Note 14. Derivative Instruments, Hedging Activities and Fair Value Measurements

In the normal course of our business operations, we are exposed to certain risks, including changes in interest rates and commodity prices. In order to manage risks associated with assets, liabilities and certain anticipated future transactions, we use derivative instruments such as futures, forward contracts, swaps, options and other instruments with similar characteristics. Substantially all of our derivatives are used for non-trading activities.

Interest Rate Hedging Activities

We may utilize interest rate swaps, forward starting swaps and similar derivative instruments to manage our exposure to changes in interest rates charged on borrowings under certain consolidated debt agreements. This strategy may be used in controlling our overall cost of capital associated with such borrowings.

The following table summarizes our portfolio of interest rate swaps at December 31, 2015:

Hedged Transaction	Number and Type of Derivatives Outstanding		Notional Amount			Period of Hedge	Rate Swap	Accounting Treatment
Senior Notes OO	10 fixed-to-floating swaps		$	750.0		5/2015 to 5/2018	1.65% to 0.82%	Fair value hedge

As a result of market conditions in 2014, we elected to terminate all of our interest rate swaps then outstanding. Since these interest rate swaps were accounted for as fair value hedges, the aggregate $27.6 million of gains was recorded as a component of long-term debt and is being amortized to earnings (as a decrease in interest expense) using the effective interest method over the remaining life of the associated debt obligations. Of the total gain, $17.6 million was amortized through January 2016 and $10.0 million will be amortized through October 2019.

In connection with the issuance of senior notes during 2013, we settled 16 forward starting swaps having an aggregate notional amount of $1.0 billion, which resulted in cash losses totaling $168.8 million. As cash flow hedges, losses on these derivative instruments are a component of accumulated other comprehensive loss and are being amortized into earnings (as an increase in interest expense) over the remaining life of the associated debt obligations using the effective interest method. The $168.8 million loss will be amortized into earnings through March 2023.

Commodity Hedging Activities

The prices of natural gas, NGLs, crude oil, petrochemicals and refined products are subject to fluctuations in response to changes in supply and demand, market conditions and a variety of additional factors that are beyond our control. In order to manage such price risks, we enter into commodity derivative instruments such as physical forward contracts, futures contracts, fixed-for-float swaps, basis swaps and option contracts. The following table summarizes our portfolio of commodity derivative instruments outstanding at December 31, 2015 (volume measures as noted):

	Volume (1)				Accounting
Derivative Purpose	Current (2)		Long-Term (2)		Treatment
Derivatives designated as hedging instruments:
Natural gas processing:
Forecasted natural gas purchases for plant thermal reduction (Bcf)		9.1		n/a	Cash flow hedge
Forecasted sales of NGLs (MMBbls)		2.1		n/a	Cash flow hedge
Natural gas marketing:
Forecasted purchases of natural gas for fuel (Bcf)		2.4		n/a	Cash flow hedge
Natural gas storage inventory management activities (Bcf)		10.7		n/a	Fair value hedge
NGL marketing:
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)		28.7		0.4	Cash flow hedge
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)		42.2		0.1	Cash flow hedge
Refined products marketing:
Forecasted purchases of refined products (MMBbls)		2.7		n/a	Cash flow hedge
Forecasted sales of refined products (MMBbls)		0.8		0.1	Cash flow hedge
Refined products inventory management activities (MMBbls)		1.3		n/a	Fair value hedge
Crude oil marketing:
Forecasted purchases of crude oil (MMBbls)		15.0		n/a	Cash flow hedge
Forecasted sales of crude oil (MMBbls)		17.6		n/a	Cash flow hedge
Crude oil inventory management activities (MMBbls)		0.7		n/a	Fair value hedge
Derivatives not designated as hedging instruments:
Natural gas risk management activities (Bcf) (3,4)		48.2		8.2	Mark-to-market
NGL risk management activities (MMBbls) (4)		1.8		n/a	Mark-to-market
Crude oil risk management activities (MMBbls) (4)		11.8		n/a	Mark-to-market

(1)	Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes.

(2)	The maximum term for derivatives designated as cash flow hedges, derivatives designated as fair value hedges and derivatives not designated as hedging instruments is December 2017, January 2017 and March 2018, respectively.

(3)	Current and long-term volumes include 24.3 Bcf and 2.1 Bcf, respectively, of physical derivative instruments that are predominantly priced at a marked-based index plus a premium or minus a discount related to location differences.

(4) Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.

At December 31, 2015, our predominant commodity hedging strategies consisted of (i) hedging anticipated future purchases and sales of commodity products associated with transportation, storage and blending activities, (ii) hedging natural gas processing margins and (iii) hedging the fair value of commodity products held in inventory.

	The objective of our anticipated future commodity purchases and sales hedging program is to hedge the margins of certain transportation, storage, blending and operational activities by locking in purchase and sale prices through the use of forward contracts and derivative instruments.



The objective of our natural gas processing hedging program is to hedge an amount of gross margin associated with these activities. We achieve this objective by executing forward fixed-price sales of a portion of our expected equity NGL production using forward contracts and commodity derivative instruments. For certain natural gas processing contracts, the hedging of expected equity NGL production also involves the purchase of natural gas for plant thermal reduction, which is hedged by executing forward fixed-price purchases using forward contracts and derivative instruments.

	The objective of our inventory hedging program is to hedge the fair value of commodity products currently held in inventory by locking in the sales price of the inventory through the use of forward contracts and derivative instruments.

Certain basis swaps, basis spread options and other derivative instruments not designated as hedging instruments are used to manage market risks associated with anticipated purchases and sales of commodity products. There is some uncertainty involved in the timing of these transactions often due to the development of more favorable profit opportunities or when spreads are insufficient to cover variable costs thus reducing the likelihood that the transactions will occur during the periods originally forecasted. In accordance with derivatives accounting guidance, these instruments do not qualify for hedge accounting even though they are effective at managing the risk exposures of the underlying assets. Due to volatility in commodity prices, any non-cash, mark-to-market earnings variability cannot be predicted.

Tabular Presentation of Fair Value Amounts, and Gains and Losses on

Derivative Instruments and Related Hedged Items

The following table provides a balance sheet overview of our derivative assets and liabilities at the dates indicated:

	Asset Derivatives						Liability Derivatives
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate derivatives	Current assets	$	3.2	Current assets	$	--	Other current liabilities	$	--	Other current liabilities	$	--
Interest rate derivatives	Other assets		--	Other assets		--	Other liabilities		3.7	Other liabilities		--
Total interest rate derivatives			3.2			--			3.7			--
Commodity derivatives	Current assets		253.8	Current assets		217.9	Other current liabilities		137.5	Other current liabilities		145.3
Commodity derivatives	Other assets		0.2	Other assets		--	Other liabilities		1.4	Other liabilities		--
Total commodity derivatives			254.0			217.9			138.9			145.3
Total derivatives designated as hedging instruments		$	257.2		$	217.9		$	142.6		$	145.3

Derivatives not designated as hedging instruments
Interest rate derivatives	Current assets	$	--	Current assets	$	--	Other current liabilities	$	--	Other current liabilities	$	--
Commodity derivatives	Current assets		1.6	Current assets		8.1	Other current liabilities		3.1	Other current liabilities		0.7
Commodity derivatives	Other assets		--	Other assets		0.6	Other liabilities		1.0	Other liabilities		1.4
Total commodity derivatives			1.6			8.7			4.1			2.1
Total derivatives not designated as hedging instruments		$	1.6		$	8.7		$	4.1		$	2.1

Certain of our commodity derivative instruments are subject to master netting arrangements or similar agreements. The following tables present our derivative instruments subject to such arrangements at the dates indicated:

	Offsetting of Financial Assets and Derivative Assets
										Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet			Amounts of Assets Presented in the Balance Sheet			Financial Instruments				Cash Collateral Paid			Cash Collateral Received			Amounts That Would Have Been Presented On Net Basis
	(i)			(ii)			(iii) = (i) – (ii)			(iv)										(v) = (iii) + (iv)
As of December 31, 2015:
Interest rate derivatives		$	3.2		$	--		$	3.2		$	(3.2	)	$	--		$	--			$	--
Commodity derivatives			255.6			--			255.6			(143.0	)		(40.1	)		(72.2	)			0.3
As of December 31, 2014:
Commodity derivatives		$	226.6		$	--		$	226.6		$	(147.3	)	$	--		$	(23.9	)		$	55.4

	Offsetting of Financial Liabilities and Derivative Liabilities
										Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet			Amounts of Liabilities Presented in the Balance Sheet			Financial Instruments				Cash Collateral Paid			Amounts That Would Have Been Presented On Net Basis
	(i)			(ii)			(iii) = (i) – (ii)			(iv)							(v) = (iii) + (iv)
As of December 31, 2015:
Interest rate derivatives		$	3.7		$	--		$	3.7		$	(3.2	)		$	--		$	0.5
Commodity derivatives			143.0			--			143.0			(143.0	)			--			--
As of December 31, 2014:
Commodity derivatives		$	147.4		$	--		$	147.4		$	(147.3	)		$	--		$	0.1

Derivative assets and liabilities recorded on our Consolidated Balance Sheets are presented on a gross-basis and determined at the individual transaction level. This presentation method is applied regardless of whether the respective exchange clearing agreements, counterparty contracts or master netting agreements contain netting language often referred to as "rights of offset." Although derivative amounts are presented on a gross-basis, having rights of offset enable the settlement of a net as opposed to gross receivable or payable amount under a counterparty default or liquidation scenario.

Cash is paid and received as collateral under certain agreements, particularly for those associated with exchange transactions. For any cash collateral payments or receipts, corresponding assets or liabilities are recorded to reflect the variation margin deposits or receipts with exchange clearing brokers and customers. These balances are also presented on a gross-basis on our Consolidated Balance Sheets.

The tabular presentation above provides a means for comparing the gross amount of derivative assets and liabilities, excluding associated accounts payable and receivable, to the net amount that would likely be receivable or payable under a default scenario based on the existence of rights of offset in the respective derivative agreements. Any cash collateral paid or received is reflected in these tables, but only to the extent that it represents variation margins. Any amounts associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from these tables.

The following tables present the effect of our derivative instruments designated as fair value hedges on our Statements of Consolidated Operations for the periods indicated:

Derivatives in Fair Value Hedging Relationships	Location	Gain (Loss) Recognized in Income on Derivative
		For the Year Ended December 31,
		2015			2014			2013
Interest rate derivatives	Interest expense	$	(1.4	)	$	(26.5	)	$	(13.1	)
Commodity derivatives	Revenue		19.1			11.9			(0.1	)
Total		$	17.7		$	(14.6	)	$	(13.2	)

Derivatives in Fair Value Hedging Relationships	Location	Gain (Loss) Recognized in Income on Hedged Item
		For the Year Ended December 31,
		2015		2014			2013
Interest rate derivatives	Interest expense	$	1.4	$	26.4		$	12.8
Commodity derivatives	Revenue		0.2		(11.8	)		(5.7	)
Total		$	1.6	$	14.6		$	7.1

With respect to our derivative instruments designated as fair value hedges, amounts attributable to ineffectiveness and those excluded from the assessment of hedge effectiveness were not material to our consolidated financial statements during the periods presented.

The following tables present the effect of our derivative instruments designated as cash flow hedges on our Statements of Consolidated Operations and Statements of Consolidated Comprehensive Income for the periods indicated:

Derivatives in Cash Flow Hedging Relationships	Change in Value Recognized in Other Comprehensive Income (Loss) On Derivative (Effective Portion)
	For the Year Ended December 31,
	2015			2014		2013
Interest rate derivatives	$	--		$	--	$	6.6
Commodity derivatives – Revenue (1)		217.6			161.3		(47.9	)
Commodity derivatives – Operating costs and expenses (1)		(2.7	)		--		1.0
Total	$	214.9		$	161.3	$	(40.3	)

(1) The fair value of these derivative instruments will be reclassified to their respective locations on the Statement of Consolidated Operations upon settlement of the underlying derivative transactions, as appropriate.

Derivatives in Cash Flow Hedging Relationships	Location	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) to Income (Effective Portion)
		For the Year Ended December 31,
		2015			2014			2013
Interest rate derivatives	Interest expense	$	(35.3	)	$	(32.4	)	$	(29.2	)
Commodity derivatives	Revenue		231.7			75.0			(22.4	)
Commodity derivatives	Operating costs and expenses		(3.5	)		1.7			0.3
Total		$	192.9		$	44.3		$	(51.3	)

Derivatives in Cash Flow Hedging Relationships	Location	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
		For the Year Ended December 31,
		2015		2014			2013
Commodity derivatives	Revenue	$	4.7	$	(0.3	)	$	0.2
Commodity derivatives	Operating costs and expenses		0.1		--			--
Total		$	4.8	$	(0.3	)	$	0.2

Over the next twelve months, we expect to reclassify $37.4 million of losses attributable to interest rate derivative instruments from accumulated other comprehensive loss to earnings as an increase in interest expense. Likewise, we expect to reclassify $57.6 million of net gains attributable to commodity derivative instruments from accumulated other comprehensive income to earnings, $57.3 million as an increase in revenue and $0.3 million as a decrease to operating costs and expenses.

The following table presents the effect of our derivative instruments not designated as hedging instruments on our Statements of Consolidated Operations for the periods indicated:

Derivatives Not Designated as Hedging Instruments	Location	Gain (Loss) Recognized in Income on Derivative
		For the Year Ended December 31,
		2015		2014			2013
Interest rate derivatives	Interest expense	$	--	$	(0.1	)	$	(0.7	)
Commodity derivatives	Revenue		1.0		(23.0	)		7.3
Commodity derivatives	Operating costs and expense		0.1		--			--
Total		$	1.1	$	(23.1	)	$	6.6

Fair Value Measurements

The following tables set forth, by level within the Level 1, 2 and 3 fair value hierarchy (see Note 2), the carrying values of our financial assets and liabilities at the dates indicated. These assets and liabilities are measured on a recurring basis and are classified based on the lowest level of input used to estimate their fair value. Our assessment of the relative significance of such inputs requires judgment.

	December 31, 2015 Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Interest rate derivatives	$	--	$	3.2	$	--	$	3.2
Commodity derivatives		109.5		145.2		0.9		255.6
Total	$	109.5	$	148.4	$	0.9	$	258.8

Financial liabilities:
Liquidity Option Agreement	$	--	$	--	$	245.1	$	245.1
Interest rate derivatives		--		3.7		--		3.7
Commodity derivatives		31.3		109.2		2.5		143.0
Total	$	31.3	$	112.9	$	247.6	$	391.8

	December 31, 2014 Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets:
Commodity derivatives	$	37.8	$	187.8	$	1.0	$	226.6

Financial liabilities:
Liquidity Option Agreement	$	--	$	--	$	219.7	$	219.7
Commodity derivatives		13.8		133.0		0.6		147.4
Total	$	13.8	$	133.0	$	220.3	$	367.1

The following table sets forth a reconciliation of changes in the fair values of our recurring Level 3 financial assets and liabilities on a combined basis for the periods indicated:

		For the Year Ended December 31,
	Location	2015			2014
Financial asset (liability) balance, net, January 1		$	(219.3	)	$	3.2
Total gains (losses) included in:
Net income (1)	Revenue		(0.9	)		0.9
Net income	Other expense, net		(25.4	)		--
Other comprehensive income (loss)	Commodity derivative instruments – changes in fair value of cash flow hedges		(19.2	)		(2.6	)
Settlements			0.1			(3.4	)
Acquisition of Liquidity Option Agreement (see Note 17)			--			(219.7	)
Transfers out of Level 3 (2)			18.0			2.3
Financial liability balance, net, December 31 (2)		$	(246.7	)	$	(219.3	)

(1) There were $0.9 million and $2.6 million of unrealized losses included in these amounts for the years ended December 31, 2015 and 2014, respectively. (2) Transfers out of Level 3 into Level 2 were due to shorter remaining transaction maturities falling inside of the Level 2 range at December 31, 2015 and 2014.

The following tables provide quantitative information regarding our recurring Level 3 fair value measurements for commodity derivatives at the dates indicated:

	Fair Value At December 31, 2015
	Financial Assets		Financial Liabilities		Valuation Techniques	Unobservable Input	Range
Commodity derivatives – Crude oil	$	0.9	$	1.2	Discounted cash flow	Forward commodity prices	$35.63-$43.84/barrel
Commodity derivatives – Propane		--		1.3	Discounted cash flow	Forward commodity prices	$0.42-$0.44/gallon
Total	$	0.9	$	2.5

	Fair Value At December 31, 2014
	Financial Assets		Financial Liabilities		Valuation Techniques	Unobservable Input	Range
Commodity derivatives – Crude oil	$	1.0	$	0.4	Discounted cash flow	Forward commodity prices	$49.26-$53.27/barrel
Commodity derivatives – Natural gas		--		0.2	Discounted cash flow	Forward commodity prices	$3.05-$4.09/MMBtu
Total	$	1.0	$	0.6

With respect to commodity derivatives, we believe forward commodity prices are the most significant unobservable inputs in determining our Level 3 recurring fair value measurements at December 31, 2015. In general, changes in the price of the underlying commodity increases or decreases the fair value of a commodity derivative depending on whether the derivative was purchased or sold. We generally expect changes in the fair value of our derivative instruments to be offset by corresponding changes in the fair value of our hedged exposures.

The recurring fair value measurement pertaining to the Liquidity Option Agreement is based on a number of Level 3 inputs. See Note 17 for a discussion of this liability.

Nonrecurring Fair Value Measurements

We measure certain assets, primarily long-lived assets and equity method investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. The following table summarizes our non-cash impairment charges by segment during each of the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
NGL Pipelines & Services	$	20.8	$	16.2	$	30.6
Crude Oil Pipelines & Services		33.5		2.9		30.1
Natural Gas Pipelines & Services		21.6		0.7		--
Petrochemical & Refined Products Services		28.2		9.1		18.7
Offshore Pipelines & Services		58.5		5.1		18.0
Total	$	162.6	$	34.0	$	97.4

As presented in the following tables, our estimated fair values were based on management's expectation of the market values for such assets based on their knowledge and experience in the industry (a Level 3 type measure involving significant unobservable inputs). In many cases, there are no active markets (Level 1) or other similar recent transactions (Level 2) to compare to. Our assumptions used in such analyses are based on the highest and best use of the asset and includes estimated probabilities where multiple cash flow outcomes are possible.

When probability weights are used, the weights are generally obtained from business management personnel having oversight responsibilities for the assets being tested. Key commercial assumptions (e.g., anticipated operating margins, throughput or processing volume growth rates, timing of cash flows, etc.) that represent Level 3 unobservable inputs and test results are reviewed and certified by members of senior management.

Our non-cash asset impairment charges for the year ended December 31, 2015 are a component of operating costs and expenses and primarily reflect the $54.8 million charge we recorded in connection with the sale of our Offshore Business (see Note 5) and the abandonment of certain natural gas and crude oil pipeline assets in Texas. The following table presents categories of long-lived assets, primarily property, plant and equipment, that were subject to non-recurring fair value measurements during the year ended December 31, 2015:

			Fair Value Measurements at the End of the Reporting Period Using
	Carrying Value at December 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Non-Cash Impairment Loss
Long-lived assets disposed of other than by sale	$	0.4	$	--	$	--	$	0.4	$	81.4
Long-lived assets held for sale		18.0		--		--		18.0		14.2
Long-lived assets disposed of by sale (1)		--		--		--		--		67.0
Total									$	162.6

(1) Includes a $54.8 million charge recorded in connection with the sale of our Offshore Business.

Our non-cash asset impairment charges for the year ended December 31, 2014 are a component of operating costs and expenses and primarily relate to the abandonment of certain natural gas processing equipment in Louisiana, natural gas pipeline segments in the Gulf of Mexico, refined products terminal and pipeline assets in Arkansas, and NGL storage caverns in Oklahoma and Texas. The following table presents categories of long-lived assets, primarily property, plant and equipment, that were subject to non-recurring fair value measurements during the year ended December 31, 2014:

			Fair Value Measurements at the End of the Reporting Period Using
	Carrying Value at December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Non-Cash Impairment Loss
Long-lived assets disposed of other than by sale	$	--	$	--	$	--	$	--	$	26.7
Long-lived assets held for sale		1.5		--		--		1.5		3.6
Long-lived assets disposed of by sale		--		--		--		--		3.7
Total									$	34.0

Our non-cash asset impairment charges for the year ended December 31, 2013 primarily relate to the abandonment of certain crude oil and natural gas pipeline segments in Texas, Oklahoma and the Gulf of Mexico, certain refined products terminal assets in Texas, an NGL storage cavern in Arizona and an NGL fractionator and storage cavern facility in Ohio. These impairment charges totaled $92.6 million and are a component of operating costs and expenses. The remaining charge, or $4.8 million, relates to the impairment of an equity method investment and was presented as a component of equity in income of unconsolidated affiliates. The following table presents categories of long-lived assets that were subject to non-recurring fair value measurements during the year ended December 31, 2013:

			Fair Value Measurements at the End of the Reporting Period Using
	Carrying Value at December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Non-Cash Impairment Loss
Long-lived assets disposed of other than by sale	$	--	$	--	$	--	$	--	$	79.4
Long-lived assets held and used		44.6		--		--		44.6		9.0
Long-lived assets held for sale		0.6		--		--		0.6		3.4
Long-lived assets disposed of by sale		--		--		--		--		5.6
Total									$	97.4

Other Fair Value Information

The carrying amounts of cash and cash equivalents (including restricted cash balances), accounts receivable, commercial paper notes and accounts payable approximate their fair values based on their short-term nature. The estimated total fair value of our fixed-rate debt obligations was $19.51 billion and $22.16 billion at December 31, 2015 and 2014, respectively. The aggregate carrying value of these debt obligations was $20.87 billion and $20.48 billion at December 31, 2015 and 2014, respectively. These values are based on quoted market prices for such debt or debt of similar terms and maturities (Level 2), our credit standing and the credit standing of our counterparties. Changes in market rates of interest affect the fair value of our fixed-rate debt. The amounts reported for fixed-rate debt obligations as of December 31, 2015, exclude those amounts hedged using fixed-to-floating interest rate swaps. See "Interest Rate Hedging Activities" within this Note 14 for additional information. The carrying values of our variable-rate long-term debt obligations approximate their fair values since the associated interest rates are market-based. We do not have any long-term investments in debt or equity securities recorded at fair value.