders to the extent Tallgrass Equity is prohibited from making cash distributions during an event of default or if an event of default would result from the distribution.
We may enter into a credit facility in the future that would impose similar restrictions to those discussed above. In addition, our payment of principal and interest on any future indebtedness would reduce our cash available for distribution to our Class A shares.
For more information regarding Tallgrass Equity's revolving credit facility, please see Note 11Long-term Debt to the Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data. For more information regarding TEP's revolving credit facility and the indentures governing TEP's existing senior notes, please see the section "—Risks Related to TEP's and Rockies' Express Business - TEP's revolving credit facility and the indentures governing TEP's existing senior notes contain certain restrictions which could adversely affect its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders." For more information regarding Rockies Express' revolving credit facility and the indentures governing Rockies Express' existing senior notes, please see the sections "Rockies Express has a substantial amount of indebtedness and Rockies Express may not be able to generate a sufficient amount of cash flow to meet its debt service obligations." and "Rockies Express' revolving credit facility contains certain restrictions which could limit its financial flexibility and increase its financing costs."
Tallgrass Equity's ownership in TEP's IDRs, TEP's common units and TEP's general partner interest, are pledged under Tallgrass Equity's revolving credit facility.
Tallgrass Equity's direct ownership of the 25,619,218 TEP common units and its direct ownership of TEP's general partner (which owns the IDRs and general partner interest) are pledged as security under Tallgrass Equity's revolving credit facility. Tallgrass Equity's revolving credit facility contains customary and other events of default. Upon an event of default, the lenders under Tallgrass Equity's revolving credit facility could foreclose on Tallgrass Equity's ownership interest in TEP GP and the 25,619,218 TEP common units owned by Tallgrass Equity, which are the assets from which a significant amount of our cash

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flows are derived. Additionally, this foreclosure could ultimately result in a change in control of TEP GP, which would constitute an immediate event of default under TEP's credit facility. This would have a material adverse effect on our business, financial condition and results of operations.
Our shareholders do not vote in the election of our general partner's directors. The Exchange Right Holders own a sufficient number of shares to allow them to prevent the removal of our general partner.
Our shareholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. The board of directors of our general partner, including our independent directors, is designated and elected by Tallgrass Energy Holdings or its designees. Our shareholders do not have the ability to elect our general partner or the members of the board of directors of our general partner.
In addition, if our Class A shareholders are dissatisfied with the performance of our general partner, they have little ability to remove our general partner. Our general partner may not be removed except by vote of the holders of at least 80% of our outstanding shares, voting together as a single class. The Exchange Right Holders own 68.57% of our outstanding shares. This ownership level enables the Exchange Right Holders to prevent our general partner's removal.
As a result of these provisions, the price at which our shares trade may be lower because of the absence or reduction of a takeover premium in the trading price.
If TEP's unitholders remove TEP GP, TEP GP may be required to sell or exchange its IDRs and general partner interest and TEP GP would lose the ability to manage and control TEP.
TEP's partnership agreement gives unitholders of TEP the right to remove TEP GP upon the affirmative vote of holders of 66 2/3% of TEP's outstanding units. If TEP GP withdraws as general partner in compliance with TEP's partnership agreement or is removed as general partner of TEP where cause (as defined in TEP's partnership agreement) does not exist and a successor general partner is elected in accordance with TEP's partnership agreement, TEP GP could elect to receive cash in exchange for its IDRs and general partner interest. If TEP GP withdraws in circumstances other than those described in the preceding sentence and a successor general partner is elected in accordance with TEP's partnership agreement, the successor general partner will have the option to purchase the IDRs and general partner interest for their fair market value. If TEP GP or the successor general partner do not exercise their options, TEP GP's interests would be converted into common units based on an independent valuation. In each case, TEP GP would also lose its ability to manage TEP.
In addition, if TEP GP is removed as general partner of TEP, we would face an increased risk of being deemed an investment company. Please read the section entitled "If in the future we cease to manage and control TEP, we may be deemed to be an investment company under the Investment Company Act of 1940."
Our general partner may cause us to issue additional Class A shares or other equity securities, including equity securities that are senior to our Class A shares, without your approval, which may adversely affect you.
Our general partner may cause us to issue an unlimited number of additional Class A shares, or other equity securities of equal rank with the Class A shares, without shareholder approval. In addition, we may issue an unlimited number of shares that are senior to our Class A shares in right of distribution, liquidation and voting. Except for Class A shares issued in connection with the exercise by any Exchange Right Holder of its right to exchange a Class B share for a Class A share (the "Exchange Right"), each of which will result in the cancellation of an equivalent number of Class B shares and therefore have no effect on the total number of outstanding shares, the issuance of additional Class A shares, or other equity securities of equal or senior rank, may have the following effects:
each shareholder's proportionate ownership interest in us may decrease;
the amount of cash available for distribution on each Class A share may decrease;
the relative voting strength of each previously outstanding Class A share may be diminished;
the ratio of taxable income to distributions may increase; and
the market price of the Class A shares may decline.
You may not have limited liability if a court finds that shareholder action constitutes control of our business.
Under Delaware law, you could be held liable for our obligations to the same extent as a general partner if a court determined that the right or the exercise of the right by our shareholders (who hold limited partner interests despite the fact that we use the term "shareholder" in this Annual Report) as a group to remove or replace our general partner, to approve some amendments to the partnership agreement or to take other action under our partnership agreement constituted participation in the "control" of our business. Additionally, the limitations on the liability of holders of limited partner interests for the liabilities of a limited partnership have not been clearly established in many jurisdictions.

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Furthermore, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that, under some circumstances, a shareholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.
If in the future we cease to manage and control TEP we may be deemed to be an investment company under the Investment Company Act of 1940.
If we cease to indirectly manage and control TEP and are deemed to be an investment company under the Investment Company Act of 1940, we would have to register as an investment company under the Investment Company Act of 1940, obtain exemptive relief from the SEC or modify our organizational structure or our contractual rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict the ability of TEP GP, Tallgrass Equity, TEP and us to borrow funds or engage in other transactions involving leverage, require us to add additional directors who are independent of us and our affiliates, and adversely affect the price of our Class A shares.
Our partnership agreement restricts the rights of shareholders owning 20% or more of our shares.
Our shareholders' voting rights are restricted by the provision in our partnership agreement generally providing that any shares held by a person or group that owns 20% or more of any class of shares then outstanding, other than our general partner, the Exchange Right Holders or their respective affiliates and persons who acquired such shares with the prior approval of our general partner's board of directors, cannot be voted on any matter. In addition, our partnership agreement contains provisions limiting the ability of our shareholders to call meetings or to acquire information about our operations, as well as other provisions limiting our shareholders' ability to influence the manner or direction of our management. As a result, the price at which our Class A shares trade may be lower because of the absence or reduction of a takeover premium in the trading price.
If TEP GP, which is owned by Tallgrass Equity, is not fully reimbursed or indemnified for obligations and liabilities it incurs in managing the business and affairs of TEP, its value, and, therefore, the value of our Class A shares, could decline.
TEP GP and its affiliates may make expenditures on behalf of TEP for which TEP GP will seek reimbursement from TEP. Under Delaware partnership law, TEP GP has unlimited liability for the obligations of TEP, such as its debts and environmental liabilities, except for those contractual obligations of TEP that are expressly made without recourse to the general partner. To the extent TEP GP incurs obligations on behalf of TEP, it is entitled to be reimbursed or indemnified by TEP. If TEP is unable or unwilling to reimburse or indemnify TEP GP, TEP GP may not be able to satisfy those liabilities or obligations, which would reduce TEP GP's cash distributions to Tallgrass Equity and ultimately to us for the benefit of our Class A shareholders.
Our Class A shares and TEP's common units may not trade in relation or proportion to one another.
Our Class A shares and TEP's common units may not trade in simple relation or proportion to one another. Instead, while the trading prices of our Class A shares and TEP's common units may follow generally similar broad trends, the trading prices may diverge because, among other things:
TEP's cash distributions to its common unitholders have a priority over distributions on its IDRs;
we participate in the distributions on the IDRs and general partner interest in TEP while TEP's common unitholders do not;
we expect to pay U.S. federal income taxes in the future; and
we may pursue business opportunities separate and apart from TEP or any of its affiliates.
An increase in interest rates may cause the market price of our shares to decline.
Like all equity investments, an investment in our Class A shares is subject to certain risks. In exchange for accepting these risks, investors may expect to receive a higher rate of return than would otherwise be obtainable from lower-risk investments. Accordingly, as interest rates rise, the ability of investors to obtain higher risk-adjusted rates of return by purchasing government-backed debt securities may cause a corresponding decline in demand for riskier investments generally, including yield-based equity investments such as publicly traded limited partner interests. Reduced demand for our Class A shares resulting from investors seeking other more favorable investment opportunities may cause the trading price of our Class A shares to decline.
Future sales of our Class A shares in the public market, including sales of Class A shares by the Exchange Right Holders after the exercise of the Exchange Right, could reduce our Class A share price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
Subject to certain limitations and exceptions, the Exchange Right Holders may cause the exchange of their Tallgrass Equity units (together with a corresponding number of Class B shares) for Class A shares (on a one-for-one basis, subject to customary

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conversion rate adjustments for equity splits and reclassification and other similar transactions) and then sell those Class A shares. Pursuant to a shareholder and registration rights agreement entered into with the Exchange Right Holders, we have registered the resale of 109,504,440 Class A shares issuable upon exercise of the Exchange Right pursuant to our Form S-3/A (File No. 333-210976) filed with the SEC on August 8, 2016, which became effective August 10, 2016. Following such registration, certain participating Exchange Right Holders sold 10,350,000 Class A Shares in a secondary offering that closed on November 22, 2016. We may also issue additional Class A shares or convertible securities in subsequent public or private offerings. We have also agreed to register the 27,554,785 Class A shares issuable upon the exercise of the Exchange Right with respect to the 27,554,785 units and Class B Shares, respectively, issued in connection with the acquisition of the 25.01% membership interest in Rockies Express and the 5,619,218 additional TEP common units acquired by Tallgrass Equity on February 7, 2018.
We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares, including sales of Class A shares by the Exchange Right Holders after the exercise of the Exchange Right, will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.
Tallgrass Energy Holdings has sole authority to elect the board of directors of our general partner.
Tallgrass Energy Holdings has the ability to elect all of the members of our board of directors. In addition, Tallgrass Energy Holdings is able to determine the outcome of nearly all matters requiring shareholder approval, including certain mergers and other material transactions, and is able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their Class A shares as part of a sale of our company. Certain of the Exchange Right Holders currently own 100% of the voting interests in Tallgrass Energy Holdings and entities and/or investment funds affiliated with (i) The Energy & Minerals Group, (ii) Kelso & Company and (iii) members of our and TEP's management each have the right to designate two members of the board of managers of Tallgrass Energy Holdings for so long as they maintain certain ownership percentages in Tallgrass Energy Holdings. Tallgrass Energy Holdings currently has a six-person board of managers. Tallgrass Energy Holdings continues to be able to strongly influence all matters requiring shareholder approval, regardless of whether or not shareholders believe that the transaction is in their own best interests.
A valuation allowance on our deferred tax asset could reduce our earnings.
A significant deferred tax asset was recorded as a result of certain reorganization transactions completed in connection with the TEGP IPO. In November 2016, TEGP completed a Secondary Offering of Class A shares, which resulted in the recognition of an additional deferred tax asset. The aggregate deferred tax asset was $313.0 million as of December 31, 2017. GAAP requires that a valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized. If we were to determine that a valuation allowance was appropriate for our deferred tax asset, we would be required to take an immediate charge to earnings with a corresponding reduction of partners' equity and increase in balance sheet leverage as measured by debt to total capitalization.
The NYSE does not require a limited partnership like us or TEP to comply with certain of its corporate governance requirements.
Because we and TEP are limited partnerships, the NYSE does not require our general partner or TEP's general partner to have a majority of independent directors on their respective board of directors. The NYSE also does not require our general partner or TEP's general partner to establish a compensation committee or a nominating and corporate governance committee. Accordingly, our shareholders and TEP's unitholders do not have the same protections afforded to certain corporations that are subject to all the NYSE corporate governance requirements. In addition, as limited partnerships, we and TEP are not required to seek shareholder or unitholder approval, as appropriate, for issuances of Class A shares or TEP common units, respectively, including issuances in excess of 20% of outstanding equity securities, or for issuances of equity to certain affiliates.
We may incur liability as a result of our ownership of TEP's general partner.
Under Delaware law, a general partner of a limited partnership is generally liable for the debts and liabilities of the partnership for which it serves as general partner, subject to the terms of any indemnification agreements contained in the partnership agreement and except to the extent the partnership's contracts are non-recourse to the general partner. As a result of our structure, we indirectly own and control the general partner of TEP. To the extent the indemnification provisions in TEP's partnership agreement or non-recourse provisions in our contracts are not sufficient to protect TEP GP from such liability, we may in the future incur liabilities as a result of our indirect ownership of TEP's general partner. Please read the section entitled "Risks Related to Conflicts of Interest."

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If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A shares.
Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a publicly traded partnership. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results will be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A shares.
Rockies Express is a joint venture and our investment could be adversely affected by our lack of sole decision-making authority.
We and TEP do not control Rockies Express through our collective ownership of a 75% membership interest. Under the limited liability company agreement of Rockies Express, as amended, substantially all matters are decided by a vote of 80% of the membership interests, other than certain fundamental decisions that require a vote of 90% of the membership interests. As a result, all the decisions of the Rockies Express members effectively require unanimous approval of all three members of Rockies Express, including Phillips 66. Thus, our investment in Rockies Express involves risks that are not present when we and TEP are able to exercise control over an asset, including the possibility that the unaffiliated third-party member of Rockies Express might become bankrupt, fail to fund its required capital contributions or otherwise attempt to make business decisions with respect to Rockies Express that we do not believe are in its best interest. Moreover, under the Rockies Express limited liability company agreement, we are required to provide certain capital contributions in order to fund expenditures contemplated by Rockies Express' annual budget, and may be required to provide capital contributions under certain circumstances specified in the Rockies Express limited liability company agreement if determined to be reasonably necessary by a vote of Rockies Express' members.
The unaffiliated third-party member of Rockies Express may have economic or other business interests or goals that are inconsistent with our and TEP's business interests or goals. Although we generally anticipate that we will agree with TEP on managerial decisions at Rockies Express, we do not have a voting trust or other arrangement in place requiring Tallgrass Equity and TEP to vote jointly. Plus, the Rockies Express limited liability company agreement expressly permits Rockies Express members (including TEP) to make decisions with respect to their ownership interest without taking into account the interests of Rockies Express or any other member of Rockies Express.
Our membership interest in Rockies Express is subject to a right of first refusal, which may make it more difficult to sell our interest in Rockies Express in the future.
Under the terms of Rockies Express' limited liability company agreement, if any member desires to transfer its membership interest to an unaffiliated third party, each other member first has a right to purchase its proportionate share of the membership interest being sold. If we desire to sell all or any portion of our interest in Rockies Express to an unaffiliated third-party in the future, we will be required to first offer the sale of our membership interest to the other members, who will have 30 days to elect to purchase their proportionate interest before any sale or transfer to a third party may be consummated. This requirement could make it difficult for us to sell our interest in Rockies Express.
Risks Related to Conflicts of Interest
Our existing organizational structure and the relationships among us, TEP, our respective general partners, Tallgrass Energy Holdings, the owners of Tallgrass Energy Holdings, including the Exchange Right Holders, and their affiliated entities present the potential for conflicts of interest. Moreover, additional conflicts of interest may arise in the future among us and the entities affiliated with any general partner or similar interests we acquire or among TEP and such entities.
Conflicts of interest may arise as a result of our organizational structure and the relationships among us, TEP, our respective general partners, TEGP, the owners of Tallgrass Energy Holdings, including the Exchange Right Holders, and their affiliated entities.
Our partnership agreement defines the duties of our general partner (and, by extension, its officers and directors). Our general partner's board of directors or its conflicts committee has authority on our behalf to resolve any conflict involving us and they have broad latitude to consider the interests of all parties to the conflict.
Conflicts of interest may arise between us and our shareholders, on the one hand, and our general partner and its direct and indirect owners, including Tallgrass Energy Holdings and the Exchange Right Holders, and affiliated entities, on the other hand,

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or between us and our shareholders, on the one hand, and TEP and its unitholders, on the other hand. The resolution of these conflicts may not always be in our best interest or that of our shareholders.
Certain of the Exchange Right Holders own 100% of the voting interests in Tallgrass Energy Holdings and the Exchange Right Holders hold a majority of the combined voting power of our Class A and Class B shares.
Certain of the Exchange Right Holders own 100% of the voting interests in Tallgrass Energy Holdings and the Exchange Right Holders hold approximately 68.57% of the combined voting power of our Class A and Class B shares. Although each of the Exchange Right Holders are entitled to act separately in their own respective interests with respect to their ownership interest in Tallgrass Energy Holdings and us, certain of the Exchange Right Holders collectively have the ability to elect all the members of Tallgrass Energy Holdings' board of managers, each of whom serves as a member of the board of directors of our general partner. So long as any of the Exchange Right Holders continue to own a significant amount of the voting interests in Tallgrass Energy Holdings, they will continue to be able to control our management and affairs.
Tallgrass Energy Holdings may have interests that conflict with holders of our Class A shares.
Tallgrass Energy Holdings owns our general partner and may have conflicting interests with holders of Class A shares.
Furthermore, conflicts of interest could arise in the future between us, on the one hand, and Tallgrass Energy Holdings or TEP, on the other hand, concerning, among other things, a decision whether to modify or limit the IDRs in the future or potential competitive business activities or business opportunities. These conflicts of interest may not be resolved in our favor.
Our partnership agreement replaces our general partner's fiduciary duties to holders of our Class A shares with contractual standards governing its duties.
Our partnership agreement contains provisions that eliminate the fiduciary standards to which our general partner would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our shareholders other than the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the shareholders where the language in the partnership agreement does not provide for a clear course of action. This provision entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our shareholders. Examples of decisions that our general partner may make in its individual capacity include:
how to allocate business opportunities among us and its affiliates;
whether to exercise its limited call right;
whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;
how to exercise its voting rights with respect to the units it owns; and
whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
In addition, our partnership agreement provides that any construction or interpretation of our partnership agreement and any action taken pursuant thereto or any determination, in each case, made by our general partner in good faith, shall be conclusive and binding on all shareholders.
By purchasing shares, you agree to become bound by the provisions in the partnership agreement, including the provisions discussed above.
Our partnership agreement restricts the remedies available to holders of our Class A shares for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
Our partnership agreement contains provisions that restrict the remedies available to shareholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement provides that:
whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our partnership, and, except as

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specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
our general partner will not have any liability to us or our shareholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;
our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
our general partner will not be in breach of its obligations under the partnership agreement (including any duties to us or our shareholders) if a transaction with an affiliate or the resolution of a conflict of interest is:
approved by the conflicts committee of the board of directors of our general partner (although our general partner is not obligated to seek such approval);
approved by the vote of a majority of the outstanding voting shares, excluding any shares owned by our general partner and its affiliates;
determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner or the conflicts committee must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our shareholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the last two bullets above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
Our general partner's affiliates and Tallgrass Energy Holdings may compete with us.
Our partnership agreement provides that our general partner is restricted from engaging in any business activities other than acting as our general partner and those activities incidental to its ownership of interests in us. The restrictions contained in our general partner's limited liability company agreement are subject to a number of exceptions. For example, affiliates of our general partner, including Tallgrass Energy Holdings, the Exchange Right Holders, and their respective affiliates, are not prohibited from engaging in other businesses or activities that might be in direct competition with us.
Our general partner has a call right that may require you to sell your Class A shares at an undesirable time or price.
If at any time more than 80% of our outstanding shares (including Class A shares issuable upon the exchange of Class B shares) are owned by our general partner, Tallgrass Energy Holdings or their respective affiliates, our general partner has the right (which it may assign to any of its affiliates, Tallgrass Energy Holdings or us), but not the obligation, to acquire all, but not less than all, of the remaining Class A shares held by public shareholders at a price equal to the greater of (x) the highest cash price paid by our general partner, Tallgrass Energy Holdings, or their respective affiliates for any shares purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those shares and (y) the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed. As a result, you may be required to sell your Class A shares at an undesirable time or price and may not receive any return of or on your investment. You may also incur a tax liability upon a sale of your Class A shares.

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Risks Related to TEP's and Rockies Express' Business
TEP may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to its general partner and its affiliates, to enable TEP to pay the quarterly distribution at the current distribution level, or at all, to holders of its common units.
TEP may not have sufficient available cash from operating surplus each quarter to enable it to pay the quarterly distribution at the current distribution level, at the minimum quarterly distribution level, or at all. The amount of cash TEP can distribute on its units principally depends upon the amount of cash TEP generates from its operations, which will fluctuate from quarter to quarter based on, among other things:
the level of firm services TEP provides to customers pursuant to firm fee contracts and the volume of customer products TEP transports, stores, processes, gathers, treats and disposes using its assets;
its ability to renew or replace expiring long-term firm fee contracts with other long-term firm fee contracts;
the creditworthiness of its customers, particularly customers who are subject to firm fee contracts;
its ability to complete and integrate acquisitions;
the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of natural gas, NGLs, crude oil and other hydrocarbons;
the actual and anticipated future prices, and the volatility thereof, of natural gas, crude oil and other commodities;
changes in the fees TEP charges for its services, including firm services and interruptible services;
TEP's ability to identify, develop, and complete internal growth projects or expansion capital expenditures on favorable terms to improve optimization of its current assets;
regional, domestic and foreign supply and perceptions of supply of natural gas, crude oil and other hydrocarbons;
the level of demand and perceptions of demand in end-user markets TEP directly or indirectly serves;
applicable laws and regulations affecting TEP and its customers' business, including the market for natural gas, crude oil, other hydrocarbons and water, the rates TEP can charge on its assets, how TEP contracts for services, its existing contracts, its operating costs or its operating flexibility;
the effect of worldwide energy conservation measures;
prevailing economic conditions.
the effect of seasonal variations in temperature and climate on the amount of customer products TEP is able to transport, store, process, gather, treat and dispose using its assets;
the realized pricing impacts on revenues and expenses that are directly related to commodity prices;
the level of competition from other midstream energy companies in its geographic markets;
the level of its operating and maintenance costs;
damage to its assets and surrounding properties caused by earthquakes, floods, fires, severe weather, explosions and other natural disasters or acts of terrorism;
outages in its assets;
the relationship between natural gas and NGL prices and resulting effect on processing margins; and
leaks or accidental releases of hazardous materials into the environment, whether as a result of human error or otherwise.
In addition, the actual amount of cash TEP will have available for distribution will depend on other factors, including:
its ability to borrow funds and access capital markets;
the level, timing and characterization of capital expenditures TEP makes;
the level of its general and administrative expenses, including reimbursements to its general partner and its affiliates, for services provided to TEP;
the cost of pursuing and completing acquisitions and capital expansion projects, if any;
its debt service requirements and other liabilities;

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fluctuations in its working capital needs;
restrictions contained in its debt agreements;
the amount of cash reserves established by its general partner; and
other business risks affecting its cash levels.
If TEP is not able to renew or replace expiring customer contracts at favorable rates or on a long-term basis, its financial condition, results of operations, cash flows and ability to make cash distributions to its unitholders will be adversely affected.
A substantial majority of TEP's contracts for transporting, storing, and processing its customers' products on TEP's systems are long-term firm fee contracts with terms of various durations. For the year ended December 31, 2017, approximately 92% of its natural gas transportation and storage revenues were generated under firm fee transportation and storage contracts and approximately 88% of its crude oil transportation revenues were generated under firm fee transportation contracts. As of December 31, 2017, the weighted average remaining life of its long-term natural gas transportation contracts and natural gas storage contracts at TIGT and Trailblazer was approximately four years each, and the crude oil transportation contracts was approximately three years, reflective of the Continental Resources contract extension effective January 1, 2018. In addition, a majority of Rockies Express' west-to-east pipeline capacity is subject to long-term firm fee contracts that expire in 2019 and a significant amount of Rockies Express' revenue in 2017 was derived under these contracts.
TEP may be unable to maintain the long-term nature and economic structure of its current contract portfolio over time. Depending on prevailing market conditions at the time of a contract renewal, its natural gas transportation, storage and processing customers with long-term fee-based contracts may desire to enter into contracts with reduced fees, and may be unwilling to enter into long-term contracts at all. In addition, a significant portion of the long-term contracts for the Pony Express Pipeline expire in 2019 and those customers may unilaterally decide whether to renew such contracts. If these contracts are not renewed, Pony Express' ability to enter into replacement long-term contracts would be limited. Under current FERC policy, Pony Express is generally prohibited from entering into new long-term contracts that grant contract shippers priorities in prorationing under the ICA unless such contract relates to an increase in the capacity of the Pony Express Pipeline.
TEP's ability to renew or replace its expiring contracts on terms similar to, or more attractive than, those of its existing contracts is uncertain and depends on a number of factors beyond its control, including:
the level of existing and new competition to provide competing services to its markets;
the macroeconomic factors affecting crude oil and natural gas economics for our current and potential customers;
the balance of supply and demand for natural gas, crude oil and other hydrocarbons, on a short-term, seasonal and long-term basis, in the markets TEP directly and indirectly serves;
the extent to which the current and potential customers in its markets are willing to provide firm fee commitments on a long-term basis; and
the effects of federal, state or local laws or regulations on the contracting practices of its customers.
During periods of price reduction and high volatility in the commodity markets, TEP expects customers will generally be less likely to enter into long-term firm fee contracts, and even if they enter into such contracts, may only be willing to provide acreage dedications to our assets rather than firm fee commitments. Acreage dedications typically do not require TEP's customers to pay us unless they utilize our assets, and they may also be subject to challenge in bankruptcy proceedings.
To the extent TEP is unable to renew or replace its existing contracts on terms that are favorable to TEP or successfully manage the long-term nature and economic structure of its contract profile over time, TEP's revenues and cash flows could decline and its ability to make distributions to its unitholders could be materially and adversely affected.
TEP is exposed to the creditworthiness and performance of its customers, suppliers and contract counterparties, and any material nonpayment or nonperformance by one or more of these parties could adversely affect its financial condition, cash flows, and operating results.
Although TEP attempts to assess the creditworthiness of its customers, suppliers and contract counterparties, there can be no assurance that its assessments will be accurate or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on its business, results of operations, financial condition and ability to make cash distributions to its unitholders. TEP's long-term firm fee contracts obligate its customers to pay demand charges regardless of whether they utilize its assets, except for certain circumstances outlined in applicable customer agreements. As a result, during the term of its long-term firm fee contracts and absent an event of force majeure, its revenues will generally depend on its customers' financial condition and their ability to pay rather than upon the extent to which our customers actually utilize our assets. Periods of price reduction and high volatility in the commodity markets could impact their ability to meet

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their financial obligations to TEP. Further, TEP's contract counterparties may not perform or adhere to TEP's existing or future contractual arrangements. To the extent one or more of TEP's contract counterparties is in financial distress or commences bankruptcy proceedings, contracts with these counterparties may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. Any material nonpayment or nonperformance by TEP's contract counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could have a material adverse impact on its business, results of operations, financial condition and ability to make cash distributions to its unitholders.
For example, in 2016, Ultra Resources, Inc., or Ultra, defaulted on its firm transportation service agreement with Rockies Express for approximately 0.2 Bcf/d through November 11, 2019, and as a result, Rockies Express filed a lawsuit seeking approximately $303 million in damages and other relief. Approximately 13% of Rockies Express' revenue in 2015 was derived from the Ultra contract. In April 2016, Ultra filed for bankruptcy protection and in January 2017, Rockies Express and Ultra agreed to settle Rockies Express’ claim against Ultra's bankruptcy estate. In accordance with the settlement agreement, Ultra made a cash payment to Rockies Express of $150 million on July 12, 2017, and entered into a new, seven-year firm transportation agreement with Rockies Express commencing December 1, 2019, for west-to-east service of 0.2 Bcf/d at a rate of approximately $0.37, or approximately $26.8 million annually.
In addition, Triad Hunter, LLC, or Triad, sought bankruptcy relief in December 2015. At the time Triad commenced the bankruptcy proceedings, Triad and Rockies Express were parties to a precedent agreement that provided Triad with an approximate 0.1 Bcf/d of firm capacity in connection with the Rockies Express Zone 3 Capacity Enhancement Project. In order to settle its claim, Rockies Express agreed to amend certain material terms of the precedent agreement, including reducing Triad's firm capacity under the precedent agreement to an approximate 0.05 Bcf/d.
Although the Triad and Ultra claims were ultimately settled, and on terms TEP views as favorable, future bankruptcy proceedings with a counterparty may not result in a favorable settlement for TEP.
The procedures and policies TEP uses to manage its exposure to credit risk, such as credit analysis, credit monitoring and, in some cases, requiring credit support, cannot fully eliminate counterparty credit risks. In accordance with FERC regulations and its own internal credit policies, counterparties with investment grade credit ratings are deemed able to meet their financial obligations to TEP without requiring credit support in the form of a letter of credit or prepayment. Although TEP asks for credit support from customers it deems to not be creditworthy or upon a deterioration of the financial condition of an existing customer, some customers may be unwilling or unable to provide it due to liquidity constraints. To the extent its procedures and policies prove to be inadequate or TEP is unable to obtain credit support, its financial position and results of operations may be negatively impacted.
Some of TEP's counterparties may be highly leveraged or have limited financial resources and are subject to their own operating and regulatory risks. Even if its credit review and analysis mechanisms work properly, TEP may experience financial losses in its dealings with such parties. As seen with the decline and volatility in crude oil prices from the second half of 2014 through the first half of 2016, prices for crude oil and natural gas are subject to large fluctuations in response to changes in supply and demand, market uncertainty and a variety of other factors that are beyond its control. Such volatility in commodity prices might have an impact on many of TEP's counterparties and their ability to borrow and obtain additional capital on attractive terms, which, in turn, could have a negative impact on their ability to meet their obligations to TEP.
Any material nonpayment or nonperformance by TEP's counterparties could require TEP to pursue substitute counterparties for the affected operations, reduce operations or provide alternative services. There can be no assurance that any such efforts would be successful or would provide similar financial and operational results.
TEP depends on certain key customers for a significant portion of its revenues and is exposed to credit risks of these customers. The loss of or material nonpayment or nonperformance by any of these key customers could adversely affect its cash flow and results of operations.
TEP relies on certain key customers for a portion of revenues. For example, for the year ended December 31, 2017, Continental Resources accounted for approximately 15% of our revenues on a consolidated basis. In addition, for the year ended December 31, 2017, approximately 51% of its consolidated revenues were represented by the top ten customers on its Pony Express System. TEP owns a 49.99% membership interest in Rockies Express and Tallgrass Equity owns a 25.01% membership interest in Rockies Express, which is not consolidated for financial reporting purposes. Approximately 20%, 13%, and 12%, respectively, of Rockies Express' total revenues as of December 31, 2017 were represented by Rockies Express' three largest non-affiliated shippers.
TEP may be unable to negotiate extensions or replacements of contracts with key customers on favorable terms. For additional detail, see "If TEP is not able to renew or replace expiring customer contracts at favorable rates or on a long-term basis, its financial condition, results of operations, cash flows and ability to make cash distributions to its unitholders will be adversely affected."

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In addition, some of these key customers may experience financial problems that could have a significant effect on their creditworthiness. For example, Rockies Express terminated its contract with its third largest non-affiliated shipper by total 2015 revenue, Ultra, in March 2016. For more detail regarding Ultra, see "TEP is exposed to the creditworthiness and performance of its customers, suppliers and contract counterparties, and any material nonpayment or nonperformance by one or more of these parties could adversely affect its financial condition, cash flows, and operating results."
Severe financial problems encountered by its customers could limit its ability to collect amounts owed to TEP, or to enforce performance of obligations under contractual arrangements. To the extent one or more of TEP's key customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. Additionally, many of its customers finance their activities through cash flow from operations, the incurrence of indebtedness or the issuance of equity. The combination of reduction of cash flow resulting from declines in commodity prices, a reduction in borrowing bases under credit facilities and the lack of availability of debt or equity financing may result in a significant reduction of TEP's customers' liquidity and limit their ability to make payments or perform on their obligations to TEP. Furthermore, some of TEP's customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to TEP. The loss of all or even a portion of the contracted volumes of these key customers, as a result of competition, creditworthiness or otherwise, could have a material adverse effect on its business, cash flows, ability to make distributions to its unitholders, the price of its units, its results of operations and ability to conduct its business.
If TEP is unable to make acquisitions on economically acceptable terms, its future growth will be limited, and the acquisitions TEP does make may reduce, rather than increase, its cash generated from operations on a per unit basis.
TEP's ability to grow depends, in part, on its ability to make acquisitions that increase its cash generated from operations on a per unit basis.
The acquisition component of TEP's strategy is based, in part, on its expectation of ongoing divestitures of midstream energy assets by industry participants. Many factors could impair TEP's access to future midstream assets. A material decrease in divestitures of midstream energy assets by industry participants would limit TEP's opportunities for future acquisitions and could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders. Prior to February 7, 2018, Tallgrass Development was TEP's primary source of acquisitions. Now that Tallgrass Development has divested its entire asset portfolio and merged out of existence, TEP's growth through acquisitions will rely almost exclusively on buying assets or businesses from third parties.
TEP's future growth and ability to increase distributions will be limited if TEP is unable to make accretive acquisitions because, among other reasons, (i) TEP is unable to identify attractive acquisition opportunities, (ii) TEP is unable to negotiate acceptable purchase contracts, (iii) TEP is unable to obtain financing for these acquisitions on economically acceptable terms, (iv) TEP is outbid by competitors or (v) TEP is unable to obtain necessary governmental or third-party consents. Furthermore, even if TEP does make acquisitions that TEP believes will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations on a per unit basis. For example, TEP completed a number of acquisitions in 2017, including the acquisition of 100% of the membership interests in Terminals and 100% of the membership interests in NatGas from Tallgrass Development in January 2017, an additional 24.99% membership interest in Rockies Express from Tallgrass Development in March 2017, 100% of the membership interests in DCP Douglas, LLC from DCP Midstream in June 2017, an additional 40% membership interest in Deeprock Development from Kinder Morgan in July 2017, and 100% of the membership interests of TCG from Outrigger Energy in August 2017. If certain risks or unanticipated liabilities were to arise, the desired benefits of these acquisition may not be fully realized and TEP's future financial performance and results of operations could be negatively impacted.
Any acquisition involves potential risks, including, among other things:
mistaken assumptions about volumes, revenue and costs, including synergies and potential growth;
an inability to maintain or secure adequate customer commitments to use the acquired systems or facilities;
an inability to successfully integrate the assets or businesses TEP acquires;
the assumption of unknown liabilities for which TEP is not indemnified or for which its indemnity is inadequate;
the diversion of management's and employees' attention from other business concerns;
unforeseen difficulties operating in new geographic areas or business lines; and
a decrease in liquidity and increased leverage as a result of using significant amounts of available cash or debt to finance an acquisition.

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If any acquisition eventually proves not to be accretive to TEP's distributable cash flow per unit, it could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.
If TEP is unable to obtain needed capital or financing on satisfactory terms to fund expansions of its asset base, its ability to make quarterly cash distributions may be diminished or its financial leverage could increase.
In order to expand TEP's asset base through acquisitions or capital projects, TEP may need to make expansion capital expenditures. If TEP does not make sufficient or effective expansion capital expenditures, TEP will be unable to expand its business operations and may be unable to maintain or raise the level of its quarterly cash distributions. TEP could be required to use cash from its operations or incur borrowings or sell additional common units or other limited partner interests in order to fund its expansion capital expenditures. Using cash from operations will reduce cash available for distribution to its common unitholders. TEP's ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by its financial condition at the time of any such financing or offering as well as the covenants in its debt agreements, general economic conditions and contingencies and uncertainties that are beyond its control. Even if TEP is successful in obtaining funds for expansion capital expenditures through equity or debt financings, the terms thereof could limit its ability to pay distributions to its common unitholders. In addition, incurring additional debt may significantly increase its interest expense and financial leverage, and issuing additional limited partner interests may result in significant common unitholder dilution and increase the aggregate amount of cash required to maintain the then-current distribution rate, which could materially decrease its ability to pay distributions at the then-current distribution rate. TEP does not currently have any commitment with its general partner or other affiliates, including Tallgrass Energy Holdings, for them to provide any direct or indirect financial assistance to TEP.
The Throughput and Deficiency Agreements for the Pony Express System and some of TEP's service agreements with respect to its water business services contain provisions that can reduce the cash flow stability that the agreements were designed to achieve.
The Throughput and Deficiency Agreements, or TDAs, for the Pony Express System and some of TEP's service agreements with respect to its water services business are firm fee contracts with minimum volume commitments that are designed to generate stable cash flows and minimize direct commodity price risk. Under these minimum volume commitments, its customers agree to ship a minimum volume of crude oil or to have a minimum volume of water serviced, as the case may be, over certain periods during the term of the applicable agreement.
If a customer's actual throughput volumes or volumes serviced are less than its minimum volume commitment for the applicable period, it must make a deficiency payment at the end of the applicable period based upon the difference between the minimum volume commitment and the actual amounts serviced. A customer may apply any deficiency payments it makes as a credit against payment for volumes transported or serviced by TEP in excess of its minimum volume commitment in future periods. Upon termination of the Pony Express TDAs, customers may continue to use any remaining deficiency credits against any volumes serviced by TEP for a period of six months following termination, even though such customers may no longer have a minimum volume commitment.
To the extent that a customer's actual throughput volumes or volumes serviced are above its minimum volume commitment for the applicable period, the customer may use the excess volumes to credit against future deficiency payments in subsequent periods. As of December 31, 2017, Pony Express had a cumulative net deficiency balance of $88.4 million and a cumulative shipper incremental balance of $1.5 million.
Some or all of these provisions can apply in combination with one another. As a result, in the future TEP may not receive any cash payments for volumes shipped or serviced by TEP, and TEP may not receive deficiency payments as a result of excess volumes shipped in prior periods. This would result in reduced revenue and cash flows to TEP.
TEP may not be able to compete effectively in its midstream services activities and its business is subject to the risk of a capacity overbuild of midstream energy infrastructure in the areas where TEP operates.
TEP faces competition in all aspects of its business and may not be able to compete effectively against its competitors. In general, competition comes from a wide variety of players in a wide variety of contexts, including new entrants and existing players and in connection with day-to-day business, expansion capital projects, acquisitions and joint venture activities. Some of its competitors have capital resources greater than TEP's and control greater supplies of crude oil, natural gas or NGLs.
TEP's ability to renew or replace its existing contracts at rates sufficient to maintain current revenues and current cash flows could be adversely affected by the activities of its competitors. Some of its competitors have assets in closer proximity to certain hydrocarbon supplies and have available idle capacity in existing assets that may require no or minimal capital investments for use. For example, several pipelines access many of the same basins as TEP's assets and provide transport to customers in the Rocky Mountain, Appalachian Mountain and Midwest regions of the United States, such as the Dakota Access Pipeline, Saddlehorn-Grand Mesa Pipeline and White Cliffs Pipeline that compete with the Pony Express Pipeline. Pony

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Express also competes with rail facilities, which can provide more delivery optionality to crude oil producers and marketers looking to capitalize on basis differentials between two primary crude oil benchmarks (West Texas Intermediate Crude and Brent Crude). Furthermore, Tallgrass Energy Holdings and its affiliates are not limited in their ability to compete with TEP.
TEP's competitors may expand or construct new midstream services assets that would create additional competition for the services TEP provides to its customers, or its customers may develop their own facilities in lieu of using TEP's. A significant driver of competition in some of the markets where TEP operates (including, for example, the Rocky Mountain and Appalachian Mountain regions) has been the rapid development of new midstream energy infrastructure capacity in recent years. As a result, TEP is exposed to the risk that the areas in which TEP operates become overbuilt, resulting in an excess of midstream energy infrastructure capacity. If TEP experiences a significant capacity overbuild in one or more of the areas where TEP operates, it could have a significant adverse impact on its financial position, cash flows and ability to pay or increase distributions to its unitholders. For example, TEP's competitors in these areas could substantially decrease the prices at which they offer their services, and TEP may be unable to compete effectively. This could materially impair its cash flows and ability to make distributions to its unitholders.
Further, natural gas as a fuel, and fuels derived from crude oil, compete with other forms of energy available to users, including electricity, coal, other fuels and alternative energy. Increased demand for such forms of energy at the expense of natural gas or fuels derived from crude oil could lead to a reduction in demand for TEP's services.
All of these competitive pressures could make it more difficult for TEP to renew its existing long-term firm fee contracts when they expire or to attract new customers as TEP seeks to expand its business, which could have a material adverse effect on its business, financial condition, results of operations and prospects. In addition, competition could intensify the negative impact of factors that decrease demand for natural gas and crude oil in the markets TEP serves, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions decreasing demand.
Constructing new assets subjects TEP to risks of project delays, cost overruns and lower-than-anticipated volumes of natural gas or crude oil once a project is completed. TEP's operating cash flows from its capital projects may not be immediate or meet its expectations.
One of the ways TEP may grow its business is by constructing additions or modifications to its existing facilities. TEP also may construct new facilities, either near its existing operations or in new areas. Construction projects require significant amounts of capital and involve numerous regulatory, environmental, political, legal and operational uncertainties, many of which are beyond its control. TEP may be unable to complete announced construction projects on schedule, at the budgeted cost, or at all, which could have a material adverse effect on its business and results of operations. For example, in June 2014, Michels Corporation, or Michels, filed a complaint and request for relief against Rockies Express as a result of work performed by Michels to construct the Seneca Lateral Pipeline in Ohio. Michels sought unspecified damages from Rockies Express and asserted claims of breach of contract, negligent misrepresentation, unjust enrichment and quantum meruit, and also filed notices of Mechanic's Liens in Monroe and Noble Counties, asserting $24.2 million as the amount due. In February 2017, Rockies Express and Michels resolved the claims brought by Michels in exchange for a $10 million cash payment by Rockies Express.
Although TEP evaluates and monitors each capital spending project and tries to anticipate difficulties that may arise, such delays or cost increases may arise as a result of factors that are beyond its control, including:
denial or delay in issuing requisite regulatory approvals and/or permits;
unplanned increases in the cost of construction materials or labor;
disruptions in transportation of modular components and/or construction materials;
severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, releases) affecting TEP’s facilities, or those of vendors and suppliers;
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
changes in market conditions impacting long lead-time projects;
market-related increases in a project's debt or equity financing costs; and
nonperformance by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with a project.
These projects also involve numerous economic uncertainties and the cash flow generated from these projects may not meet expectations or project estimates. Moreover, TEP may not receive any material increase in operating cash flow from a project for some time or at all. For instance, with respect to the Rockies Express Zone 3 Capacity Enhancement Project, substantially all the construction expenditures were incurred during 2015 and 2016, yet Rockies Express only received increases in cash flow from the project after it was placed in service in January 2017. In 2017, TEP began incurring construction expenditures in connection with commencing construction of the Platteville Extension Project on the Pony Express

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System and the Cheyenne Connector Pipeline. However, TEP will not receive any increases in cash flow from these projects until such project is completed and placed in-service.
The project specifications and expectations regarding project cost, timing, asset performance, investment returns and other matters usually rely in part on the expertise of third parties such as engineers, technical experts and construction contractors. These estimates may prove to be inaccurate because of numerous operational, technological, economic and other uncertainties. TEP also relies in part on estimates from producers regarding the timing and volume of anticipated natural gas and crude oil production. Production estimates are subject to numerous uncertainties, nearly all of which are beyond its control. These estimates may prove to be inaccurate, and new facilities may not attract sufficient volumes to achieve its expected cash flow and investment return.
TEP has certain long-term fixed priced natural gas and crude oil transportation contracts that cannot be adjusted even if its costs increase. As a result, its costs could exceed its revenues.
As of December 31, 2017, approximately 45% of TEP's contracted natural gas transportation firm capacity was provided under long-term, fixed price "negotiated or discount rate" contracts that are not subject to adjustment, even if its cost to perform such services exceeds the revenues received from such contracts, and, as a result, its costs could exceed its revenues received under such contracts. It is possible that costs to perform services under its "negotiated or discount rate" contracts will exceed the negotiated or discounted rates. It is also possible with respect to discounted rates that if its filed "recourse rates" should ever be reduced below applicable discounted rates, TEP would only be allowed by the FERC to charge the lower recourse rates, since FERC policy does not allow discount rates to be charged to the extent that they exceed applicable recourse rates. If these events were to occur, it could decrease the cash flow realized by TEP's assets and, therefore, the cash TEP has available for distributions to its unitholders.
Under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a "negotiated rate," which is generally fixed between the natural gas pipeline and the shipper for the contract term and does not necessarily vary with changes in the level of cost-based "recourse rates," provided that the affected customer is willing to agree to such rates and that the FERC has accepted the negotiated rate agreement. These "negotiated or discount rate" contracts are not generally subject to adjustment for increased costs which could be caused by inflation or other factors relating to the specific facilities being used to perform the services. Any shortfall of revenue, representing the difference between "recourse rates" (if higher) and negotiated or discounted rates, under current FERC policy, may be recoverable from other shippers in certain circumstances. For example, the FERC may recognize this shortfall in the determination of prospective rates in a future rate case. However, if the FERC were to disallow the recovery of such costs from other customers, it could decrease the cash flow realized by its assets and, therefore, the cash TEP has available for distributions to its unitholders.
Rates under Pony Express' TDAs are typically subject to change only per contract terms and conditions, including Pony Express' right to file changes to contract rates to reflect annual index percentage adjustments published by the FERC. TEP generally cannot file for rate increases with respect to committed shippers who have signed TDAs, other than to reflect annual index adjustments or to recover compliance costs imposed by governmental actions.
A significant amount of the revenue currently generated by the Pony Express System and the Rockies Express Pipeline are from contracts that contain most favored nations rights, limiting flexibility to offer certain capacity to new shippers.
Approximately 90% of the Pony Express System's current available capacity is provided to committed shippers under long-term TDAs. Some of the TDAs contain most favored nations rights, or MFNs, which could result in lower rates being charged to certain committed shippers to ensure that the rates such shippers are paying are no greater than ninety to one hundred percent of the rates being charged to other similarly situated shippers for similar service at similar volumes and terms. Triggering the MFNs on the TDAs could lead to a reduction in revenue generated by Pony Express, which could have a material adverse effect on our revenues, cash flow, results of operations, and TEP's ability to make distributions to its unitholders.
Rockies Express' foundation and anchor shippers for west-to-east service hold certain MFNs granting them a right to a rate reduction in certain instances where Rockies Express provides service to another shipper at a rate lower than the foundation or anchor shipper rate for a term of one year or greater or, in the case of the foundation shipper, from certain specified receipt locations. The MFNs effectively limit Rockies Express' flexibility in negotiating rates for some of its services with other shippers, because triggering the MFNs of the foundation and anchor shippers could lead to a reduction in the rates that Rockies Express charges, which could have a material adverse effect on Rockies Express' revenues, cash flow and results of operations, which in turn could impair TEP's and Rockies Express' ability to make distributions to its equity holders and our ability to make distributions to our shareholders.

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If third-party pipelines or other facilities interconnected to TEP's systems become partially or fully unavailable, if the volumes TEP transports do not meet the quality requirements of such pipelines or facilities, or if claims are made against TEP for events that occur downstream of its interconnection with third-party facilities, its revenues and its ability to make distributions to its unitholders could be adversely affected.
TEP's assets typically connect to other pipelines or facilities owned, leased and/or operated by unaffiliated third parties, such as ONEOK Bakken Pipeline, L.L.C., Whiting Petroleum, and others. For example, TEP's Pony Express System connects to upstream joint tariff pipelines, including the Belle Fourche Pipeline owned by the True Companies (which also own and operate the Bridger Pipeline upstream of the Belle Fourche Pipeline) and the Double H Pipeline owned by Kinder Morgan, which are responsible for delivering a substantial portion of the crude oil for transportation on the Pony Express System. In addition, part of the crude oil TEP transports on the Pony Express System is either stored in crude oil tanks located on, or pumped over to downstream pipelines that interconnect through, the Cushing Terminal, which TEP does not operate.
The continuing operation of such third-party facilities and other midstream facilities is not within its control. These pipelines, plants and other midstream facilities may become unavailable to TEP for any number of reasons, including because of testing, turnarounds, line repair, extended unscheduled maintenance, reduced operating pressure, lack of operating capacity, regulatory requirements, conversion to another form of commodity transportation service, cessation of operations, curtailments of receipt or deliveries due to insufficient capacity or because of damage from weather events or other operational hazards. For example, the operations of the Bridger Pipeline's Poplar System were down for approximately five months during the first half of 2015 due to a pipeline release. Bridger declared a force majeure as a result of this event and temporarily lacked the capacity to make up volumes on other lines that directly or indirectly deliver crude oil into designated origin points on the Pony Express System or the Belle Fourche Pipeline. The largest committed shipper on the Pony Express System also declared a force majeure as a result of this incident.
In addition, TEP's interconnection with third-party facilities may result in claims being made against it for events that occur downstream of its pipelines. For example, TIGT has been named as a defendant in a lawsuit for damages arising from a gas leak and home explosion that occurred in June 2014 in Finney County, Kansas. Although TIGT did not directly distribute natural gas to the home in question, the plaintiffs nonetheless allege that TIGT committed torts and otherwise violated federal safety laws. TIGT believes the claims are without merit and intends to vigorously defend them.
If the costs to TEP to access and transport on these third-party pipelines or any alternative pipelines significantly increase, if any of these pipelines or other midstream facilities become unable to receive, transport, store or process products from its assets, if the volumes TEP transports or processes do not meet the quality requirements of such pipelines or facilities, or if claims are made against TEP for events that occur downstream of its interconnection with third-party facilities, its revenues and its ability to make quarterly cash distributions to its unitholders could be adversely affected.
The lack of diversification of TEP's assets and geographic locations could adversely affect its ability to make distributions to its common unitholders.
TEP relies on revenues generated from its assets, which are primarily located in the Rocky Mountain, Appalachian Mountain and Midwest regions of the United States. Revenues on its assets primarily depend on exploration and production activities of its customers located in these regions. Due to its lack of diversification in assets and geographic location, an adverse development in these businesses or its customers' areas of operations, including adverse developments due to catastrophic events, weather, regulatory action and decreases in supply or demand for hydrocarbons, could have a significantly greater impact on its results of operations and cash available for distribution to its common unitholders than if TEP maintained more diverse assets and locations. For example, its water business services are provided through a limited number of assets with a relatively high concentration in Weld County, Colorado. Thus, the growth and profitability of its water business services will be especially vulnerable to conditions and fluctuations in the local Weld County economy and subject to changes in local government regulations and priorities.
TEP's operations are dependent on its rights and ability to receive or renew the required permits and other approvals from governmental authorities and other third parties.
Performance of TEP's operations requires that TEP obtains and maintains numerous environmental and land use permits and other approvals authorizing its business activities. A decision by a governmental authority or other third party to deny, delay or restrictively condition the issuance of a new or renewed permit or other approval, or to revoke or substantially modify an existing permit or other approval, could have a material adverse effect on its ability to initiate or continue operations at the affected location or facility. Expansion of its existing operations and construction of new assets are both also predicated on securing the necessary environmental or land use permits and other approvals, which TEP may not receive in a timely manner or at all.
In order to obtain permits and renewals of permits and other approvals in the future, TEP may be required to prepare and present data to governmental authorities pertaining to the potential adverse impact that any proposed activities may have on the

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environment, individually or in the aggregate, including on public and Indian lands. Certain approval procedures may require preparation of archaeological surveys, endangered species studies and other studies to assess the environmental impact of new sites or the expansion of existing sites. Compliance with these regulatory requirements is expensive and significantly lengthens the time needed to develop a site or pipeline alignment. Also, obtaining or renewing required permits or other approvals is sometimes delayed or prevented due to community opposition and other factors beyond its control. The denial of a permit or other approval essential to its operations or the imposition of restrictive conditions with which it is not practicable or feasible to comply could impair or prevent its ability to develop or expand a property or right-of-way. Significant opposition to a permit or other approval by neighboring property owners, members of the public or non-governmental organizations, or other third parties or delay in the environmental review and permitting process also could impair or delay its ability to develop or expand a property or right-of-way. New legal requirements, including those related to the protection of the environment, could be adopted at the federal, state and local levels that could materially adversely affect its operations, its cost structure or its customers' ability to use its services. Such current or future regulations could have a material adverse effect on its business and TEP may not be able to obtain or renew permits or other approvals in the future.
Difficult conditions in the global capital markets, the credit markets and the economy in general could negatively affect TEP's business and results of operations.
TEP's business may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets. Included among these potential negative impacts are reduced energy demand and lower prices for its services and increased difficulty in collecting amounts owed to TEP by its customers which could reduce its access to credit markets, raise the cost of such access or require TEP to provide additional collateral to its counterparties. TEP's ability to access available capacity under its revolving credit facility could be impaired if one or more of its lenders fails to honor its contractual obligation to lend to TEP. If financing is not available when needed, or is available only on unfavorable terms, TEP may be unable to implement its business plans or otherwise take advantage of business opportunities or respond to competitive pressures.
The amount of cash TEP has available for distribution to unitholders depends primarily on its cash flow rather than on its profitability, which may prevent TEP from making distributions, even during periods in which TEP records net income.
The amount of cash TEP has available for distribution depends primarily upon its cash flow and not solely on profitability, which will be affected by non-cash items. As a result, TEP may make cash distributions during periods when TEP records losses for financial accounting purposes and may not make cash distributions during periods when TEP records net earnings for financial accounting purposes.
The revenue in TEP's Gathering, Processing & Terminalling segment largely depends on the amount of natural gas that its customers actually deliver to its natural gas processing plants.
During the year ended December 31, 2017, approximately 17%, 53%, and 30% of TMID's operating income came from firm fee, volumetric fee, and commodity sensitive contracts, respectively. On these volumetric fee contracts, TEP's revenue is largely tied to the amount of natural gas that its customers actually deliver to TEP's Casper and Douglas plants for processing. Unlike many pipeline transportation customers, TEP's natural gas processing customers are not generally subject to "take or pay" obligations. Thus, if its natural gas processing customers do not produce natural gas and deliver that natural gas to its processing plants to be processed, revenue for its Gathering, Processing & Terminalling segment will decline. As natural gas, crude oil or NGL prices decline, TEP's customers will likely make less money from the production of natural gas, crude oil or NGLs than it costs them to produce it. If that happens, its customers may not continue to produce natural gas and its revenue will decline. The decreased commodity prices in late 2014 through 2016 contributed to a significant drop in actual volumes from several producers from which TMID receives natural gas for processing. If processing volumes at TMID do not continue recovering over time, we could have an impairment of the goodwill at the TMID reporting unit, which is a component of our Gathering, Processing & Terminalling segment, and our revenue will decline. In addition, the fees its customers pay to reserve capacity at its processing plants may not deter those customers from processing their natural gas volumes at other facilities, with whom they may have had prior arrangements or otherwise.
TEP is exposed to direct commodity price risk with respect to some of its processing revenues and the utilization of commodity derivatives by Stanchion, and its exposure to direct commodity price risk may increase in the future.
TEP's Gathering, Processing & Terminalling segment operates under three types of contracts, two of which directly expose its cash flows to increases and decreases in the price of natural gas and NGLs: percent of proceeds and keep whole processing contracts. TEP does not currently hedge the commodity exposure inherent in these types of processing contracts, and as a result, its revenues and results of operations are impacted by fluctuations in the prices of natural gas and NGLs.
Percent of proceeds processing contracts generally provide upside in high commodity price environments, but result in lower margins in low commodity price environments. Under keep whole processing contracts, TEP's revenues and its cash flows generally increase or decrease as the prices of natural gas and NGLs fluctuate. The relationship between natural gas

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prices and NGL prices may also affect its profitability. When natural gas prices are low relative to NGL prices, it is more profitable for TEP to process natural gas under keep whole arrangements. When natural gas prices are high relative to NGL prices, it is less profitable for TEP and its customers to process natural gas both because of the higher value of natural gas and the increased cost (principally that of natural gas as a feedstock and a fuel) of separating the mixed NGLs from the natural gas. As a result, TEP may experience periods in which higher natural gas prices relative to NGL prices reduce its processing margins or reduce the volume of natural gas processed at some of its plants. In addition, NGL prices have historically been related to the market price of oil and as a result any significant changes in oil prices could also indirectly impact its operations. Indirectly, reduced commodity prices impact TEP through reduced exploration and production activity, which results in fewer opportunities for new business to offset natural volume declines. NGL and natural gas prices are volatile and are impacted by changes in the supply and demand for NGLs and natural gas, as well as market uncertainty. For example, from the second half of 2014 through the first half of 2016, natural gas and crude oil prices declined substantially and these declines directly and indirectly resulted in lower processing volumes and realizations on its percent of proceeds and keep whole processing contracts.
In 2017, TEP also began utilizing commodity derivatives in connection with the operations of its crude oil marketing subsidiary, Stanchion. TEP's portfolio of derivative and other energy contracts may consist of contracts to buy and sell commodities that are settled by the delivery of the commodity or cash. If the values of these contracts change in a direction or manner that TEP does not anticipate or cannot manage, it could negatively affect TEP's results of operations. If a performance failure were to occur in one of TEP's contracts, TEP might incur losses in addition to amounts, if any, already recognized in its financial statements or paid to, or received from, counterparties. As a result, TEP's business, results of operations, financial condition and ability to pay distributions to TEP's unitholders may be adversely affected.
TEP's success depends on the supply and demand for natural gas and crude oil.
The success of TEP's business is in many ways impacted by the supply and demand for natural gas and crude oil. For example, its business can be negatively impacted by sustained downturns in supply and demand for natural gas and crude oil in the markets that TEP and its customers serve, including reductions in its ability to renew contracts on favorable terms and to construct new infrastructure. Further, a portion of the demand for its water business services depends substantially on the level of expenditures by the oil and gas industry for the exploration, development and production of oil and natural gas reserves. These expenditures are generally dependent on the industry's view of future oil and natural gas prices and are sensitive to the industry's view of future economic growth and the resulting impact on demand for oil and natural gas. Declines, as well as anticipated declines, in oil and gas prices could also result in project modifications, delays or cancellations, general business disruptions, and delays in, or nonpayment of, amounts that are owed to TEP. These effects could have a material adverse effect on its financial condition, results of operations and cash flows.
One of the major factors that will impact natural gas demand will be the potential growth of the demand for natural gas in the power generation market, particularly driven by the speed and level of existing coal-fired power generation that is replaced with natural gas-fired power generation. One of the major factors impacting domestic natural gas and crude oil supplies has been the significant growth in unconventional sources such as shale plays and the continued progression of hydraulic fracturing technology. The supply and demand for natural gas and crude oil, and therefore the future rate of growth of TEP's business, depends on these and many other factors outside of its control, including, but not limited to:
adverse changes in general global economic conditions;
adverse changes in domestic laws and regulations;
technological advancements that may drive further increases in production and reduction in costs of developing crude oil and natural gas shale plays;
the price and availability of other forms of energy, including alternative energy which may benefit from government subsidies;
adoption of various energy efficiency and conservation measures;
prices for natural gas, crude oil and NGLs;
decisions of the members of the Organization of the Petroleum Exporting Countries, or OPEC, regarding price and production controls;
increased costs to explore for, develop, produce, gather, process and transport natural gas or crude oil;
weather conditions, seasonal trends and hurricane disruptions;
the nature and extent of, and changes in, governmental regulation, for example GHG legislation, taxation and hydraulic fracturing;

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perceptions of customers on the availability and price volatility of its services and natural gas and crude oil prices, particularly customers' perceptions on the volatility of natural gas and crude oil prices over the long-term;
capacity and transportation service into, or out of, its markets; and
petrochemical demand for NGLs.
The oil and gas industry historically has experienced periodic downturns, and from the second half of 2014 through the first half of 2016 experienced a sustained period of decline and volatility in natural gas and crude oil prices. Any prolonged downturns in the oil and gas industry could result in a reduction in demand for TEP's services and could adversely affect its financial condition, results of operations and cash flows.
Any significant decrease in available supplies of hydrocarbons in TEP's areas of operation, or redirection of existing hydrocarbon supplies to other markets, could adversely affect its business and operating results. If recent lower commodity prices are prolonged beyond its contract lives, TEP will likely experience lower throughput volumes and reduced cash flows.
TEP's business is dependent on the continued availability of natural gas and crude oil production and reserves. Production from existing wells and natural gas and crude oil supply basins with access to its assets will naturally decline over time. The amount of natural gas and crude oil reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Accordingly, to maintain or increase the contracted capacity and/or the volume of products utilizing its assets, its customers must continually obtain adequate supplies of natural gas and crude oil.
However, the development of additional natural gas and crude oil reserves requires significant capital expenditures by others for exploration and development drilling and the installation of production, storage, transportation and other facilities that permit natural gas and crude oil to be produced and products delivered to TEP's facilities. In addition, low prices for natural gas and crude oil, regulatory limitations, including environmental regulations, or the lack of available capital for these projects could have a material adverse effect on the development and production of additional reserves, as well as storage, pipeline transportation, and import and export of natural gas and crude oil supplies. The volatility and sustained lower prices for crude oil and refined products from the second half of 2014 through the first half of 2016 led to a decline in drilling activity, production and refining of crude oil, and import levels in these areas. For example, in response to this volatility and lower prices, a number of producers in its areas of operation significantly reduced their capital budgets and drilling plans in 2015 through 2017. Even if those producers increase their capital budgets in areas TEP serves in 2018, it may take months before the increased capital spending has the possibility of resulting in increased utilization of TEP's assets. In addition, production may fluctuate for other reasons, including, for example, in the case of crude oil, the extent to which the members of OPEC abide by agreements regarding production controls. Furthermore, competition for natural gas and crude oil supplies to serve other markets could reduce the amount of natural gas and crude oil supply available for its customers. Accordingly, to maintain or increase the contracted capacity and/or the volume of products utilizing its assets, its customers must compete with others to obtain adequate supplies of natural gas and crude oil.
If new supplies of natural gas and crude oil are not obtained to replace the natural decline in volumes from existing supply basins, if natural gas and crude oil supplies are diverted to serve other markets, if environmental regulations restrict new natural gas and crude oil drilling or if OPEC does not maintain production controls, the overall demand for services on TEP's systems will likely decline, which could have a material adverse effect on its ability to renew or replace its current customer contracts when they expire and on its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.
TEP's natural gas, crude oil and liquids operations are subject to extensive regulation by federal, state and local regulatory authorities, which could have a material adverse effect on its business, financial condition, and results of operations.
TEP provides open-access interstate transportation service on its interstate natural gas transportation systems pursuant to tariffs approved by the FERC. TEP's interstate natural gas transportation and storage operations are regulated by the FERC, under the NGA, the NGPA, and the EPAct 2005. The Rockies Express Pipeline, the TIGT System and the Trailblazer Pipeline each operate under a tariff approved by the FERC that establishes rates and terms and conditions of service to its customers. The rates and terms of service on the Pony Express System are subject to regulation by the FERC under the ICA, and the Energy Policy Act of 1992. TEP provides interstate transportation service on the Pony Express System pursuant to tariffs on file with the FERC. TEP's NGL pipeline that interconnects with Overland Pass Pipeline is leased to a third party that has obtained a FERC waiver from the tariff, filing and reporting requirements of the ICA, and TEP's NGL pipeline that interconnects with ONEOK's Bakken NGL Pipeline is leased to a third party that is obligated to operate the leased pipeline in conformance with the ICA as a FERC-regulated NGL pipeline.

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Generally, the FERC's authority over natural gas facilities extends to:
rates, operating terms and conditions of service;
the form of tariffs governing service;
the types of services TEP may offer to its customers;
the certification and construction of new, or the expansion of existing, facilities;
the acquisition, extension, disposition or abandonment of facilities;
customer creditworthiness and credit support requirements;
the maintenance of accounts and records;
relationships among affiliated companies involved in certain aspects of the natural gas business;
depreciation and amortization policies; and
the initiation and discontinuation of services.
The FERC's authority over crude oil and NGL pipelines is less broad, extending to:
rates, rules and regulations of service;
the form of tariffs governing rates and service;
the maintenance of accounts and records; and
depreciation and amortization policies.
Interstate natural gas pipelines subject to the jurisdiction of the FERC may not charge rates or impose terms and conditions of service that, upon review by the FERC, are found to be unjust, unreasonable, unduly discriminatory, or preferential. The maximum recourse rates that TEP may charge for its natural gas transportation and storage services are established through the FERC's ratemaking process. The maximum applicable recourse rates and terms and conditions for service are set forth in its FERC-approved tariffs.
For example, TIGT filed a general rate case with the FERC pursuant to Section 4 of the NGA in October 2015, which resulted in a settlement that was approved by an order issued by the FERC on November 2, 2016. The settlement established settlement rates to be effective through at least April 30, 2019. In the event the assumptions relied upon during settlement negotiations were incorrect or the actual costs incurred to operate the TIGT System increase, TIGT's cash flows and its results of operations could be adversely affected.
Pursuant to the NGA, existing interstate natural gas transportation and storage rates and terms and conditions of service may be challenged by complaint and are subject to prospective change by the FERC. Additionally, rate increases and changes to terms and conditions of service proposed by a regulated interstate pipeline may be protested and such increases or changes can be delayed and may ultimately be rejected by the FERC. TEP currently holds authority from the FERC to charge and collect (i) "recourse rates" (i.e., the maximum cost-based rates an interstate natural gas pipeline may charge for its services under its tariff); (ii) "discount rates" (i.e., rates offered by the natural gas pipeline to shippers at discounts vis-à-vis the recourse rates and that fall within the cost-based maximum and minimum rate levels set forth in the natural gas pipeline's tariff); and (iii) "negotiated rates" (i.e., rates negotiated and agreed to by the pipeline and the shipper for the contract term that may fall within or outside of the cost-based maximum and minimum rate levels set forth in the tariff, and which are individually filed with the FERC for review and acceptance). When capacity is available and offered for sale, the rates (which include reservation, commodity, surcharges, and fixed fuel and lost and unaccounted for charges) at which such capacity is sold are subject to regulatory approval and oversight. Regulators and customers on its natural gas pipeline systems have the right to protest or otherwise challenge the rates that TEP charges under a process prescribed by applicable regulations. The FERC may also initiate reviews of its rates. Customers on its interstate natural gas pipeline systems may also dispute terms and conditions contained in its agreements, as well as the interpretation and application of its tariffs, among other things.
Rates for interstate crude oil transportation service must be filed as a tariff with the FERC and are subject to applicable FERC regulation. The filed tariff rates include contract rates entered into with shippers willing to make long-term commitments to the pipeline to support new pipeline capacity. Contract rates generally are not subject to regulation or change by the FERC. Non-contract "walk-up" rates are available to uncommitted non-contract shippers and generally are subject to regulation and change by the FERC. Interstate crude oil pipelines typically must reserve at least ten percent of their capacity for walk-up shippers. Contract tariff rates may be changed by Pony Express on an annual basis to reflect annual FERC index adjustments to the extent permitted by contract. Non-contract rates may be adjusted, positively or negatively, on an annual basis pursuant to a FERC indexing procedure. An interstate crude oil pipeline may also file new tariff rates at any time, subject to contract

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restrictions and provisions, and FERC regulatory procedures. The filing of any indexed rate increase or other rate increase may be protested by parties having standing, subject to applicable regulatory and contract provisions, and thereby be subjected to cost-of-service review by the FERC to determine whether the proposed new rate is just and reasonable.
Under the ICA, which applies to the Pony Express System, parties having standing and not restricted by contract may protest newly filed rates and terms and conditions of service within a prescribed notice period. The FERC is authorized to suspend, subject to refund, the effectiveness of a protested rate for up to seven months while it determines if the protested rate is just and reasonable. TEP's rates may be reduced and TEP may be required to issue refunds as a result of settlement or by an order of the FERC following a hearing finding that a protested rate is unjust and unreasonable. Parties having standing and not restricted by contract may file a complaint at any time regarding existing rates and terms and conditions of service. If the complaint is not resolved by settlement, the FERC may conduct a hearing and order the crude oil pipeline to make reparations going back for up to two years prior to the date on which a complaint was filed if a rate is found to be unjust and unreasonable. TEP cannot guarantee that any new or existing local or joint tariff rate for service on the Pony Express System would not be rejected or modified by the FERC, or subjected to refunds or reparations. While the FERC regulates rates and terms and conditions of service for transportation of crude oil in interstate commerce by pipeline, state agencies may also regulate facilities (including construction, acquisition, disposition, financing, and abandonment), rates, and terms and conditions of service for crude oil pipeline transportation in intrastate commerce. Any successful challenge by a regulator or shipper in any of these matters could have a material adverse effect on its business, financial condition and results of operations.
Pony Express Pipeline's tariff rates may not always be eligible for increases to reflect a FERC index adjustment. For example, on November 2, 2016, the FERC issued an Advanced Notice of Proposed Rulemaking, under which the FERC is proposing changes to its policies regarding the permissible scope of rate increases based on its annual issuance of changes to the generic oil pipeline index, based on specific pipelines' earnings or their specific changes to costs. The FERC's Advanced Notice of Proposed Rulemaking does not propose specific regulations, and may be followed by a Notice of Proposed Rulemaking proposing specific regulations or a Policy Statement announcing new or changed policies. This proceeding is pending before the FERC.
The FERC's jurisdiction over natural gas facilities extends to the certification and construction of interstate transportation and storage facilities, including, but not limited to, acquisitions, facility maintenance and upgrades, expansions, and abandonment of facilities and services. With some exceptions applicable to smaller projects, auxiliary facilities, and certain facility replacements, prior to commencing construction and/or operation of new or existing interstate natural gas transportation and storage facilities, an interstate natural gas pipeline must obtain a certificate authorizing the construction from, or file to amend its existing certificate with, the FERC. Typically, a significant expansion project requires review by a number of governmental agencies, including state and local agencies, whose cooperation is important in completing the regulatory process on schedule. Any delay or refusal by an agency to issue authorizations or permits as requested for one or more of these projects may mean that they will be constructed in a manner or with capital requirements that TEP did not anticipate or that TEP will not be able to pursue these projects. Such delay, modification or refusal could materially and negatively impact the additional revenues expected from these projects. The FERC does not regulate the construction, expansion, or abandonment of crude oil or NGL pipelines, whether interstate or intrastate, nor the initiation or discontinuation of services on those pipelines, provided that the action taken is not discriminatory or preferential among similarly situated shippers.
The FERC has the authority to conduct audits of regulated entities to assess compliance with FERC regulations and policies. The FERC also conducts audits to verify that the websites of interstate natural gas pipelines accurately provide information on the operations and availability of services on the pipeline. FERC regulations also require entities providing interstate natural gas and crude oil transportation services to comply with uniform terms and conditions for service, as set forth in publicly available tariffs or, as it concerns natural gas facilities, agreements for transportation and storage services executed between interstate pipelines and their customers. Natural gas transportation service agreements are generally required to conform, in all material respects, with the standard form of service agreements set forth in the natural gas pipeline's FERC-approved tariff. The pipeline and a customer may choose to enter into a non-conforming service agreement so long as the agreement is filed with, and accepted by, the FERC. In the event that the FERC finds that a natural gas transportation agreement, in whole or part, is materially non-conforming, the FERC could reject the agreement or require TEP to modify the agreement, or alternatively require TEP to modify its tariff so that the non-conforming provisions are generally available to all customers. Transportation agreements entered into with crude oil shippers are generally not subject to FERC regulation or required to be available for FERC or public review, but the rates and terms and services provided to similarly situated shippers may not be unduly discriminatory or preferential.
The FERC has promulgated rules and policies covering many aspects of its natural gas pipeline business, including regulations that require TEP to provide firm and interruptible transportation service on an open access basis that is not unduly discriminatory or preferential, provide internet access to current information about its available pipeline capacity and other relevant transmission information, and permit pipeline shippers to release contracted transportation and storage capacity to other shippers, thereby creating secondary markets for such services. FERC regulations also prevent interstate natural gas

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pipelines from sharing customer information with marketing affiliates, and restrict how interstate natural gas pipelines share transportation information with marketing affiliates. FERC regulations require that certain transmission function personnel of interstate natural gas pipelines function independently of personnel engaged in natural gas marketing functions. Crude oil pipelines subject to the ICA must comply with FERC regulations that require the pipeline to act as a common carrier and not engage in undue discrimination or preferential treatment with respect to shippers. The ICA also prevents crude oil and NGL pipelines from disclosing certain shipper information without the shipper's consent.
FERC policies also govern how interstate natural gas pipelines respond to interconnection requests from third party facilities, including other pipelines. Generally, an interstate natural gas pipeline must grant an interconnection request upon the satisfaction of several conditions. As a consequence, an interstate natural gas pipeline faces the risk that an interconnecting third-party pipeline may pose a risk of additional competition to serve a particular market or customer. Failure to comply with applicable provisions of the NGA, NGPA, EPAct 2005 and certain other laws, as well as with the regulations, rules, orders, restrictions and conditions associated with these laws, could result in the imposition of administrative and criminal remedies, including without limitation, revocation of certain authorities, disgorgement of ill-gotten gains, and civil penalties of more than $1 million per day, per violation. Violations of the ICA, the Energy Policy Act of 1992, or regulations and orders promulgated by the FERC are also subject to administrative and criminal penalties and remedies, including forfeiture and individual liability.
In addition, new laws or regulations or different interpretations of existing laws or regulations applicable to TEP's pipeline systems or midstream facilities could have a material adverse effect on its business, financial condition, results of operations and prospects. For example, on November 22, 2017, in FERC Docket No. OR17-2-000, the FERC issued an Order on Petition for Declaratory Order addressing whether certain specific hypothetical transactions between a petroleum liquids pipeline and its marketing affiliate proposed by the petitioner, Magellan Midstream Partners, L.P., would violate the requirements of the ICA or the FERC’s regulations and policies. The FERC concluded that certain transactions proposed by the petitioner could be inconsistent with the ICA and the FERC’s policies. Various market participants filed requests for clarification or, in the alternative, rehearing of the November 22, 2017 declaratory order. On January 22, 2018, the FERC issued an order granting rehearing for further consideration, which afforded the FERC additional time to consider and rule on the pending clarification/rehearing requests. The outcome of this proceeding and any related proceeding(s) may require TEP to modify the business practices between its petroleum liquids pipelines regulated by FERC and its affiliated marketer, Stanchion. To the extent the foregoing proceedings result in substantial new restrictions on the transactions between petroleum liquids pipelines and their affiliated shippers, the business activities of Stanchion could be affected.
The FERC may also not continue to pursue its approach of pro-competitive policies as it considers matters such as interstate pipeline rates and rules and policies that may affect rights of access to natural gas transportation capacity and transportation and storage facilities. Further, the FERC is reviewing, and may possibly revise, its policies for analyzing whether proposed natural gas facilities are in the public convenience and necessity, including its Policy Statement on Certification of New Interstate Natural Gas Facilities issued in 1999. A change in such policies could delay or prevent the FERC's approval of proposed natural gas facilities, which could have a material impact on TEP's business. TEP may face challenges to its rates or terms of service in the future. Any successful challenge could materially and adversely affect its future earnings and cash flows.
The rates and terms and conditions of TEP's regulated assets are subject to review and possible adjustment by federal and state regulators, which could adversely affect its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.
TEP's shippers or other interested stakeholders, such as state natural gas utility regulatory agencies, may challenge the rates or the terms and conditions of service applicable to its natural gas or crude oil pipeline tariffs, unless they have entered into agreements not to challenge such tariffs. The FERC has authority to investigate its rates and terms and conditions of service pursuant to NGA Section 5 for natural gas pipelines and the ICA for common carrier oil pipelines. TEP's crude oil contract shippers have generally agreed not to complain or protest rates unless they are in conflict with their contracts. FERC generally does not regulate crude oil transportation contracts, but contract rates must be filed with FERC and tariff rules and regulations generally apply to contract shippers.
On TEP's interstate crude oil pipeline system, the Pony Express System, shippers may generally challenge new or existing rates at any time unless they have contractually agreed not to. As a result of settlement or by order of the FERC following hearing, its rates may be reduced. If a shipper files a lawful complaint, and if the complaint is not resolved with that shipper, to the extent the FERC determines after hearing that TEP has collected payment on rates that were not previously just and reasonable, TEP may be required to pay reparations to that shipper for up to two years prior to the date on which a complaint was filed. Regardless of the prospective just and reasonable rate, reparations may not be required below the last rates determined by the FERC to be just and reasonable. In other words, crude oil pipelines are not required to make reparations that refund revenues collected pursuant to rates previously determined to be just and reasonable.
Further, the FERC's actions are subject to court challenge, which may have broader implications for other regulated pipelines. For example, in July 2016, the United States Court of Appeals for the District of Columbia Circuit issued its opinion

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in United Airlines, Inc., et al. v. FERC, finding that the FERC had acted arbitrarily and capriciously when it failed to demonstrate that permitting an interstate petroleum products pipeline organized as a limited partnership to include an income tax allowance in the cost of service underlying its rates in addition to the discounted cash flow return on equity would not result in the pipeline partnership owners double-recovering their income taxes. The court vacated the FERC's order and remanded to the FERC to consider mechanisms for demonstrating that there is no double recovery as a result of the income tax allowance. 
On December 15, 2016, the FERC issued a Notice of Inquiry regarding the FERC's policy for recovery of income tax costs in pipeline cost of service rates. The FERC sought comments regarding how to address any double recovery resulting from the FERC's current income tax allowance and rate of return policies following the holding in United Airlines, Inc., et al. v. FERC. Comments have been filed with the FERC by interested parties and the proceeding is pending before the FERC. There is not likely to be a definitive resolution of these issues for some time, and the ultimate outcome of this proceeding is not certain and could result in changes going forward to the FERC's treatment of income tax allowances in the cost of service or to the discounted cash flow return on equity. Depending upon the resolution of these issues, the cost of service rates of TEP's interstate natural gas pipelines and interstate crude oil pipeline could be affected to the extent TEP proposes new rates or changes to its existing rates or if its rates are subject to complaint or challenge by the FERC.
On December 22, 2017, federal legislation known as the “Tax Cuts and Jobs Act” was enacted, which made various changes to the United States tax laws, including reducing the highest marginal U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, adjusting the individual income tax brackets, and establishing limited deductions for certain income from “pass-through” entities. If FERC requires TEP to establish new tariff rates that reflect changes resulting from the Tax Cuts and Jobs Act, it is possible that certain tariff rates could be reduced, which could adversely affect TEP's financial position, results of operations and ability to make cash distributions to its unitholders.
Successful challenges to rates charged on TEP's natural gas and crude oil pipeline systems, or to the terms and conditions of service on those systems, could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.
TEP is subject to numerous hazards and operational risks.
TEP's operations are subject to all the risks and hazards typically associated with transportation, storage, terminalling, processing, gathering and disposing of hydrocarbons and water. These operating risks include, but are not limited to:
damage to pipelines, facilities, equipment and surrounding properties caused by hurricanes, earthquakes, tornadoes, floods, fires or other adverse weather conditions and other natural disasters and acts of terrorism;
inadvertent damage from construction, vehicles, farm and utility equipment;
uncontrolled releases of crude oil, natural gas and other hydrocarbons or hazardous materials, including water from hydraulic fracturing;
leaks, migrations or losses of natural gas and crude oil as a result of the malfunction of equipment or facilities;
outages at its facilities;
ruptures, fires, leaks and explosions; and
other hazards that could also result in personal injury and loss of life, pollution and other environmental risks, and suspension of operations.
These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage. The location of TEP's assets, including certain segments of its pipeline systems in or near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas could increase the level of damages resulting from these risks. Despite the precautions TEP takes, events could cause considerable harm to people or property, could result in loss of service available to customers, and could have a material adverse effect on its financial condition and results of operations and ability to make distributions to unitholders.
For example, 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, however, the release required Rockies Express to shut off the flow through the segment. Repairs are underway to return the segment to service as soon as possible and a root cause investigation is ongoing. As an additional example, approximately 10,000 bbls of crude oil were released at the Sterling Terminal in January 2017 as a result of a defective roof drain system on a storage tank. While the release was restricted to the containment area designed for such purpose and approximately 9,000 bbls were ultimately recovered, the total cost to remediate the release was approximately $600,000.

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In addition, maintenance, repair and remediation activities could result in service interruptions on segments of TEP's systems or alter the operational profile of its systems. Any such service interruption or alteration could limit TEP's ability to satisfy customer requirements, could obligate TEP to provide reservation charge credits to customers for constrained capacity, or could allow existing customers to be solicited by other companies for potential new projects that would compete directly with TEP's services.
TEP could be required by regulatory authorities to test or undertake modifications to its systems, operations or both that could result in a material adverse impact on its business, financial condition and results of operations. Such actions, including those required by PHMSA, could materially and adversely impact its ability to meet contractual obligations and retain customers, with a resulting material adverse impact on its business and results of operations, and could also limit or prevent its ability to make quarterly cash distributions to its unitholders. Some or all of its costs arising from these operational risks may not be recoverable under insurance, contractual indemnification or increases in rates charged to its customers.
TEP's insurance coverage may not be adequate.
TEP is not insured or fully insured against all risks that could affect its business, including losses from environmental accidents or cyber security threats. For example, TEP does not maintain business interruption insurance in the type and amount to cover all possible losses. In addition, TEP does not carry insurance for certain environmental exposures, including but not limited to potential environmental fines and penalties, certain business interruptions, named windstorm or hurricane exposures and, in limited circumstances, certain political risk exposures. Further, in the event there is a total or partial loss of one or more of its insured assets, any insurance proceeds that TEP may receive in respect thereof may be insufficient to effect a restoration of such asset to the condition that existed prior to such loss. In addition, TEP is either not insured or not fully insured with respect to the legal proceedings described in Note 19Legal and Environmental Matters and may, depending upon the circumstances, need to pay self-insured retention amounts prior to having losses covered by the insurance providers. The occurrence of any operating risks not fully covered by insurance could have a material adverse effect on its business, financial condition, results of operations and cash flows.
Furthermore, TEP may not be able to maintain or obtain insurance of the type and amount TEP desires at reasonable rates, and TEP has elected and may elect in the future to self-insure a portion of its risks of loss. As a result of market conditions, premiums and deductibles for certain types of insurance policies may substantially increase, and in some instances, certain types of insurance could become unavailable or available only for reduced amounts of coverage. Any insurance coverage TEP does obtain may contain large deductibles or fail to cover certain hazards or cover all potential losses.
TEP's pipeline integrity program may impose significant costs and liabilities on TEP, while increased regulatory requirements relating to the integrity of its pipeline systems may require TEP to make additional capital and operating expenditures to comply with such requirements.
TEP is subject to extensive laws and regulations related to pipeline integrity. There are, for example, federal requirements set by PHMSA for owners and operators of pipelines in the areas of pipeline design, construction, and testing, the qualification of personnel and the development of operations and emergency response plans. The rules require pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines and take measures to protect pipeline segments located in what the rules refer to as HCAs.
TEP's pipeline operations are subject to pipeline safety regulations administered by PHMSA. These regulations, among other things, include requirements to monitor and maintain the integrity of its pipeline systems and determine the pressures at which its pipeline systems can operate. The Pipeline Safety Act of 2011, enacted January 3, 2012, amends the Pipeline Safety Improvement Act of 2002 in a number of significant ways, including:
reauthorizing funding for federal pipeline safety programs, increasing penalties for safety violations and establishing additional safety requirements for newly constructed pipelines;
requiring PHMSA to adopt appropriate regulations within two years and requiring the use of automatic or remote- controlled shutoff valves on new or rebuilt pipeline facilities;
requiring operators of pipelines to verify MAOP and report exceedances within five days; and
requiring studies of certain safety issues that could result in the adoption of new regulatory requirements for new and existing pipelines, including changes to integrity management requirements for HCAs, and expansion of those requirements to areas outside of HCAs.
In August 2012, PHMSA published rules to update pipeline safety regulations to reflect provisions included in the Pipeline Safety Act of 2011, including increasing maximum civil penalties from $0.1 million to $0.2 million per violation per day of violation and from $1.0 million to $2.0 million as a maximum amount for a related series of violations as well as changing PHMSA's enforcement process. In April 2017, PHMSA issued a final rule that increased the per-day violation penalty to $209,002 and the maximum penalty for a related series of violations to $2,090,022 effective April 27, 2017. On January 13,

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2017, PHMSA finalized new hazardous liquid pipeline safety regulations extending certain regulatory reporting requirements to all hazardous liquid gathering (including oil) pipelines. The final rule requires additional event-driven and periodic inspections, requires the use of leak detection systems on all hazardous liquid pipelines, modifies repair criteria, and requires certain pipelines to eventually accommodate in-line inspection tools. It is unclear when or if this rule will go into effect as, on January 20, 2017, the Trump Administration requested that all regulations that had been sent to the Office of the Federal Register, but not yet published, be immediately withdrawn for further review. Accordingly, the anticipated January 2017 rulemaking was never published in the Federal Register. In addition, on April 8, 2016, PHMSA published a notice of proposed rule-making, or NPRM, addressing natural gas transmission and gathering lines. The proposed rule would include changes to existing integrity management requirements and would expand assessment and repair requirements to pipelines in MCAs, along with other changes. Further, this NPRM would build on the requirements in an Advisory Bulletin PHMSA issued in May 2012, which advised pipeline operators of anticipated changes in annual reporting requirements and that if they are relying on design, construction, inspection, testing, or other data to determine the pressures at which their pipelines should operate, the records of that data must be traceable, verifiable and complete. Comments on the NPRM were due on July 7, 2016; further action is pending. TEP is still monitoring and evaluating the effects of these proposed and recently finalized requirements on its operations.
On June 22, 2016, President Obama signed the PIPES Act, that reauthorizes PHMSA's oil and gas pipeline programs through 2019 and provides for the following new mandates, among others:
Empowers PHMSA to issue emergency orders to individual operators, groups of operators, or the industry upon a written finding that an unsafe condition or practice constitutes or is causing an imminent hazard;
Requires PHMSA, in consultation with other federal agencies, to issue minimum safety standards for underground natural gas storage facilities within two years;
Requires PHMSA to conduct post-inspection briefings outlining any concerns within 30 days and providing written preliminary findings within 90 days to the extent practicable;
Requires liquid pipeline operators to provide safety data sheets on spilled product to the designated federal on-scene coordinator and appropriate state and local emergency responders within 6 hours of telephonic or electronic notice of an accident to the National Response Center; and
Requires PHMSA to publish updates on its website every 90 days on the status of an outstanding final rule required by a statutory mandate.
On December 14, 2016, PHMSA issued an IFR that addresses safety issues related to downhole facilities, including well integrity, well bore tubing and casing at underground natural gas storage facilities. The IFR incorporates by reference two of the American Petroleum Institute’s Recommended Practice standards and mandates certain reporting requirements for operators of underground natural gas storage facilities. Operators of natural gas storage facilities were given one year from January 18, 2017, the effective date of the IFR, to implement this first set of PHMSA regulations governing underground storage fields. PHMSA determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the IFR that had previously been non-mandatory provisions of American Petroleum Institute Recommended Practices 1170 and 1171 until one year after PHMSA issues a final rule.
The ultimate costs of compliance with the integrity management rules are difficult to predict. Changes such as advances of in-line inspection tools, identification of additional threats to a pipeline's integrity and changes to the amount of pipe determined to be located in HCAs or expansion of integrity management requirements to areas outside of HCAs, such as the MCAs proposed by the April 2016 NPRM, can have a significant impact on the costs to perform integrity testing and repairs.
For example, starting in 2014, Trailblazer’s operating capacity was decreased as a result of smart tool surveys that identified approximately 25 - 35 miles of pipe as potentially requiring repair or replacement. During 2016 and 2017, Trailblazer incurred approximately $21.8 million of remediation costs to address this issue, including replacing approximately 8 miles of pipe. To date the pressure and capacity reduction has not prevented Trailblazer from fulfilling its firm service obligations at existing subscription levels or had a material adverse financial impact on us. However, Trailblazer intends to continue performing remediation to increase and maximize its operating capacity over the long-term and expects to spend in excess of $20 million during 2018 for this pipe replacement and remediation work. Trailblazer is exploring all possible cost recovery options to recover expenditures, including recovery through a general rate increase, negotiated rate agreements with its customers, or other FERC-approved recovery mechanisms.
Additionally, in connection with certain crack tool runs on the Pony Express System completed in 2015 and 2016, Pony Express completed approximately $10 million of remediation in 2016 for anomalies identified on the Pony Express System associated with portions of the pipeline converted from natural gas to crude oil service, and completed additional remediation in 2017 on the Pony Express System of approximately $8.2 million.

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There can be no assurance as to the amount or timing of future expenditures required to remediate or resolve these issues, and actual future expenditures may be different from the amounts we currently anticipate. These integrity issues could have a material adverse effect on our business, financial position, results of operations and prospects.
We will continue pipeline integrity testing programs to assess and maintain the integrity of our existing and future pipelines as required by the U.S. Department of Transportation regulations. The results of these tests could cause us to incur potentially material unanticipated capital and operating expenditures for repairs or upgrades.
Further, additional laws, regulations and policies that may be enacted or adopted in the future or a new interpretation of existing laws and regulations could significantly increase the amount of these expenditures. For example, PHMSA issued an Advisory Bulletin in May 2012 which advised pipeline operators that they must have records to document the MAOP for each section of their pipeline and that the records must be traceable, verifiable and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing (including hydrotesting) or modifying or replacing facilities to meet the demands of verifiable pressures, could significantly increase its costs. TIGT continues to investigate and, when necessary, report to PHMSA the miles of pipeline for which it has incomplete records for MAOP. TEP is currently undertaking an extensive internal record review in view of the anticipated PHMSA annual reporting requirements. Additionally, failure to locate such records or verify maximum pressures could require TEP to operate at reduced pressures, which would reduce available capacity on its natural gas pipeline systems. These specific requirements do not currently apply to crude oil pipelines, but proposed regulations implementing the Pipeline Safety Act of 2011 and future regulations implementing the PIPES Act likely will expand the scope of regulation applicable to crude oil pipelines. There can be no assurance as to the amount or timing of future expenditures required to comply with pipeline integrity regulation, and actual future expenditures may be different from the amounts TEP currently anticipates. In addition, TEP may be subject to enforcement actions and penalties for failure to comply with pipeline regulations. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on its business, financial position, results of operations and prospects. In addition, TEP may be subject to enforcement actions and penalties for failure to comply with pipeline regulations.
TEP's operations are subject to governmental laws and regulations relating to the protection of the environment, which may expose TEP to significant costs, liabilities and expenditures that could exceed its current expectations.
Substantial costs, liabilities, delays and other significant issues related to environmental laws and regulations are inherent in TEP's crude oil transportation, storage, gathering and terminalling, natural gas transportation, storage, gathering and processing, NGL transportation and water business services, and as a result, TEP may be required to make substantial expenditures that could exceed current expectations. TEP's operations are subject to extensive federal, state, and local laws and regulations governing health and safety aspects of its operations, environmental protection, including the discharge of materials into the environment, and the security of chemical and industrial facilities. These laws include, but are not limited to, the following:
CAA and analogous state and local laws, which impose obligations related to air emissions and which the EPA has relied upon as authority for adopting climate change regulatory initiatives;
CWA and analogous state and local laws, which regulate discharge of pollutants or fill material from its facilities to state and federal waters, including wetlands and which require compliance with state water quality standards;
CERCLA and analogous state and local laws, which regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by TEP or locations to which TEP has sent wastes for disposal;
RCRA and analogous state and local laws, which impose requirements for the handling and discharge of hazardous and nonhazardous solid waste from its facilities;
The SDWA, which ensures the quality of the nation's public drinking water through adoption of drinking water standards and controls the waste fluids from disposal wells into below-ground formations;
OSHA and analogous state and local laws, which establish workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures;
NEPA and analogous state and local laws, which require federal agencies to evaluate major agency actions having the potential to significantly impact the environment and which may require the preparation of Environmental Assessments and more detailed Environmental Impact Statements that may be made available for public review and comment;

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The Migratory Bird Treaty Act, or MBTA, and analogous state and local laws, which implement various treaties and conventions between the United States and certain other nations for the protection of migratory birds and, pursuant to which the taking, killing or possessing of migratory birds is unlawful without a permit, thereby potentially requiring the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas;
ESA and analogous state and local laws, which seek to ensure that activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species;
Bald and Golden Eagle Protection Act, or BGEPA, and analogous state and local laws, which prohibit anyone, without a permit issued by the Secretary of the Interior, from "taking" bald or golden eagles, including their parts, nests, or eggs, and defines "take" as "pursue, shoot, shoot at, poison, wound, kill, capture, trap, collect, molest or disturb;"
OPA and analogous state and local laws, which impose liability for discharges of oil into waters of the United States and requires facilities which could be reasonably expected to discharge oil into waters of the United States to maintain and implement appropriate spill contingency plans; and
National Historic Preservation Act, or NHPA, and analogous state and local laws, which are intended to preserve and protect historical and archeological sites.
Various governmental authorities, including but not limited to the EPA, the U.S. Department of the Interior, the U.S. Department of Homeland Security, and analogous federal, state and local agencies have the power to enforce compliance with these and other similar laws and regulations and the permits and related plans issued under them, oftentimes requiring difficult and costly actions. Failure to comply with these and other similar laws, regulations, permits, plans and agreements may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of TEP's operations, and delays in granting permits.
There is inherent risk of the incurrence of environmental costs and liabilities in TEP's business, some of which may be material, due to its handling of the products TEP transports, processes, treats, disposes, gathers, or stores, air emissions related to its operations, historical industry operations, and waste disposal practices, such as the prior use of flow meters and manometers containing mercury. These activities are subject to stringent and complex federal, state and local laws and regulations governing environmental protection, including the discharge of materials into the environment and the protection of plants, wildlife, and natural and cultural resources. These laws and regulations can restrict or impact its business activities in many ways, such as restricting the way TEP handles or disposes of wastes or requiring remedial action to mitigate pollution conditions that may be caused by its operations or that are attributable to former operators. Joint and several, strict liability may be incurred without regard to fault under certain environmental laws and regulations, including but not limited to CERCLA, RCRA and analogous state laws, for the remediation of contaminated areas and in connection with spills or releases of materials associated with oil, natural gas and wastes on, under, or from its properties and facilities, many of which have been used for midstream activities for a number of years, oftentimes by third parties not under its control. TEP is generally responsible for all liabilities associated with the environmental condition of its facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, TEP could acquire, or be required to provide indemnification against, environmental liabilities that could expose TEP to material losses, which may not be covered by insurance. In addition, the steps TEP could be required to take to bring certain facilities into compliance could be prohibitively expensive, and TEP might be required to shut down, divest or alter the operation of those facilities, which might cause TEP to incur losses. TEP is currently conducting remediation at several sites to address contamination. For these ongoing environmental remediation projects, TEP spent approximately $990,000 in 2016, approximately $568,000 in 2017 and TEP has budgeted approximately $620,000 for 2018.
Private parties, including but not limited to the owners of properties through which TEP's pipelines pass and facilities where its wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws, regulations and permits issued thereunder, or for personal injury or property damage arising from its operations. Some sites at which TEP operates are located near current or former third-party hydrocarbon storage, processing, operations or other facilities, and there is a risk that contamination has migrated from those sites to TEP's that could result in remedial action. In addition, increasingly strict laws, regulations and enforcement policies could materially increase its compliance costs and the cost of any remediation that may become necessary. TEP's insurance does not cover all environmental risks and costs and may not provide sufficient coverage if an environmental claim is made against TEP.
In June 2016, the EPA extended its National Enforcement Initiatives, enforcement priorities list, including an initiative related to Energy Extraction Activities, for 2017 through 2019, and the EPA is retaining the Energy Extraction Activities initiative for an additional three years, effective October 2016. TEP cannot predict what the results of the current initiative or any future initiative will be, or whether federal, state or local laws or regulations will be enacted in this area. If new regulations

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are imposed related to oil and gas extraction, the volumes of products, including hydrocarbons and water, that TEP transports, stores, gathers, disposes and/or processes could decline and its results of operations could be materially and adversely affected.
TEP's business may be materially and adversely affected by changed regulations and increased costs due to stricter pollution control requirements or liabilities resulting from non-compliance with required operating or other regulatory permits or plans developed thereunder. Also, TEP might not be able to obtain or maintain from time to time all required environmental regulatory approvals for its operations, or may have to implement contingencies or conditions in order to obtain such approvals. If there is a delay in obtaining any required environmental regulatory approvals, or if TEP fails to obtain and comply with them, the operation, maintenance or construction of its facilities could be prevented or become subject to additional costs, resulting in potentially material adverse consequences to its business, financial condition, results of operations and cash flows. For instance, on November 25, 2014, the Wyoming Department of Environmental Quality issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Casper Gas Plant Depropanizer project. 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 the CAA's NSPS 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. Settlement negotiations with WDEQ are currently ongoing. Costs associated with penalties and to comply with the terms of any consent decree or settlement, as well as with Subpart OOOO, could be material.
TEP is also generally responsible for all liabilities associated with the environmental condition of its facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, TEP could acquire, or be required to provide indemnification against, environmental liabilities that could expose TEP to material losses, which may not be covered by insurance. In addition, the steps TEP could be required to take to bring certain facilities into compliance could be prohibitively expensive, and TEP might be required to shut down, divest or alter the operation of those facilities, which might cause TEP to incur losses. As an example, in August 2011, the EPA and the Wyoming Department of Environmental Quality conducted an inspection of the Leak Detection and Repair Program, or LDAR, at the Casper 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 CAA. 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. In July 2014, the EPA provided TMID with a draft Consent Decree that has been the basis for subsequent settlement negotiations. Subsequently, the EPA indicated that it intends to join TIGT as a defendant in this matter based on TIGT's ownership of the compressor station located adjacent to the Casper Gas Plant in order to address alleged LDAR issues at the compressor station. Settlement negotiations are continuing between the parties. TEP is not currently able to estimate the costs that may be associated with a settlement or other resolution of this matter, which could be material.
TEP has agreed to a number of conditions in its environmental permits and associated plans, approvals and authorizations that require the implementation of environmental habitat restoration, enhancement and other mitigation measures that involve, among other things, ongoing maintenance and monitoring. Governmental authorities may require, and community groups and private persons may seek to require, additional mitigation measures in the future to further protect ecologically sensitive areas where TEP currently operates, and would operate if its facilities are extended or expanded, or if TEP constructs new facilities, and TEP is unable to predict the effect that any such measures would have on its business, financial position, results of operations or prospects.
Also, on June 29, 2015, the EPA and the U.S. Army Corps of Engineers, or Corps, issued a final rule to clarify the term "waters of the United States" as it pertains to federal jurisdiction under the CWA. This rule has been challenged in federal courts at both the appellate and district court levels. Based on a January 2018 U.S. Supreme Court decision, only the district courts were determined to have jurisdiction to hear the challenges. As a result, stays entered by district courts remain in effect, however, a stay previously issued by the Sixth Circuit is expected to be withdrawn. Accordingly, although the rule is currently stayed in several states pursuant to a district court decision, it could become effective in other states absent additional agency or judicial action. In July 2017 the EPA and the U.S. Army Corps of Engineers published a proposed rule to rescind the 2015 rule. In February 2018, the agencies also published a final rule adding a February 6, 2020 applicability date to the 2015 rule. The final rule adding this applicability date is currently subject to litigation. Although it is unclear how the Corps and the EPA will implement the 2015 rule at this time, the rule may require additional Corps or EPA authorizations or involvement in TEP's future operations, for instance, if TEP extends its pipelines into or across areas (such as certain ditches) newly considered "waters of the United States" under the final rule.
The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment. There can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be materially different from the amounts TEP currently anticipates. Revised or additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are

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not fully recoverable from its customers, could have a material adverse effect on TEP's business, financial position, results of operations and prospects.
Climate change regulation at the federal, state or regional levels could result in increased operating and capital costs for TEP and reduced demand for its services.
The United States Congress has from time to time considered adopting legislation to reduce emissions of GHGs, and there has been a wide-ranging policy debate, both nationally and internationally, regarding the impact of these gases and possible means for their regulation. In addition, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues. In 2015, the United States participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement. On April 22, 2016, 175 countries, including the United States, signed the Paris Agreement. The Paris Agreement will require countries to review and "represent a progression" in their intended nationally determined contributions, which set GHG emission reduction goals, every five years beginning in 2020. However, in August of 2017, the United States informed the United Nations of its intent to withdraw from the Paris Agreement. The earliest possible effective withdrawal date from the Paris Agreement is November 2020.
Following a finding by the EPA that certain GHGs represent an endangerment to human health, the EPA adopted two sets of rules regulating GHG emissions under the CAA, one that requires a reduction in emissions of GHGs from motor vehicles and another that regulates emissions of GHGs from certain large stationary sources. The EPA also expanded its existing GHG emissions reporting requirements to include upstream petroleum and natural gas systems that emit 25,000 metric tons or more of CO2 equivalent per year. Some of our facilities are required to report under this rule, and operational and/or regulatory changes could require additional facilities to comply with GHG emissions reporting requirements. Furthermore, the EPA adopted a final rule, effective August 2, 2016, imposing more stringent controls on methane and volatile organic compounds emissions from oil and gas development, production, and transportation operations under the New Source Performance Standard, or NSPS, program. The EPA is currently reconsidering the rule and has proposed to stay its requirements. However, the rule currently remains in effect. The EPA also finalized a rule regarding the alternative criteria for aggregating multiple small surface sites into a single source for air quality permitting purposes. This rule could cause small facilities, on an aggregate basis, to be deemed a major source, thereby triggering more stringent air permitting processes and requirements across the oil and gas industry. The BLM also adopted new rules, effective January 17, 2017, to reduce venting, flaring, and leaks during oil and natural gas production activities on onshore federal and Indian leases. In December 2017, the BLM issued a final rule that temporarily suspends or delays these requirements until January 2019, while BLM considers revising or rescinding these requirements. In addition, many states have already taken legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs. Most of these cap and trade programs work by requiring either major sources of emissions, such as electric power plants, or major producers of fuels, to acquire and surrender emission allowances with the number of allowances available for purchase reduced each year until the overall GHG emission reduction goal is achieved.
The adoption of legislation or regulations imposing reporting or permitting obligations on, or limiting emissions of GHGs from, TEP's equipment and operations could require TEP to incur additional costs to reduce emissions of GHGs associated with its operations, could adversely affect its operations in the absence of any permits that may be required to regulate emission of GHGs, or could adversely affect demand for the crude oil and natural gas TEP gathers, processes, or otherwise handles. For instance, the EPA's recently finalized NSPS rules or future rules under CAA Section 111(d) could result in the direct regulation of GHGs associated with its operations, including the operations of Rockies Express. TEP is not able at this time to estimate such increased costs; however, they could be significant. While TEP may be able to recover some or all of such increased costs in the rates charged by its processing facilities, such recovery of costs is uncertain and may depend on the terms of its contracts with its customers.
If new laws or regulations that significantly restrict GHGs are adopted, such laws could also make it more difficult or costly for TEP's customers to operate, which could reduce its customers' production and therefore the demand for its services. While TEP is not able at this time to estimate such additional costs, as is the case with similarly situated entities in the industry, they could be significant for TEP. Restrictions on GHG emissions could also reduce the volume of natural gas that its customers produce, and could thereby adversely affect its revenues and results of operations. Compliance with such rules could also generally result in additional costs, including increased capital expenditures and operating costs, for TEP and its customers, which could ultimately decrease end-user demand for its services and could have a material adverse effect on its business. In addition, to the extent financial markets view climate change and GHG emissions as a financial risk, this could materially and adversely impact its cost of and access to capital. Legislation or regulations that may be adopted to address climate change, or incentives to conserve energy or use alternative energy sources, could also affect the markets for its services by making natural gas and crude oil products less desirable than competing sources of energy. In addition, in response to concerns related to climate change, certain investors may divest oil and gas investments. For example, officials in New York state and New York City have announced their intent to divest

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the state and city pension funds’ holdings in fossil fuel companies. Such divestments could adversely impact TEP’s costs of and access to capital.
Increased regulation of hydraulic fracturing and other oil and natural gas processing operations could affect TEP's operations and result in reductions or delays in production by its customers, which could have a material adverse impact on its revenues.
A sizeable portion of the production by TEP's customers comes from hydraulically fractured wells. Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight formations. The process typically involves the injection of water, sand and a small percentage of chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. The process is regulated by state agencies, typically the state's oil and gas commission; however, the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the SDWA and has released draft permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where the EPA is the permitting authority. A number of federal agencies, including the EPA and the U.S. Department of Energy, are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing. For example, on May 19, 2014, the EPA published an advance notice of rulemaking under the Toxic Substances Control Act, to gather information regarding the potential regulation of chemical substances and mixtures used in oil and gas exploration and production. In May 2016, the EPA issued final rules that update new source performance standard requirements and that will impose more stringent controls on methane and volatile organic compounds emissions from oil and gas development and production operations, including hydraulic fracturing and other well completion activity. The EPA is currently reconsidering the rule and has proposed to stay its requirements. However, the rule currently remains in effect. The EPA also issued a final rule in June 2016 that prohibits the discharge of hydraulic fracturing wastewater from onshore unconventional oil and gas extraction facilities into publicly owned sewage treatment plants. Also, effective June 24, 2015, the BLM adopted rules regarding well stimulation, chemical disclosures, water management, and other requirements for hydraulic fracturing on federal and Indian lands. However, in December 2017, the BLM published a final rule rescinding the 2015 rule. The BLM also adopted new rules effective January 17, 2017, to reduce venting, flaring, and leaks during oil and natural gas production activities on onshore federal and Indian leases. In December 2017, the BLM issued a final rule that temporarily suspends or delays these requirements until January 2019, while BLM considers revising or rescinding these requirements.
Congress from time to time has considered the adoption of legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. In addition, some states, including those in which we operate, have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations. Local government also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular, and in some cases, may seek to ban hydraulic fracturing entirely. Some state and local authorities have considered or imposed new laws and rules related to hydraulic fracturing, including temporary or permanent bans, additional permit requirements, operational restrictions and chemical disclosure obligations on hydraulic fracturing in certain jurisdictions or in environmentally sensitive areas. Other governmental agencies, including the U.S. Department of Energy and the EPA, have evaluated or are evaluating various other aspects of hydraulic fracturing such as the potential environmental effects of hydraulic fracturing on drinking water and groundwater. On December 13, 2016, the EPA released a study of the potential adverse effects that hydraulic fracturing may have on water quality and public health, concluding that there is scientific evidence that hydraulic fracturing activities potentially can impact drinking water resources in the United States under some circumstances.
If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or significantly more costly for TEP's customers to perform fracturing to stimulate production from tight formations. Restrictions on hydraulic fracturing could also reduce the volume of crude oil, natural gas or other hydrocarbons that its customers produce, and could thereby adversely affect its revenues and results of operations. Compliance with such rules could also generally result in additional costs, including increased capital expenditures and operating costs, for TEP and its customers, which could ultimately decrease end-user demand for its services and could have a material adverse effect on its business.
TEP's produced water disposal operations may be subject to additional regulation and liability or claims of environmental damages.
TEP operates produced water disposal wells which are regulated under the federal SDWA as Class II wells and under state laws. State laws and regulations that govern these operations can be more stringent than the SDWA. In addition, the possibility exists that stricter laws, regulations or enforcement policies could significantly increase its compliance costs and the cost of any remediation that may become necessary. TEP may also incur material environmental costs and liabilities. Furthermore, its insurance may not provide sufficient coverage in the event an environmental claim is made against TEP. In addition, although the disposal wells have received certain governmental regulatory licenses, permits or approvals, this does not shield TEP from potential claims from third parties claiming contamination of their water supply or other environmental damages. Remediation

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of environmental contamination or damages can be extremely costly and such costs, if TEP were found liable, may have a material adverse effect on its business, financial condition and results of operations.
Produced water injection well operations and hydraulic fracturing may cause induced seismicity.
State and federal regulatory agencies recently have focused on a possible connection between hydraulic fracturing related activities and the increased occurrence of seismic activity. When caused by human activity, such events are called induced seismicity. In a few instances, operators of produced water injection wells in the vicinity of seismic events have been ordered to reduce produced water injection volumes or suspend operations. Some state regulatory agencies, including those in Colorado and Texas, have modified their regulations to account for induced seismicity. Regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. In 2015, the United States Geological Study identified eight states, including Colorado, Oklahoma and Texas, with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction. In addition, a number of lawsuits have been filed, most recently in Oklahoma, alleging that produced water disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. The Oklahoma Corporation Commission, or OCC, has adopted a plan calling for mandatory reductions in oil and gas wastewater disposal well volumes, the implementation of which, has involved reductions of injection or shut-ins of disposal wells. The OCC has also released guidance to operators in the SCOOP and STACK areas for management of certain seismic activity that may be related to hydraulic fracturing activities. These developments could result in additional regulation and restrictions on the use of produced water injection wells and hydraulic fracturing. Such regulations and restrictions could have a material adverse effect on TEP's business, financial condition and results of operations.
TEP is exposed to costs associated with lost and unaccounted for volumes.
A certain amount of natural gas and crude oil may be lost or unaccounted for in normal operations in connection with their transportation across a pipeline system. Under TEP's tariffs and contractual arrangements with its customers TEP is entitled to retain a specified volume of natural gas and crude oil in order to compensate TEP for such lost and unaccounted for volumes, as well as the natural gas used to run its natural gas compressor stations, which we refer to collectively as fuel usage. TEP's pipeline tariffs currently contain fuel usage true-up mechanisms. The use of fuel (natural gas, electric and lost and unaccounted for gas) trackers on the Rockies Express Pipeline, the TIGT System, and the Trailblazer Pipeline, while minimizing risk over time, nevertheless leaves the systems exposed to the possibility of under- or over-collections on an annual basis. The level of lost and unaccounted for volumes, and natural gas fuel usage, on its pipeline systems may exceed the natural gas and crude oil volumes retained from its customers as compensation for its lost and unaccounted for volumes, and fuel usage, pursuant to its tariffs and contractual agreements, and it may be necessary to purchase natural gas or crude oil in the market to make up for the difference, which exposes TEP to commodity price risk. Future exposure to the volatility of natural gas and crude oil prices as a result of lost and unaccounted for volume imbalances could have a material adverse effect on its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.
Any significant and prolonged change in or stabilization of natural gas prices could have a negative impact on TEP's natural gas storage business.
Historically, natural gas prices have been seasonal and volatile, which has enhanced demand for TEP's storage services. The natural gas storage business has benefited from significant price fluctuations resulting from seasonal price sensitivity, which impacts the level of demand for its services and the rates TEP is able to charge for such services. On a system-wide basis, natural gas is typically injected into storage between April and October when natural gas prices are generally lower and withdrawn during the winter months of November through March when natural gas prices are typically higher. However, the market for natural gas may not continue to experience volatility and seasonal price sensitivity in the future at the levels previously seen. If volatility and seasonality in the natural gas industry decrease, because of increased production capacity or otherwise, then demand for its storage services and the prices that TEP will be able to charge for those services may decline.
In addition to volatility and seasonality, an extended period of high natural gas prices would increase the cost of acquiring base gas and likely place upward pressure on the costs of associated storage expansion activities. Alternatively, an extended period of low seasonal volatility in natural gas prices could adversely impact storage values for some period of time until market conditions adjust. These commodity price impacts could have a negative impact on TEP's business, financial condition, results of operations and ability to make distributions to its unitholders.
Certain portions of TEP's transportation, storage and processing facilities have been in service for several decades. There could be unknown events or conditions or increased maintenance or repair expenses and downtime associated with its facilities that could have a material adverse effect on its business and results of operations.
Significant portions of TEP's transportation, storage and processing systems have been in service for several decades. The age and condition of its facilities could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce its revenue. Any significant increase in maintenance

51




and repair expenditures or loss of revenue due to the age or condition of its facilities could adversely affect its business and results of operations and its ability to make cash distributions to its unitholders.
TEP's revolving credit facility and the indentures governing TEP's senior notes contain certain restrictions which could adversely affect its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.
TEP is dependent upon certain earnings and cash flow generated by its operations in order to meet its debt service obligations. TEP's revolving credit facility, the indenture governing its 5.50% senior notes due 2024 (the "2024 Notes"), and the indenture governing its 5.50% senior notes due 2028 (the "2028 Notes") contain, and any future financing agreements may contain, operating and financial restrictions and covenants that could restrict its ability to finance future operations or capital needs, or to expand or pursue our business activities, which may, in turn, limit its ability to make cash distributions to its unitholders. For example, TEP's revolving credit facility limits our ability to, among other things:
incur or guarantee additional indebtedness;
redeem or repurchase units or make distributions under certain circumstances;
make certain investments and acquisitions;
incur certain liens or permit them to exist;
enter into certain types of transactions with affiliates;
merge or consolidate with another company; and
transfer, sell or otherwise dispose of assets.
TEP's revolving credit facility also contains covenants requiring TEP to maintain certain financial ratios. TEP's ability to meet those financial ratios and tests can be affected by events beyond its control, and TEP cannot assure you that it will meet those ratios and tests. Further, TEP's obligations under the revolving credit facility are (i) guaranteed by TEP and each of its existing and subsequently acquired or organized direct or indirect wholly-owned domestic subsidiaries, subject to its ability to designate certain subsidiaries as "Unrestricted Subsidiaries," and (ii) secured by a first priority lien on substantially all of the present and after acquired property owned by TEP and each guarantor (other than real property interests related to its pipelines).
Similarly, the indenture governing TEP's 2024 Notes contains covenants that, among other things, limit its ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue preferred units; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem subordinated securities; (iv) make investments; (v) restrict distributions, loans or other asset transfers from our restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all its properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates.
In addition, the indenture governing TEP's 2028 Notes contains covenants that, among other things, limit its ability and the ability of its restricted subsidiaries to: (i) create liens to secure indebtedness; (ii) enter into sale-leaseback transactions; and (iii) consolidate with or merge with or into, or sell substantially all of its properties to, another person.
The provisions of TEP's revolving credit facility and the indentures governing TEP's senior notes may affect TEP's ability to obtain future financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of its revolving credit facility or the indentures governing TEP's senior notes, including a failure to meet any of the required financial ratios and tests, could result in a default or an event of default that could enable its lenders or the holders of the senior notes to declare the outstanding principal of that indebtedness, together with accrued and unpaid interest, to be immediately due and payable, and in the case of the revolving credit facility, would prohibit TEP's ability to make quarterly distributions. If the payment of its indebtedness is accelerated and TEP is unable to repay the indebtedness in full, its lenders could foreclose on the assets pledged by TEP and the guarantors under the revolving credit facility. In that case, its assets may be insufficient to repay such indebtedness in full, and its unitholders could experience a partial or total loss of their investment.
Tallgrass Equity's ownership in TEP's IDRs, TEP's common units and TEP's general partner interest, are pledged under Tallgrass Equity's revolving credit facility.
Tallgrass Equity's direct ownership of 25,619,218 TEP common units and its direct ownership of its general partner (which owns TEP's IDRs and general partner interest), are pledged as security under Tallgrass Equity's revolving credit facility. Tallgrass Equity's revolving credit facility contains customary and other events of default. Upon an event of default, the lenders under Tallgrass Equity's revolving credit facility could foreclose on Tallgrass Equity's ownership interest in TEP GP and the 25,619,218 TEP common units owned by Tallgrass Equity. This could ultimately result in a change in control of TEP GP, which

52




would constitute an immediate event of default under TEP's credit facility. This would have a material adverse effect on TEP's business, financial condition and results of operations.
TEP's future indebtedness levels may limit its flexibility to obtain financing and to pursue other business opportunities.
TEP's level of indebtedness could have important consequences to TEP, including the following:
its ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
its funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of its cash flow required to make interest payments on its indebtedness;
TEP may be more vulnerable to competitive pressures or a downturn in its business or the economy generally; and
its flexibility in responding to changing business and economic conditions may be limited.
TEP's ability to service its indebtedness depends upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond its control. If its operating results are not sufficient to service its current or future indebtedness, TEP will be forced to take actions such as reducing distributions, reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. Taking any of these actions is likely to reduce the value of an investment in TEP. Plus, TEP may not be able to effect any of these actions on satisfactory terms or at all.
Increases in interest rates could adversely impact TEP's unit price, its ability to issue equity or incur indebtedness for acquisitions or other purposes and its ability to make cash distributions at its intended levels.
The interest rate on borrowings under TEP's revolving credit facility float based upon one or more of the prime rate, the U.S. federal funds rate or LIBOR. As a result, those borrowings, as well as borrowings under its possible future credit facilities or debt offerings, could be higher than current levels, causing its financing costs to increase accordingly. TEP does not currently hedge the interest rate risk on borrowings under its revolving credit facility.
As with other yield-oriented securities, TEP's unit price is impacted by the level of its cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in its units, and a rising interest rate environment could have an adverse impact on its unit price, its ability to issue equity or incur indebtedness for acquisitions or other purposes and its ability to make cash distributions at its intended levels.
Rockies Express has a substantial amount of indebtedness and Rockies Express may not be able to generate a sufficient amount of cash flow to meet its debt service obligations.
As of December 31, 2017, Rockies Express had approximately $2.575 billion of total indebtedness outstanding. In addition, Rockies Express has a revolving credit facility, which will mature on January 31, 2020, with $150 million of additional borrowing capacity available as of December 31, 2017.
The scheduled maturities of Rockies Express' outstanding indebtedness balances as of December 31, 2017 are summarized as follows (in millions):
Year
 
Scheduled Maturities
2018
 
$
550.0

2019
 
525.0

2020
 
750.0

Thereafter
 
750.0

The substantial indebtedness held by Rockies Express could have important consequences. For example, it could:
make it more difficult for Rockies Express to satisfy its obligations with respect to its indebtedness;
increase the vulnerability of Rockies Express to general adverse economic and industry conditions;
limit the ability of Rockies Express to obtain additional financing for future working capital, capital expenditures and other general business purposes;
require Rockies Express to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of cash flow for operations and other purposes;

53




limit its flexibility in planning for, or reacting to, changes in its business and the industry in which Rockies Express operates;
place Rockies Express at a competitive disadvantage compared to its competitors that have less indebtedness; and
have a material adverse effect if Rockies Express fails to comply with the covenants in the indenture relating to its notes or in the instruments governing its other indebtedness.
The terms of the indentures governing the existing Rockies Express notes do not restrict the amount of additional unsecured indebtedness Rockies Express may incur, and the agreement governing its credit facility permits additional unsecured borrowings. If new indebtedness is added to the current indebtedness levels, these related risks could increase.
Rockies Express' ability to make scheduled payments or to refinance its obligations with respect to its indebtedness will depend on its financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business, and other factors beyond its control. In addition, a significant amount of Rockies Express' revenue in 2017 was generated by long-term contracts that expire in 2019 and Rockies Express may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis, which may result in lower cash flows in periods subsequent to 2019. We cannot assure you that Rockies Express' operating performance, cash flow and capital resources will be sufficient for payment of its indebtedness in the future. In the event that Rockies Express is required to dispose of material assets or restructure its indebtedness to meet its debt service and other obligations, we cannot assure you as to the terms of any such transaction or how soon any such transaction could be completed.
If Rockies Express' cash flow and capital resources are insufficient to fund its debt service obligations, it may be forced to sell material assets, obtain additional capital, including through capital contributions from its members, or restructure its indebtedness. The payment of additional capital contributions by TEP and Tallgrass Equity to Rockies Express to fund such obligations would reduce the amount of cash available to make distributions to TEP's unitholders and Tallgrass Equity's unitholders.
Rockies Express' revolving credit facility contains certain restrictions which could limit its financial flexibility and increase its financing costs.
Rockies Express' revolving credit facility contains restrictive covenants that may prevent it from engaging in various transactions that Rockies Express deems beneficial and that may be beneficial to Rockies Express. The revolving credit facility generally requires Rockies Express to comply with various affirmative and negative covenants, including a limit on the leverage ratio (as defined in the credit agreement) of Rockies Express and restrictions on:
incurring secured indebtedness;
entering into mergers, consolidations and sales of assets;
granting liens;
entering into transactions with affiliates; and
making restricted payments.
Instruments governing any future indebtedness at Rockies Express may contain similar or more restrictive provisions. Rockies Express' ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be restricted.
TEP does not own most of the land on which its assets are located, which could disrupt its operations and subject TEP to increased costs.
TEP does not own in fee but rather have leases, easements, rights-of-way, permits, surface use agreements, and licenses for most of the land on which its assets are located, and TEP is therefore subject to the possibility of more onerous terms and/or increased costs to retain necessary land use if TEP does not have valid interests in the land, if such interests in the land lapse or terminate or if its facilities are not properly located within the boundaries of such interests in the land. For example, the West Frenchie Draw treating facility is located on land leased from the Wyoming Board of Land Commissioners pursuant to a contract that can be terminated at any time. Although many of these rights are perpetual in nature, TEP occasionally obtains the right to construct and operate pipelines on other owners' land for a specific period of time. If TEP was to be unsuccessful in renegotiating its leases, easements, rights-of-way, permits, surface use agreements and licenses, TEP might incur increased costs to maintain its assets, which could have a material adverse effect on its business, results of operations, financial condition and ability to make distributions to its unitholders. In addition, TEP is subject to the possibility of increased costs under its rental agreements with landowners, primarily through rental increases and renewals of expired agreements.
Some leases, easements, rights-of-way, permits, surface use agreements and licenses for TEP's assets are shared with other pipeline systems and other assets owned by third parties. TEP or owners of the other pipeline systems or assets may not have

54




commenced or concluded eminent domain proceedings for some rights-of-way. In some instances, lands over which leases, easements, rights-of-way, permits, surface use agreements and licenses have been obtained are subject to prior liens which have not been subordinated to the grants to TEP.
TEP's interstate natural gas pipeline systems have federal eminent domain authority in certain instances. To the extent federal eminent domain authority is not available, the availability of eminent domain for future crude oil or natural gas pipeline expansions varies from state to state, depending upon the laws of the particular state. Regardless, TEP must compensate landowners for the use of their property, which may include any loss of value to the remainder of their property not being used by TEP, which are sometimes referred to as "severance damages." Severance damages are often difficult to quantify and their amount can be significant. In eminent domain actions, such compensation may be determined by a court. TEP's inability to exercise the power of eminent domain could negatively affect its business if TEP was to lose the right to use or occupy the property on which its crude oil or natural gas pipeline systems are located.
A shortage of skilled labor in the midstream industry could reduce labor productivity and increase costs, which could have a material adverse effect on TEP's business and results of operations.
The transportation, storage and terminalling of crude oil, the transportation, storage and processing of natural gas, and the transportation, gathering and disposal of water requires skilled laborers in multiple disciplines such as equipment operators, mechanics and engineers, among others. If TEP experiences shortages of skilled labor in the future, its labor and overall productivity or costs could be materially and adversely affected. If its labor prices increase or if TEP experiences materially increased health and benefit costs for employees, its results of operations could be materially and adversely affected.
If TEP fails to develop or maintain an effective system of internal controls, TEP may not be able to report its financial results accurately or prevent fraud, which would likely have a negative impact on the market price of its common units.
Upon the completion of the TEP IPO, TEP became subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended. Effective internal controls are necessary for TEP to provide reliable financial reports, prevent fraud and to operate successfully as a publicly traded partnership. TEP's efforts to develop and maintain its internal controls may not be successful, and TEP may be unable to maintain effective controls over its financial processes and reporting in the future or to comply with its obligations under Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Section 404. For example, Section 404 requires TEP, among other things, to annually review and report on, and its independent registered public accounting firm to attest to, the effectiveness of its internal controls over financial reporting. Any failure to develop, implement or maintain effective internal controls or to improve its internal controls could harm its operating results or cause TEP to fail to meet its reporting obligations. Given the difficulties inherent in the design and operation of internal controls over financial reporting, TEP can provide no assurance as to its, or TEP's independent registered public accounting firm's, conclusions about the effectiveness of its internal controls, and TEP may incur significant costs in its efforts to comply with Section 404. Ineffective internal controls will subject TEP to regulatory scrutiny and a loss of confidence in its reported financial information, which could have an adverse effect on its business and would likely have a negative effect on the trading price of its units.
New technologies, including those involving recycling of produced water or the replacement of water in fracturing fluid, may adversely affect TEP's future results of operations and financial condition.
The produced water disposal industry is subject to the introduction of new waste treatment and disposal techniques and services using new technologies including those involving recycling of produced water, some of which may be subject to patent protection. As competitors and others use or develop new technologies or technologies comparable to TEP's water business services in the future, TEP may lose market share or be placed at a competitive disadvantage. For example, some companies have successfully used propane as the fracturing fluid instead of water. Further, TEP may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Some of its competitors may have greater financial, technical and personnel resources than TEP does, which may allow them to gain technological advantages or implement new technologies before TEP can. Additionally, TEP may be unable to implement new technologies or products at all, on a timely basis or at an acceptable cost. New technology could also make it easier for TEP's customers to vertically integrate their operations or reduce the amount of waste produced in oil and natural gas drilling and production activities, thereby reducing or eliminating the need for third-party disposal. Limits on its ability to effectively use or implement new technologies, including in its water business services, may have a material adverse effect on its business, financial condition and results of operations.
TEP's business could be negatively impacted by security threats, including cyber security threats, and related disruptions.
TEP relies on its information technology infrastructure to process, transmit and store electronic information, including information TEP uses to safely operate its assets. TEP may face cyber security and other security threats to its information technology infrastructure, which could include threats to its operational and safety systems that operate its pipelines, plants and assets. TEP could face unlawful attempts to gain access to its information technology infrastructure, including coordinated

55




attacks from hackers, whether state-sponsored groups, "hacktivists," or private individuals. The age, operating systems or condition of its current information technology infrastructure and software assets and its ability to maintain and upgrade such assets could affect its ability to resist cyber security threats. TEP could also face attempts to gain access to information related to its assets through unauthorized access by targeting acts of deception against individuals with legitimate access to physical locations or information, otherwise known as "social engineering."
TEP's information technology infrastructure is critical to the efficient operation of its business and essential to its ability to perform day-to-day operations. Breaches in its information technology infrastructure or physical facilities, or other disruptions, could result in damage to its assets, service interruptions, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on its operations, financial position, results of operations and prospects.
If TEP is unable to protect its information and telecommunication systems against disruptions or failures, its operations could be disrupted.
TEP relies extensively on computer systems to process transactions, maintain information and manage its business. Disruptions in the availability of its computer systems could impact its ability to service its customers and adversely affect its sales and results of operations. TEP is dependent on internal and third-party information technology networks and systems, including the Internet, wired, and wireless communications, to process, transmit and store electronic information. TEP's computer systems are subject to damage or interruption due to system replacements, implementations and conversions, power outages, computer or telecommunication failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes, snowstorms and floods and usage errors by its employees, consultants and contractors. If its computer systems are damaged or cease to function properly, TEP may have to make a significant investment to fix or replace them, and TEP may have interruptions in its ability to service its customers. Although TEP attempts to reduce these risks by using redundancy for certain critical systems, this disruption caused by the unavailability of TEP's computer systems could nevertheless significantly disrupt its operations or may result in financial damage or loss due to, among other things, lost or misappropriated information.
Tax Risks
As our only cash-generating assets consist of our membership interest in Tallgrass Equity and its related direct and indirect interests in TEP, our tax risks are primarily derivative of the tax risks associated with an investment in TEP.
The tax treatment of TEP depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service ("IRS") were to treat TEP as a corporation for U.S. federal income tax purposes or TEP becomes subject to material additional amounts of entity-level taxation for state tax purposes, it would reduce the amount of cash available for distribution to us and increase the portion of our distributions treated as taxable dividends.
We own a 31.43% membership interest in Tallgrass Equity, which directly owns the Acquired TEP Units and indirectly owns all TEP's IDRs and TEP's general partner interest (which was approximately 1.13% as of February 13, 2018). Accordingly, the value of our indirect investment in TEP, as well as the anticipated after-tax economic benefit of an investment in our Class A shares, depends largely on TEP being treated as a partnership for U.S. federal income tax purposes, which requires that 90% or more of TEP's gross income for every taxable year consist of qualifying income, as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code").
Despite the fact that TEP is a limited partnership under Delaware law and, unlike us, has not elected to be treated as a corporation for U.S. federal income tax purposes, it is possible, under certain circumstances, for a publicly traded partnership such as TEP to be treated as a corporation for U.S. federal income tax purposes. Although we do not believe based upon TEP's current operations that TEP is so treated, a change in TEP's business could cause it to be treated as a corporation for U.S. federal income tax purposes or otherwise subject it to U.S. federal income taxation as an entity.
For example, from time to time, members of the U.S. Congress propose and consider substantive changes to the U.S. federal income tax laws that affect publicly traded partnerships. TEP is unable to predict whether any such changes or proposals will be considered or will ultimately be enacted or whether judicial or administrative interpretations of applicable law will change. Any such changes could negatively impact the value of our indirect investment in TEP. Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes.
If TEP were treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on its taxable income at the corporate tax rate, which is currently 21%, and would likely pay state income taxes at varying rates. Distributions to TEP's partners, including Tallgrass Equity, would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to TEP's partners. Because a tax would be imposed upon TEP as a corporation, its cash available for distribution would be substantially reduced. Therefore, treatment of TEP as a corporation would result in a material reduction in TEP's anticipated cash flow and after-tax return to us, likely causing a substantial reduction in the value of our Class A shares.

56




At the state level, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of such a tax on TEP by any state will reduce the cash available for distributions to TEP unitholders, likely causing a substantial reduction in the value of our Class A shares.
TEP's partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects TEP to taxation as a corporation or otherwise subjects TEP to entity-level taxation for U.S. federal income tax purposes, TEP's minimum quarterly distribution and target distribution amounts will be adjusted to reflect the impact of that law on TEP. If this were to happen, the amount of distributions Tallgrass Equity receives from TEP and our resulting cash flows could be reduced substantially, which would adversely affect our ability to pay distributions.
Moreover, if TEP were treated as a corporation, we would not be entitled to the deductions associated with our initial acquisition of interests in Tallgrass Equity or subsequent exchanges of retained Tallgrass Equity interests and Class B shares for our Class A shares. As a result, if TEP were treated as a corporation, (i) our liability for taxes would likely be higher, further reducing our cash available for distribution and (ii) a greater portion of the cash we are able to distribute would be treated as a taxable dividend.
We may incur substantial corporate income tax liabilities on our allocable share of TEP income.
We are classified as a corporation for U.S. federal income tax purposes and, in most states in which TEP does business, for state income tax purposes. To the extent that TEP allocates to us net taxable income in any year, current law provides that we will be subject to U.S. federal income tax at a rate of 21%, and to state income tax at rates that vary from state to state. The amount of cash available for distribution to you will be reduced by the amount of any such income taxes payable by us for which we establish reserves.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax laws and regulations, including federal and state income tax laws and transactional tax laws such as excise, sales/use, payroll, franchise and ad valorem tax laws. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted that could result in increased tax expenditures in the future. Further, taxing authorities may change their application of existing taxes, so that additional entities or transactions may become subject to an existing tax. Many of these tax liabilities are subject to audits by the respective taxing authority. These audits may result in additional tax payments, as well as interest and penalties. In one such audit, Rockies Express has appealed an excise tax assessment on the gross receipts from certain transactions issued by the Ohio Department of Taxation. If the appeal is unsuccessful, Rockies Express may be subject to substantial additional excise taxes in the future, and imposition of such excise taxes could reduce the cash available for distribution to our shareholders.
If the IRS makes audit adjustments to TEP's income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from TEP, in which case, TEP may require its unitholders and former unitholders to reimburse it for such taxes (including any applicable penalties or interest) or, if TEP is required to bear such payment, TEP's cash available for distribution to TEP's unitholders might be substantially reduced.
If the IRS makes audit adjustments to TEP's income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from TEP. TEP will generally have the ability to shift any such tax liability to its general partner and its unitholders in accordance with their interests in TEP during the year under audit, but there can be no assurance that TEP will be able to (or will choose to) do so under all circumstances. If TEP is required to make payments of taxes, penalties and interest resulting from audit adjustments, it may require its unitholders and former unitholders to reimburse it for such taxes (including any applicable penalties or interest) or, if TEP is required to bear such payment, its cash available for distribution to its unitholders might be substantially reduced.
Taxable gain or loss on the sale of our Class A shares could be more or less than expected.
If a holder sells our Class A shares, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder's tax basis in those Class A shares. To the extent that the amount of our distributions exceeds our current and accumulated earnings and profits, the distributions will be treated as a tax-free return of capital and will reduce a holder's tax basis in the Class A shares. Because our distributions in excess of our earnings and profits decrease a holder's tax basis in Class A shares, such excess distributions will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A shares.
Our current tax treatment may change, which could affect the value of our Class A shares or reduce our cash available for distribution.
Changes in U.S. federal income tax law relating to our tax treatment as a corporation could result in (i) our being subject to additional taxation at the entity level with the result that we would have less cash available for distribution and (ii) a greater portion of our distributions being treated as taxable dividends. Moreover, we are subject to tax in numerous jurisdictions. Changes in current law in these jurisdictions, particularly relating to the treatment of deductions attributable to acquisitions of

57




interests in Tallgrass Equity, could result in our being subject to additional taxation at the entity level with the result that we would have less cash available for distribution.
Any decrease in our Class A share price could adversely affect our amount of cash available for distribution.
Changes in certain market conditions may cause our Class A share price to decrease. If the Exchange Right Holders exercise their Exchange Right when our Class A share price is less than the price at which the Class A shares were sold in the TEGP IPO, the ratio of our income tax deductions to gross income would decline. This decline could result in our being subject to tax sooner than expected, our tax liability being greater than expected, or a greater portion of our distributions being treated as taxable dividends.
The IRS Form 1099-DIV that you receive from your broker may over-report your dividend income with respect to our shares for U.S. federal income tax purposes, and failure to report your dividend income in a manner consistent with the IRS Form 1099-DIV that you receive from your broker may cause the IRS to assert audit adjustments to your U.S. federal income tax return. If you are a non-U.S. holder of our shares, your broker or other withholding agent may overwithhold taxes from dividends paid to you, in which case you generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to claim a refund of the overwithheld taxes.
Distributions we pay with respect to our shares will constitute "dividends" for U.S. federal income tax purposes only to the extent of our current and accumulated earnings and profits. Distributions we pay in excess of our earnings and profits will not be treated as "dividends" for U.S. federal income tax purposes; instead, they will be treated first as a tax-free return of capital to the extent of your tax basis in your shares and then as capital gain realized on the sale or exchange of such shares. We may be unable to timely determine the portion of our distributions that is a "dividend" for U.S. federal income tax purposes.
If you are a U.S. holder of our Class A shares, the IRS Form 1099-DIV may not be consistent with our determination of the amount that constitutes a "dividend" to you for U.S. federal income tax purposes or you may receive a corrected IRS Form 1099-DIV (and you may therefore need to file an amended federal, state or local income tax return). We will attempt to timely notify you of available information to assist you with your income tax reporting (such as posting the correct information on our website). However, the information that we provide to you may be inconsistent with the amounts reported to you by your broker on IRS Form 1099-DIV, and the IRS may disagree with any such information and may make audit adjustments to your tax return.
If you are a non-U.S. holder of our Class A shares, "dividends" for U.S. federal income tax purposes will be subject to withholding of U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) unless the dividends are effectively connected with your conduct of a U.S. trade or business. In the event that we are unable to timely determine the portion of our distributions that is a "dividend" for U.S. federal income tax purposes, or your broker or withholding agent chooses to withhold taxes from distributions in a manner inconsistent with our determination of the amount that constitutes a "dividend" for such purposes, your broker or other withholding agent may overwithhold taxes from distributions paid to you. In such a case, you generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to obtain a refund of the overwithheld tax.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
A description of our properties is contained in Item 1.—Business, "Our Assets" of this Annual Report.
Our principal executive offices are located at 4200 W. 115th Street, Suite 350, Leawood, KS 66211 and our telephone number is 913-928-6060.
We own two office buildings in Lakewood, Colorado, with a portion being leased to a third party pursuant to a lease with an initial term through 2020. In addition, we lease our principal executive offices in Leawood, Kansas. Tallgrass Energy Holdings and its affiliates pay a proportionate share of the costs to occupy the building to us pursuant to the TEP Omnibus Agreement.
Item 3. Legal Proceedings
See Note 19Legal and Environmental Matters, which is incorporated by reference into this Part I—Item 3 of this Annual Report.
Item 4. Mine Safety Disclosures
Not applicable.

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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A shares have been listed on the NYSE under the symbol "TEGP" since the completion of the TEGP IPO on May 12, 2015. Our Class B shares are not listed or traded on any stock exchange. The following table sets forth the high and low sales prices of the Class A shares, as reported by the NYSE, as well as the amount of cash distributions per share declared for the periods indicated:
Quarter Ended
 
High
 
Low
 
Distribution per Class A Share
December 31, 2017
 
$
28.94

 
$
21.79

 
$
0.3675

September 30, 2017
 
$
28.69

 
$
23.42

 
$
0.3550

June 30, 2017
 
$
29.50

 
$
22.40

 
$
0.3425

March 31, 2017
 
$
29.30

 
$
25.64

 
$
0.2875

December 31, 2016
 
$
27.29

 
$
21.74

 
$
0.2775

September 30, 2016
 
$
25.99

 
$
21.88

 
$
0.2625

June 30, 2016
 
$
26.81

 
$
16.14

 
$
0.2450

March 31, 2016
 
$
18.68

 
$
9.66

 
$
0.2100

Holders
As of February 13, 2018, there were three shareholders of record of our Class A shares. This number does not include shareholders whose shares are held in trust by other entities. The actual number of beneficial shareholders is greater than the number of holders of record. In addition, as of February 13, 2018, 11 shareholders of record owned all 126,709,225 of our Class B shares.
Equity Compensation Plan
See Item 12.—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information regarding our Equity Compensation Plan.
Distributions of Available Cash
General. Our partnership agreement requires that, within 55 days after the end of each quarter beginning with the quarter ended June 30, 2015, we distribute our available cash to Class A Shareholders of record on the applicable record date.
Definition of Available Cash. Available cash is defined in our partnership agreement and generally means, with respect to any calendar quarter, all cash and cash equivalents on hand at the date of determination of available cash for the distribution in respect of such quarter (including expected distributions from Tallgrass Equity in respect of such quarter), less the amount of cash reserves established by our general partner, which will not be subject to a cap, to:
comply with applicable law;
comply with any agreement binding upon us or our subsidiaries (exclusive of TEP and its subsidiaries);
provide for future capital expenditures, debt service and other credit needs as well as any federal, state, provincial or other income tax that may affect us in the future;
permit us to pay a ratable amount to Tallgrass Equity as necessary to permit Tallgrass Equity to make capital contributions to TEP GP for it to maintain or attain up to a 2.0% general partner interest in TEP; or
otherwise provide for the proper conduct of our business.
Our available cash includes cash on hand resulting from borrowings made after the end of the quarter.
Our Sources of Available Cash. Our sole cash-generating asset is an approximate 31.43% membership interest in Tallgrass Equity. Tallgrass Equity's sole cash generating assets consist of its direct and indirect partnership interests in TEP and its membership interest in Rockies Express. Therefore, our cash flow and resulting ability to make distributions will be completely dependent upon the ability of TEP and Rockies Express to make distributions.

59




The actual amount of cash that TEP and Rockies Express, and correspondingly Tallgrass Equity, will have available for distribution will primarily depend on the amount of cash TEP and Rockies Express generates from their operations. For a description of factors that may impact our results, please read "Item 1A.—Risk Factors."
In addition, the actual amount of cash that TEP, Rockies Express, and Tallgrass Equity will have available for distribution will depend on other factors, some of which are beyond our control, including:
the level of revenue TEP and Rockies Express are able to generate from their respective businesses;
the level of capital expenditures TEP, Rockies Express or Tallgrass Equity makes;
the level of TEP's, Rockies Express' and Tallgrass Equity's operating, maintenance and general and administrative expenses or related obligations;
the cost of acquisitions, if any;
TEP's, Rockies Express' and Tallgrass Equity's debt service requirements and other liabilities;
TEP's, Rockies Express' and Tallgrass Equity's working capital needs;
restrictions on distributions contained in TEP's, Rockies Express' or Tallgrass Equity's debt agreements and any future debt agreements;
TEP's, Rockies Express' and Tallgrass Equity's ability to borrow under their respective revolving credit agreements to make distributions; and
the amount, if any, of cash reserves established by each of TEP GP and our general partner, in their sole discretion, for the proper conduct of TEP's and our business.
Performance Graph
The following performance graph compares the performance of our Class A shares with the NYSE Composite Index Total Return and the Alerian Total Return MLP Index during the period beginning on May 12, 2015, and ending on December 31, 2017. The graph assumes a $100 investment in our Class A shares and in each of the indices at the beginning of the period and a reinvestment of distributions/dividends paid on such investments throughout the period.
chart-78fc9b814fab5118852.jpg

60




Recent Sales of Unregistered Equity Securities
None.
Repurchase of Equity by Tallgrass Energy GP, LP or Affiliated Purchasers
None.
Item 6. Selected Financial Data
The historical financial statements included in this Annual Report reflect the consolidated results of operations of TEGP's membership interest in Tallgrass Equity, Tallgrass Equity's 100% membership interest in TEP GP, which owns all the IDRs, and all the outstanding general partner units in TEP, and Tallgrass Equity's 20 million TEP common units it acquired at the closing of the TEGP IPO. In connection with the closing of the TEGP IPO on May 12, 2015, the following transactions (the "Reorganization Transactions") occurred (i) Tallgrass Equity distributed its interests in Tallgrass Energy Holdings and Tallgrass Energy Holdings distributed its existing limited partner interest in TEGP, respectively, to certain of the Exchange Right Holders, that also collectively own 100% of the voting power of Tallgrass Energy Holdings; (ii) TEGP issued 47,725,000 Class A shares to the public (including 6,225,000 Class A shares issued in connection with the underwriters' exercise of the overallotment option) for net proceeds of approximately $1.3 billion; (iii) the existing limited partner interests in TEGP held by certain of the Exchange Right Holders were converted into 115,729,440 Class B shares, 6,225,000 of which were automatically cancelled in connection with the underwriters' exercise of its overallotment option; (iv) Tallgrass Equity issued 41,500,000 Tallgrass Equity units to TEGP in exchange for approximately $1.1 billion in net proceeds from the issuance of TEGP's Class A shares to the public and amended the limited liability company agreement of Tallgrass Equity to, among other things, provide that TEGP is the managing member of Tallgrass Equity; (v) TEGP used the net proceeds from the purchase of the 6,225,000 overallotment option shares to purchase a like amount of Tallgrass Equity units from certain of the Exchange Right Holders; and (vi) Tallgrass Equity entered into a $150 million revolving credit facility and borrowed $150 million thereunder, using the aggregate proceeds from such borrowings, together with the net proceeds from the TEGP IPO that Tallgrass Equity received from TEGP, to purchase 20 million TEP common units from Tallgrass Development, LP at $47.68 per TEP common unit (the "Acquired TEP Units") and pay offering expenses and other transaction costs. Tallgrass Equity distributed the remaining proceeds (the "Excess Proceeds") to certain of the Exchange Right Holders. The following discussion analyzes the financial condition and results of operations of TEGP, which for periods prior to the completion of the TEGP IPO on May 12, 2015 includes the financial condition and results of operations of TEGP Predecessor, which refers to TEGP as recast to show the effects of the Reorganization Transactions.
In certain circumstances and for ease of reading we discuss the financial results of these entities prior to their respective acquisitions as being "our" financial results during historic periods, although Trailblazer was owned by TD from November 13, 2012 to March 31, 2014, Pony Express was wholly-owned by TD from November 13, 2012 to August 31, 2014, and Terminals and NatGas were owned by TD from November 13, 2012 to December 31, 2016. As used in this Annual Report, unless the context otherwise requires, "we," "us," "our," the "Partnership," "TEGP" and similar terms refer to Tallgrass Energy GP, LP, together with its consolidated subsidiaries (including Tallgrass Equity, TEP and their respective subsidiaries). The term our "general partner" refers to TEGP Management, LLC. References to "Tallgrass Development" or "TD" refer to Tallgrass Development, LP.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report. A reference to a "Note" herein refers to the accompanying Notes to Consolidated Financial Statements contained in Item 8.Financial Statements. In addition, please read "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" for information regarding certain risks inherent in our business.
The following table shows selected historical financial and operating data of TEGP for the periods and as of the dates indicated. The selected historical financial data for periods prior to the completion of the TEGP IPO on May 12, 2015 includes the financial condition and results of operations of TEGP Predecessor, which refers to TEGP as recast to show the effects of the Reorganization Transactions.
We derived the information in the following table from, and that information should be read together with and is qualified in its entirety by reference to, the consolidated financial statements and the accompanying notes included elsewhere in this Annual Report.

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Our operating results incorporate a number of significant estimates and uncertainties. Such matters could cause the data included herein to not be indicative of our future financial condition or results of operations. A discussion of our critical accounting estimates is included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7.
 
Year Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
Statement of operations data:
(in thousands, except per unit amounts)
Revenue
$
655,898

 
$
611,662

 
$
542,661

 
$
377,313

 
$
295,873

Operating income
$
271,847

 
$
258,418

 
$
206,229

 
$
58,970

 
$
39,346

Equity in earnings of unconsolidated investments (1)
$
237,110

 
$
54,531

 
$
2,759

 
$
1,617

 
$

Net income before tax
$
432,443

 
$
267,780

 
$
193,071

 
$
65,786

 
$
12,971

Net income
$
223,985

 
$
250,039

 
$
200,348

 
$
65,786

 
$
12,971

Net (loss) income attributable to TEGP subsequent to May 12, 2015
$
(128,729
)
 
$
26,794

 
$
24,563

(2) 
N/A

 
N/A

Basic net (loss) income per Class A share
$
(2.22
)
 
$
0.55

 
$
0.51

(2) 
N/A

 
N/A

Diluted net (loss) income per Class A share
$
(2.22
)
 
$
0.55

 
$
0.51

(2) 
N/A

 
N/A

Balance sheet data (at end of period):
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
2,394,337

 
$
2,079,232

 
$
2,079,567

 
$
1,853,081

 
$
1,116,806

Unconsolidated investments (1)
$
909,531

 
$
475,625

 
$
13,565

 
$
15,071

 
$
1,255

Total assets
$
4,292,013

 
$
3,625,480

 
$
3,088,635

 
$
2,476,599

 
$
1,631,879

Long-term debt, net
$
2,292,993

 
$
1,555,981

 
$
901,000

 
$
559,000

 
$
135,000

Other:

 
 
 
 
 
 
 
 
Distributions declared per Class A share
$
1.35

 
$
1.00

 
$
0.39

 
N/A

 
N/A

(1) 
For more information see Note 9Investments in Unconsolidated Affiliates.
(2) 
The net income attributed to TEGP was based upon the number of days between the closing of the IPO on May 12, 2015 to December 31, 2015.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
As discussed further in Note 2 – Summary of Significant Accounting Policies, our financial statements for historical periods prior to January 1, 2017 have been recast to reflect the operations of Terminals and NatGas, which were acquired effective January 1, 2017.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report.
Overview
TEGP is a limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes. We were formed as part of a reorganization involving entities that were previously controlled by Tallgrass Equity to effect the TEGP IPO, which was completed on May 12, 2015.
Our sole cash-generating asset is an approximate 31.43% controlling membership interest in Tallgrass Equity. Tallgrass Equity's sole cash-generating assets consist of the direct and indirect partnership interests in TEP and its membership interest in Rockies Express as described below:
100% of the outstanding membership interests in TEP GP, which owns all the general partner interest in TEP as well as all the TEP IDRs. The general partner interest in TEP is represented by 834,391 general partner units, representing an approximate 1.13% general partner interest in TEP at February 13, 2018.
25,619,218 TEP common units, representing an approximate 34.60% limited partner interest in TEP at February 13, 2018, inclusive of the additional 5,619,218 TEP common units acquired from Tallgrass Development on February 7, 2018 as described below.

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On February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, LLC, a wholly-owned subsidiary of Tallgrass Equity ("Tallgrass Development Holdings"), and as a result of the merger, Tallgrass Equity acquired a 25.01% membership in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development.
TEP is a publicly traded, growth-oriented limited partnership formed in 2013 to own, operate, acquire and develop midstream energy assets in North America. TEP's operations 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.
TEP intends to continue to utilize the significant experience of its management team to execute its growth strategy of acquiring midstream assets, increasing utilization of its existing assets and expanding its systems through construction of additional assets.
Our reportable business segments are:
Natural Gas Transportation—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;
Crude Oil Transportation—the ownership and operation of a FERC-regulated crude oil pipeline system; and
Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil gathering, 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.
Additional information about TEP's operations and assets is contained in the business overview included in Item 1.—Business under "Overview" and "TEP's Assets."
Financial Presentation
TEGP has no operations outside of its indirect ownership interests in Rockies Express and TEP. TEGP is the managing member of and therefore controls Tallgrass Equity. Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of TEP GP, TEP's general partner. As a result, under GAAP, TEGP consolidates Tallgrass Equity, TEP GP, TEP, and TEP's subsidiaries. As such, TEGP's results of operations will not differ materially from the results of operations of TEP. The most noteworthy reconciling items between TEGP's consolidated financial statements and TEP's consolidated financial statements primarily relate to (i) the inclusion of the Tallgrass Equity revolving credit facility, (ii) the impact of TEGP's election to be treated as a corporation for U.S. federal income tax purposes and (iii) the presentation of noncontrolling interests in Tallgrass Equity and TEP. The interests in Tallgrass Equity and TEP that are not directly or indirectly owned by TEGP will be reflected as being attributable to noncontrolling interests in TEGP's consolidated financial statements.
In addition, historical results of operations for periods prior to May 12, 2015 do not reflect TEGP's incremental general and administrative costs associated with becoming a separate publicly traded entity, including expenses associated with (i) compensation for new directors, (ii) incremental director and officer liability insurance, (iii) listing on the NYSE, (iv) investor relations, (v) legal, (vi) tax and (vii) accounting.
Summary of Results for the Year Ended December 31, 2017
During 2017, TEP completed the acquisitions of a 100% membership interest in each of Terminals and NatGas, an additional 24.99% membership interest in Rockies Express, a 100% membership interest in DCP Douglas, an aggregate additional 49% membership interest in Deeprock Development, and a 100% membership interest in Outrigger Powder River Operating. In addition, TEP issued $350 million in aggregate principal amount of 5.50% senior notes due 2024 (the "2024 Notes") and $750 million in aggregate principal amount of 5.50% senior notes due 2028 (the "2028 Notes"), the proceeds of which were used to repay borrowings under TEP's revolving credit facility.
Operating income for the year ended December 31, 2017 was $271.8 million compared to $258.4 million for the year ended December 31, 2016. The increase in operating income was primarily driven by increased fresh water supply and produced water disposal volumes and TEP's acquisitions in 2017, as discussed further under "Results of Operations" below. Net income for the year ended December 31, 2017 was $224.0 million compared to $250.0 million for the year ended December 31, 2016. The decrease in net income was largely driven by a significant increase in deferred tax expense due to the remeasurement of the deferred tax asset as a result of the federal rate change, partially offset by our acquisition of an additional 24.99% membership interest in Rockies Express, as discussed further under "Results of Operations" below, and the increase in operating income.

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Recent Developments
TEGP Distribution Declared
On January 8, 2018, the Board of Directors of our general partner declared a cash distribution for the quarter ended December 31, 2017 of $0.3675 per Class A share. The distribution will be paid on February 14, 2018, to Class A shareholders of record on January 31, 2018.
TEP Distribution Declared
On January 8, 2018, the Board of Directors of TEP's general partner declared a cash distribution for the quarter ended December 31, 2017 of $0.9650 per common unit. The distribution was paid on February 14, 2018, to TEP unitholders of record on January 31, 2018.
Deeprock North Acquisition and Merger with Deeprock Development
On January 2, 2018, Terminals acquired an approximate 38% membership interest in Deeprock North, LLC ("Deeprock North") from Kinder Morgan Deeprock North Holdco LLC for cash consideration of $19.5 million. Immediately following the acquisition, Deeprock North was merged into Deeprock Development. After the acquisition and merger, Terminals owns an approximately 60% membership interest in the combined entity.
BNN North Dakota Acquisition
In January 2018, Water Solutions acquired a 100% membership interest in Buckhorn Energy Services, LLC and Buckhorn SWD Solutions, LLC (collectively, "BNN North Dakota") for cash consideration of approximately $95.0 million, subject to working capital adjustments. BNN North Dakota owns a produced water gathering and disposal system in the Bakken basin with approximately 133,000 acres under dedication.
Potential Acquisition of Pawnee Terminal
On January 2, 2018, Terminals entered into an agreement to acquire a 51% membership interest in the Pawnee, Colorado crude oil terminal (“Pawnee Terminal”) from Zenith Energy Terminals Holdings, LLC for cash consideration of approximately $31 million, subject to working capital adjustments. Terminals expects the transaction to close in the first quarter of 2018, subject to certain closing conditions.
Acquisition of Additional Interest in Pony Express
Effective February 1, 2018, TEP acquired the remaining 2% membership interest in Pony Express, along with administrative assets consisting primarily of information technology assets, from Tallgrass Development for cash consideration of approximately $60 million, bringing its aggregate membership interest in Pony Express to 100%.
Potential Joint Venture and Sale of TCG
On February 6, 2018, TEP entered into an agreement with an affiliate of Silver Creek to form Iron Horse Pipeline, a new joint venture pipeline to transport crude oil from the Powder River Basin. In addition to forming the joint venture, TEP has also agreed to sell to Silver Creek its 100% membership interest in TCG, which owns a 50-mile crude oil gathering system in the Powder River Basin. TEP expects to close the sale of TCG and the formation of the joint venture in February 2018.
Tallgrass Equity Acquisitions
On February 7, 2018, Tallgrass Development merged into Tallgrass Development Holdings, a wholly-owned subsidiary of Tallgrass Equity, and as a result of the merger, Tallgrass Equity acquired a 25.01% membership interest in Rockies Express and an additional 5,619,218 TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued 27,554,785 unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately $644.8 million based on the closing price on February 6, 2018, to the limited partners of Tallgrass Development. The equity issued by TEGP and Tallgrass Equity was based on a discounted 30-day volume weighted average price of TEGP Class A shares. The 25.01% membership interest was valued at approximately $400 million and the 5,619,218 TEP common units were valued at approximately $256.2 million based on a 30-day volume weighted average price.
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, however, the release required Rockies Express to shut off the flow through the segment.  Repairs are underway to return the segment to service as soon as possible and a root cause investigation is ongoing. 

64




Factors and Trends Impacting Our Business
Our sole cash-generating asset is an approximate 31.43% controlling membership interest in Tallgrass Equity. Tallgrass Equity's sole cash-generating assets consist of direct and indirect partnership interests in TEP and Rockies Express, as detailed above in "—Overview". As a result, we expect to continue to be affected by certain key factors and trends impacting TEP's business as described below. Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptions about, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected results. See also Item 1A.Risk Factors.
Long-Term U.S. Crude Oil and Natural Gas Prospects
Crude oil, natural gas, and products derived from both continue to be critical components of energy supply and demand in the United States. Crude oil and natural gas prices declined significantly from the second half of 2014 through the first half of 2016 and crude oil experienced significant volatility during that time. However, prices generally stabilized during 2017. Although price declines and volatility could occasionally return to commodity markets at points in the future, we believe long-term prospects for continued domestic crude oil and natural gas production increases are favorable.
We believe long-term growth will be driven, in part, by a combination of increased domestic demand resulting from population and economic growth, higher industrial consumption in the U.S. spurred by the lower commodity price of feedstock and fuel, and a desire to reduce domestic reliance on imports. One example is that we expect natural gas to gradually displace coal-fired electricity generation due to the low prices of natural gas and stricter environmental regulations on the mining and burning of coal. We expect productivity of oil and natural gas wells to continue increasing over the long-term in some basins across the United States because of the increasing precision and efficiency of horizontal drilling and hydraulic fracturing in oil and natural gas extraction. We also believe there is a substantial inventory of drilled but uncompleted wells in the basins we serve, including the Bakken shale and Denver-Julesburg basin, that are likely to be completed and turned into production as commodity prices continue to recover and stabilize.
Current Commodity Environment
Starting in the second half of 2014 and through the first half of 2016, the prices of crude oil, natural gas, and NGLs were extremely volatile and declined significantly. During 2017, price stability appears to have generally been restored to the market, and some of our customers are showing a renewed interest in entering into long-term, fixed obligation contracts. To the extent some of our customers remain concerned about extended unfavorably low prices, it may be due to concerns over excess supply, truncation of current OPEC production cuts and increased mainstream use of alternative sources of energy.
Demand for our services depends, in part, on the development of additional natural gas and crude oil reserves by third parties. This requires significant capital expenditures by others to install facilities that extract natural gas and crude oil. However, the possibility for low commodity prices may result in a lack of available capital for these types of expenditures. To the extent our customers cannot finance these activities, we expect they may be less likely to enter into demand based, long-term firm fee contracts. Low commodity prices may also negatively impact the financial condition of our customers and could impact their ability to meet their financial obligations to us.
Additionally, lower commodity prices may lead to reduced utilization of our assets. For example, reduced utilization could result in increased deficiency balances held by customers of our Pony Express System. For additional information, see Item 1A.Risk Factors, "The Throughput and Deficiency Agreements for the Pony Express System and some of TEP's service agreements with respect to its water business services contain provisions that can reduce the cash flow stability that the agreements were designed to achieve."
Growth Associated with Acquisitions and Expansion Projects
Growth associated with acquisitions
We believe that we are well-positioned to grow through accretive acquisitions due to our stable financial profile and diverse asset base that presents many logical strategic opportunities. In the past, we heavily relied on acquiring assets from TD's portfolio of midstream assets. Now that TD has divested its entire asset portfolio, our growth through acquisitions will rely almost exclusively on buying assets or businesses from third parties. Third party acquisitions present different risks than those associated with acquiring assets from TD. Sourcing attractive, accretive opportunities and performing diligence on those opportunities requires significantly more time from our employees. Most third-party acquisitions involve competition from other buyers, which generally increases the purchase price. If we are able to execute a third-party transaction, we may encounter challenges when integrating different work cultures and operational systems.

65




Growth associated with expansion projects
We also believe that we are well positioned to increase volumes to our systems through cost-effective capacity expansions and other methods for improving efficiency. For example, in January 2017, Rockies Express placed in service the Rockies Express Zone 3 Capacity Enhancement Project that added an incremental 0.8 Bcf/d of east-to-west capacity within Zone 3 of the Rockies Express Pipeline. During 2017, we announced and are currently executing on the Platteville Extension Project on the Pony Express System and the Cheyenne Connector Pipeline.
Energy Capital Markets and Interest Rates
During the second half of 2015 and into mid-2016, the energy credit markets experienced a material increase in the yields for long-term debt, which caused an issuance of senior unsecured notes to be a less attractive financing option until the third quarter of 2016, when we were able to issue the 2024 Notes. At the same time, the downturn in commodity prices generally limited the availability of capital through traditional public issuances of common units for much of 2016. While the downturn did not change our business plans, including our growth through acquisitions and expansion projects, it did temporarily alter some of our financing strategies. In 2017, TEP was able to issue an additional $350 million in aggregate principal amount of 2024 Notes and $750 million in aggregate principal amount of 2028 Notes, both at a rate of 5.5%.
In addition, the Federal Reserve increased short-term interest rates which marginally impacted the rates on our floating rate revolving credit facility. If the economy continues to strengthen, it is likely that monetary policy will continue to tighten, resulting in higher interest rates to counter possible inflation. If this occurs, interest rates on our floating rate credit facilities and future offerings in the debt capital markets could be at higher rates, causing our financing costs to increase accordingly. For additional information, please read Item 7A.—Quantitative and Qualitative Disclosures About Market Risk.
How We Evaluate Our Operations
We evaluate our results using, among other measures, cash distributions received from Tallgrass Equity, contract profile and volumes at TEP and Rockies Express, and operating costs and expenses of TEGP and its consolidated subsidiaries.
Cash Distributions Received from Tallgrass Equity
Our cash flow is currently generated solely by distributions received from Tallgrass Equity. Tallgrass Equity currently receives all its cash flows from distributions on its direct and indirect partnership interests in TEP and Rockies Express. Tallgrass Equity is therefore entirely dependent upon the ability of TEP and Rockies Express to make cash distributions to its partners.
Contract Profile and Volumes
Our results are driven primarily by the volume of natural gas transportation and storage capacity, crude oil transportation, storage, gathering and terminalling capacity, NGL transportation capacity, and water transportation, gathering and disposal capacity under firm fee contracts, as well as the volume of natural gas that it gathers and processes and the fees assessed for such services.
Operating Costs and Expenses
The primary components of operating costs and expenses that we evaluate include cost of sales, cost of transportation services, operations and maintenance and general and administrative costs. Operating expenses are driven primarily by expenses related to the operation, maintenance and growth of its asset base.

66




Results of Operations
The following provides a summary of our operating metrics for the periods indicated:
 
Year Ended December 31,
 
2017
 
2016
 
2015
 
(in thousands, except operating data)
Natural Gas Transportation Segment:
 
 
 
 
 
Gas transportation average firm contracted volumes (MMcf/d) (1)
1,711

 
1,627

 
1,679

Crude Oil Transportation Segment:
 
 
 
 
 
Crude oil transportation average contracted capacity (Bbls/d)
301,936

 
295,435

 
252,374

Crude oil transportation average throughput (Bbls/d)(2)
267,734

 
285,507

 
236,256

Gathering, Processing & Terminalling Segment:
 
 
 
 
 
Natural gas processing inlet volumes (MMcf/d)
109

 
103

 
122

Freshwater average volumes (Bbls/d)
69,139

 
13,201

 
14,579

Produced water gathering and disposal average volumes (Bbls/d)
31,511

 
11,307

 
7,951

(1) 
Volumes transported under firm fee contracts, excluding Rockies Express.
(2) 
Approximate average daily throughput for the year ended December 31, 2015 is reflective of the volumetric ramp up due to commercial in-service of the Pony Express System beginning in October 2014, including the lateral in Northeast Colorado in the second quarter of 2015, and delays in the construction and expansion efforts of third-party pipelines with which Pony Express shares joint tariffs.

67




The following provides a summary of our consolidated results of operations for the periods indicated:
 
Year Ended December 31,
 
2017
 
2016
 
2015
 
(in thousands, except operating data)
Revenues:
 
 
 
 
 
Crude oil transportation services
$
345,733

 
$
374,949

 
$
300,436

Natural gas transportation services
122,364

 
119,962

 
119,895

Sales of natural gas, NGLs, and crude oil
108,503

 
77,123

 
82,133

Processing and other revenues
79,298

 
39,628

 
40,197

Total Revenues
655,898

 
611,662

 
542,661

Operating Costs and Expenses:
 
 
 
 
 
Cost of sales
91,213

 
71,650

 
75,285

Cost of transportation services
46,200

 
47,669

 
46,840

Operations and maintenance
62,069

 
55,070

 
50,823

Depreciation and amortization
90,800

 
86,247

 
84,258

General and administrative
65,536

 
57,298

 
52,635

Taxes, other than income taxes
28,832

 
25,400

 
21,796

Contract termination

 
8,061

 

(Gain) loss on disposal of assets
(599
)
 
1,849

 
4,795

Total Operating Costs and Expenses
384,051

 
353,244

 
336,432

Operating Income
271,847

 
258,418

 
206,229

Other Income (Expense):
 
 
 
 
 
Interest expense, net
(89,348
)
 
(45,601
)
 
(18,330
)
Unrealized gain (loss) on derivative instrument
1,885

 
(1,291
)
 

Equity in earnings of unconsolidated investments
237,110

 
54,531

 
2,759

Gain on remeasurement of unconsolidated investment
9,728

 

 

Other income, net
1,221

 
1,723

 
2,413

Total Other Income (Expense)
160,596

 
9,362

 
(13,158
)
Net income before tax
432,443

 
267,780

 
193,071

Deferred income tax (expense) benefit
(208,458
)
 
(17,741
)
 
7,277

Net income
223,985

 
250,039

 
200,348

Net income attributable to noncontrolling interests
(352,714
)
 
(216,250
)
 
(156,035
)
Net (loss) income attributable to TEGP
$
(128,729
)
 
$
33,789

 
$
44,313

Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016
Revenues. Total revenues were $655.9 million for the year ended December 31, 2017, compared to $611.7 million for the year ended December 31, 2016, which represents an increase of $44.2 million, or 7%, in total revenues. The overall increase in revenue was largely driven by increased revenues of $72.7 million and $5.9 million in the Gathering, Processing & Terminalling and Natural Gas Transportation segments, respectively, partially offset by decreased revenues of $15.9 million in the Crude Oil Transportation segment, as discussed further below.

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Operating costs and expenses. Operating costs and expenses were $384.1 million for the year ended December 31, 2017 compared to $353.2 million for the year ended December 31, 2016, which represents an increase of $30.8 million, or 9%. The overall increase in operating costs and expenses is driven by increased operating costs and expenses of $38.3 million and $9.7 million in the Gathering, Processing & Terminalling and Crude Oil Transportation segments, respectively, partially offset by decreased operating costs and expenses of $11.8 million in the Corporate and Other segment and $5.4 million in the Natural Gas Transportation segment, as discussed further below. The decrease in Corporate and Other expenses was primarily driven by an $18.4 million increase in eliminations of intersegment operating costs and expenses, partially offset by a $6.6 million increase in corporate general and administrative costs primarily due to new equity-based compensation grants issued during the year ended December 31, 2017 as well as payroll taxes associated with the vesting of TEP common units associated with equity-based compensation grants under the TEP GP Long-term Incentive Plan.
Interest expense, net. Interest expense of $89.3 million for the year ended December 31, 2017 was primarily composed of interest and fees associated with the TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes issued on September 1, 2016 and May 16, 2017, and the 2028 Notes issued on September 15, 2017 and December 11, 2017. Interest expense of $45.6 million for the year ended December 31, 2016 was primarily composed of interest and fees associated with TEP and Tallgrass Equity revolving credit facilities and the 2024 Notes issued on September 1, 2016. The increase in interest and fees is primarily due to increased borrowings to fund a portion of our acquisitions as discussed further in Note 4Acquisitions, as well as the higher borrowing rate on the 2024 and 2028 Notes, the proceeds of which were used to repay borrowings under TEP's revolving credit facility.
Unrealized gain (loss) on derivative instrument. Unrealized gain on derivative instrument of $1.9 million and unrealized loss on derivative instrument of $1.3 million for the years ended December 31, 2017 and 2016, respectively, represents the change in fair value of the call option received from TD as part of the acquisition of an additional 31.3% membership interest in Pony Express effective January 1, 2016. As of February 1, 2017, no common units remained subject to the call option.
Equity in earnings of unconsolidated investments. Equity in earnings of unconsolidated investments was $237.1 million and $54.5 million for the years ended December 31, 2017 and 2016, respectively. Equity in earnings of unconsolidated investments of $237.1 million for the year ended December 31, 2017 primarily reflects our portion of earnings and the amortization of a negative basis difference of $23.2 million associated with our 49.99% membership interest in Rockies Express, as well as $1.5 million of equity in earnings related to our 20% membership interest in Deeprock Development prior to TEP's acquisition of a controlling financial interest in Deeprock Development in July 2017, as discussed in Note 4Acquisitions. The equity in earnings for the year ended December 31, 2017 includes recognition of our portion of the $150 million gain on settlement of the Ultra litigation as discussed in Note 19Legal and Environmental Matters. Equity in earnings of unconsolidated investments of $54.5 million for the year ended December 31, 2016 primarily reflects our portion of earnings and the amortization of a negative basis difference of $9.1 million associated with TEP's acquisition of a 25% membership interest in Rockies Express effective May 6, 2016, as well as $2.8 million related to our 20% membership interest in Deeprock Development during the year ended December 31, 2016. The equity in earnings for the year ended December 31, 2016 includes recognition of our portion of the $65 million settlement received by Rockies Express related to the lawsuit between Mineral Management Service, a former unit of the U.S. Department of Interior (collectively "Interior") and Rockies Express as discussed in Note 19Legal and Environmental Matters. For additional information, see Note 9 – Investments in Unconsolidated Affiliates.
Gain on remeasurement of unconsolidated investment. Gain on remeasurement of unconsolidated investment of $9.7 million for the year ended December 31, 2017 was related to the remeasurement to fair value of our existing 20% membership interest in Deeprock Development in connection with TEP's acquisition of a controlling financial interest in Deeprock Development in July 2017. For additional information, see Note 4 – Acquisitions.
Other income, net. Other income, net typically includes rental income and income earned from certain customers related to the capital costs we incurred to connect these customers to our system. Other income for the year ended December 31, 2017 was $1.2 million compared to $1.7 million for the year ended December 31, 2016. The decrease in other income was driven by lower income related to reimbursable projects at TIGT due to contract modifications.
Deferred income tax (expense) benefit. Deferred income tax expense for the year ended December 31, 2017 was $208.5 million compared to a deferred income tax expense of $17.7 million for the year ended December 31, 2016. The increase in deferred income tax expense was primarily driven by the remeasurement of the deferred tax asset as a result of the federal rate change under the tax legislation referred to as the Tax Cuts and Jobs Act that was signed into law on December 22, 2017, as well as the increase in taxable income, primarily attributable to the increased equity in earnings associated with Rockies Express as a result of the Ultra settlement. For additional information, see Note 17 – Income Taxes.

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Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015
Revenues. Total revenues were $611.7 million for the year ended December 31, 2016, compared to $542.7 million for the year ended December 31, 2015, which represents an increase of $69.0 million, or 13%, in total revenues. The overall increase in revenue was primarily driven by increased revenues of $76.3 million in the Crude Oil Transportation segment, partially offset by decreased revenues of $2.9 million in the Natural Gas Transportation segment, as discussed further below.
Operating costs and expenses. Operating costs and expenses were $353.2 million for the year ended December 31, 2016 compared to $336.4 million for the year ended December 31, 2015, which represents an increase of $16.8 million, or 5%. The overall increase in operating costs and expenses was primarily driven by increased operating costs and expenses of $20.0 million and $9.0 million in the Crude Oil Transportation and the Gathering, Processing & Terminalling segments, respectively, partially offset by decreased operating costs and expenses of $10.9 million in the Natural Gas Transportation segment, as discussed further below, as well as a $1.3 million decrease in the Corporate and Other segment primarily driven by an $4.5 million increase in eliminations of intersegment operating costs and expenses, partially offset by a $3.2 million increase in corporate general and administrative costs due to increased overhead costs allocated from TD.
Interest expense, net. Interest expense of $45.6 million for the year ended December 31, 2016 was primarily composed of interest and fees associated with TEP's and Tallgrass Equity's revolving credit facilities and the 2024 Notes issued on September 1, 2016. Interest expense of $18.3 million for the year ended December 31, 2015 was primarily composed of interest and fees associated with TEP's revolving credit facility, partially offset by interest income of $0.4 million on the cash balance swept to TD under the Pony Express cash management agreement. The increase in interest and fees is primarily due to increased borrowings under TEP's revolving credit facility to fund a portion of TEP's 2016 and 2015 acquisitions, as discussed further in Note 4 – Acquisitions, as well as the higher borrowing rate on the 2024 Notes, the proceeds of which we used to repay borrowings under TEP's revolving credit facility, and a full period of interest and fees associated with outstanding borrowings under the Tallgrass Equity revolving credit facility.
Unrealized gain (loss) on derivative instrument. Unrealized loss on derivative instrument of $1.3 million represents the change in fair value of the call option received from TD as part of the acquisition of an additional 31.3% membership interest in Pony Express effective January 1, 2016.
Equity in earnings of unconsolidated investments. Equity in earnings of unconsolidated investments was $54.5 million and $2.8 million for the years ended December 31, 2016 and 2015, respectively. Equity in earnings of unconsolidated investments of $54.5 million for the year ended December 31, 2016 reflects our portion of earnings and the amortization of a negative basis difference of $9.1 million associated with our acquisition of a 25% membership interest in Rockies Express effective May 6, 2016, as well as $2.8 million related to our 20% membership interest in Deeprock Development. The equity in earnings of Rockies Express for the year ended December 31, 2016 includes recognition of our portion of the $65 million settlement received by Rockies Express related to the lawsuit between Interior and Rockies Express as discussed in Note 19Legal and Environmental Matters. Equity in earnings of unconsolidated investments of $2.8 million for the year ended December 31, 2015 represents earnings associated with our 20% membership interest in Deeprock Development. For additional information, see Note 9 – Investments in Unconsolidated Affiliates.
Other income, net. Other income, net typically includes rental income and income earned from certain customers related to the capital costs we incurred to connect these customers to our system. Other income for the year ended December 31, 2016 was $1.7 million compared to $2.4 million for the year ended December 31, 2015. The decrease in other income was driven by lower income related to reimbursable projects at TIGT due to a contract termination during the year ended December 31, 2016.
Deferred income tax (expense) benefit. Deferred income tax expense for the year ended December 31, 2016 was $17.7 million compared to a deferred income tax benefit of $7.3 million for the year ended December 31, 2015. The increase in deferred income tax expense was primarily driven by the increase in net income before taxes and a full year of taxable income in 2016 compared to the period subsequent to the closing of the TEGP IPO from May 12, 2015 to December 31, 2015, as well as a higher effective tax rate for the year ended December 31, 2016 compared to the year ended December 31, 2015 as a result of our acquisition of a 25% membership interest in Rockies Express during the second quarter of 2016. The year ended December 31, 2015 also included a $13.8 million deferred income tax benefit associated with a change in applicable state apportionment percentages, which increased the value of expected future state benefits attributable to the excess tax basis of our investment in Tallgrass Equity.

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The following provides a summary of our Natural Gas Transportation segment results of operations for the periods indicated:
Segment Financial Data – Natural Gas Transportation (1)
Year Ended December 31,
2017
 
2016
 
2015
 
(in thousands)
Revenues:
 
 
 
 
 
Natural gas transportation services
$
129,058

 
$
125,603

 
$
125,279

Sales of natural gas, NGLs, and crude oil
3,412

 
3,241

 
6,346

Processing and other revenues
8,551

 
6,253

 
6,363

Total revenues
141,021

 
135,097

 
137,988

Operating costs and expenses:
 
 
 
 
 
Cost of sales
2,767

 
3,804

 
6,342

Cost of transportation services
2,852

 
5,051

 
10,927

Operations and maintenance
28,910

 
28,458

 
27,767

Depreciation and amortization
19,180

 
20,976

 
22,927

General and administrative
15,385

 
16,335

 
17,052

Taxes, other than income taxes
4,493

 
4,338

 
4,840

Total operating costs and expenses
73,587

 
78,962

 
89,855

Operating income
$
67,434

 
$
56,135

 
$
48,133

(1) 
Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see Note 20Reportable Segments.
Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016