Note 4. 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. The following table summarizes our portfolio of interest rate swaps at June 30, 2014:

Hedged Transaction	Number and Type of Derivatives Outstanding	Notional Amount		Period of Hedge	Rate Swap	Accounting Treatment
Senior Notes AA	10 fixed-to-floating swaps	$	750.0	1/2011 to 2/2016	3.2% to 1.2%	Fair value hedge
Undesignated swaps	6 floating-to-fixed swaps	$	600.0	5/2010 to 7/2014	0.2% to 2.0%	Mark-to-market

In July 2014, six undesignated floating-to-fixed swaps having an aggregate notional amount of $600.0 million, that were outstanding at June 30, 2014, expired. These swaps were accounted for as mark-to-market instruments with changes in fair value recorded in "Interest expense" on our Unaudited Condensed Statements of Consolidated Operations.

In connection with the issuance of Senior Notes II and HH in March 2013, we settled 16 forward starting swaps having an aggregate notional amount of $1.0 billion, that were outstanding at December 31, 2012, which resulted in cash losses totaling $168.8 million. These losses are a component of accumulated other comprehensive loss and are being amortized to earnings (as an increase in interest expense) over the forecasted hedge period of ten years using the effective interest method.

Commodity Hedging Activities

The prices of natural gas, NGLs, crude oil, refined products and petrochemical 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 June 30, 2014 (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)	2.2	n/a	Cash flow hedge
Forecasted sales of NGLs (MMBbls) (3)	0.6	n/a	Cash flow hedge
Octane enhancement:
Forecasted purchases of NGLs (MMBbls)	0.1	n/a	Cash flow hedge
Forecasted sales of octane enhancement products (MMBbls)	1.6	n/a	Cash flow hedge
Natural gas marketing:
Natural gas storage inventory management activities (Bcf)	3.3	n/a	Fair value hedge
NGL marketing:
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)	6.2	n/a	Cash flow hedge
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)	7.6	n/a	Cash flow hedge
Refined products marketing:
Forecasted purchases of refined products (MMBbls)	0.6	n/a	Cash flow hedge
Forecasted sales of refined products (MMBbls)	1.0	n/a	Cash flow hedge
Refined products inventory management activities (MMBbls)	0.2	n/a	Fair value hedge
Crude oil marketing:
Forecasted purchases of crude oil (MMBbls)	3.3	n/a	Cash flow hedge
Forecasted sales of crude oil (MMBbls)	5.0	n/a	Cash flow hedge
Derivatives not designated as hedging instruments:
Natural gas risk management activities (Bcf) (4,5)	73.1	12.6	Mark-to-market
Crude oil risk management activities (MMBbls) (5)	13.2	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 March 2015, August 2014 and October 2016, respectively. (3) Forecasted sales of NGL volumes under natural gas processing exclude 0.6 MMBbls of additional hedges executed under contracts that have been designated as normal sales agreements. (4) Current volumes include 37.7 Bcf of physical derivative instruments that are predominantly priced at a marked-based index plus a premium or minus a discount related to location differences. (5) Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.

At June 30, 2014, 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 the fair value of commodity products held in inventory, (iii) hedging natural gas processing margins, and (iv) hedging octane enhancement margins.

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
	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
	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	Other current assets	$	20.4	Other current assets	$	20.2	Other current liabilities	$	--	Other current liabilities	$	--
Interest rate derivatives	Other assets		6.9	Other assets		12.4	Other liabilities		--	Other liabilities		--
Total interest rate derivatives			27.3			32.6			--			--
Commodity derivatives	Other current assets		35.7	Other current assets		30.9	Other current liabilities		61.9	Other current liabilities		46.5
Commodity derivatives	Other assets		--	Other assets		--	Other liabilities		--	Other liabilities		0.3
Total commodity derivatives			35.7			30.9			61.9			46.8
Total derivatives designated as hedging instruments		$	63.0		$	63.5		$	61.9		$	46.8

Derivatives not designated as hedging instruments
Interest rate derivatives	Other current assets	$	--	Other current assets	$	--	Other current liabilities	$	2.6	Other current liabilities	$	7.8
Interest rate derivatives	Other assets		--	Other assets		--	Other liabilities		--	Other liabilities		--
Total interest rate derivatives			--			--			2.6			7.8
Commodity derivatives	Other current assets		7.5	Other current assets		7.6	Other current liabilities		4.0	Other current liabilities		5.5
Commodity derivatives	Other assets		0.9	Other assets		2.8	Other liabilities		0.3	Other liabilities		2.8
Total commodity derivatives			8.4			10.4			4.3			8.3
Total derivatives not designated as hedging instruments		$	8.4		$	10.4		$	6.9		$	16.1

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 of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Amounts of Assets Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet					Amounts That Would Have Been Presented On Net Basis
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Amounts of Assets Presented in the Balance Sheet		Financial Instruments			Cash Collateral Received		Amounts That Would Have Been Presented On Net Basis
	(i)		(ii)		(iii) = (i) – (ii)		(iv)					(v) = (iii) + (iv)
As of June 30, 2014:
Interest rate derivatives	$	27.3	$	--	$	27.3	$	(0.9	)	$	--	$	26.4
Commodity derivatives		44.1		--		44.1		(31.5	)		--		12.6
As of December 31, 2013:
Interest rate derivatives	$	32.6	$	--	$	32.6	$	(2.6	)	$	--	$	30.0
Commodity derivatives		41.3		--		41.3		(41.0	)		--		0.3

	Offsetting of Financial Liabilities and Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Balance Sheet		Amounts of Liabilities Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet						Amounts That Would Have Been Presented On Net Basis
	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 June 30, 2014:
Interest rate derivatives	$	2.6	$	--	$	2.6	$	(0.9	)	$	--		$	1.7
Commodity derivatives		66.2		--		66.2		(31.5	)		(22.4	)		12.3
As of December 31, 2013:
Interest rate derivatives	$	7.8	$	--	$	7.8	$	(2.6	)	$	--		$	5.2
Commodity derivatives		55.1		--		55.1		(41.0	)		( 9.3	)		4.8

Derivative assets and liabilities recorded on our Unaudited Condensed Consolidated Balance Sheets are presented on a gross-basis and determined at the individual transaction level. 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 this table, 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 this table.

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

Derivatives in Fair Value Hedging Relationships	Location	Gain (Loss) Recognized in Income on Derivative
		For the Three Months						For the Six Months
		Ended June 30,						Ended June 30,
		2014			2013			2014			2013
Interest rate derivatives	Interest expense	$	(2.5	)	$	(6.6	)	$	(5.4	)	$	(10.1	)
Commodity derivatives	Revenue		1.3			6.9			0.9			6.2
Total		$	(1.2	)	$	0.3		$	(4.5	)	$	(3.9	)

Derivatives in Fair Value Hedging Relationships	Location	Gain (Loss) Recognized in Income on Hedged Item
		For the Three Months						For the Six Months
		Ended June 30,						Ended June 30,
		2014			2013			2014			2013
Interest rate derivatives	Interest expense	$	2.5		$	6.5		$	5.4		$	9.9
Commodity derivatives	Revenue		(1.0	)		(4.9	)		(2.4	)		(11.6	)
Total		$	1.5		$	1.6		$	3.0		$	(1.7	)

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 Unaudited Condensed Consolidated Financial Statements during the periods presented.

The following tables present the effect of our derivative instruments designated as cash flow hedges on our Unaudited Condensed Statements of Consolidated Operations and Unaudited Condensed 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 Three Months					For the Six Months
	Ended June 30,					Ended June 30,
	2014			2013		2014			2013
Interest rate derivatives	$	--		$	--	$	--		$	6.7
Commodity derivatives – Revenue (1)		(32.9	)		34.1		(43.6	)		(13.5	)
Commodity derivatives – Operating costs and expenses (1)		0.1			--		1.6			--
Total	$	(32.8	)	$	34.1	$	(42.0	)	$	(6.8	)

(1) The fair value of these derivative instruments will be reclassified to their respective locations on the Unaudited Condensed 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 Three Months						For the Six Months
		Ended June 30,						Ended June 30,
		2014			2013			2014			2013
Interest rate derivatives	Interest expense	$	(8.0	)	$	(7.8	)	$	(15.9	)	$	(13.7	)
Commodity derivatives	Revenue		(15.4	)		7.2			(32.3	)		(0.5	)
Commodity derivatives	Operating costs and expenses		0.5			--			1.4			0.4
Total		$	(22.9	)	$	(0.6	)	$	(46.8	)	$	(13.8	)

Derivatives in Cash Flow Hedging Relationships	Location	Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
		For the Three Months						For the Six Months
		Ended June 30,						Ended June 30,
		2014			2013			2014			2013
Commodity derivatives	Revenue	$	0.1		$	(0.1	)	$	(0.1	)	$	(0.1	)
Commodity derivatives	Operating costs and expenses		(0.1	)		--			0.1			--
Total		$	--		$	(0.1	)	$	--		$	(0.1	)

Over the next twelve months, we expect to reclassify $34.0 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 $25.7 million of net losses attributable to commodity derivative instruments from accumulated other comprehensive loss to earnings, $26.8 million as a decrease in revenue and $1.1 million as a decrease in operating costs and expenses.

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

Derivatives Not Designated as Hedging Instruments	Location	Gain (Loss) Recognized in Income on Derivative
		For the Three Months						For the Six Months
		Ended June 30,						Ended June 30,
		2014			2013			2014			2013
Interest rate derivatives	Interest expense	$	--		$	(0.2	)	$	(0.1	)	$	(0.1	)
Commodity derivatives	Revenue		(6.6	)		14.2			(27.6	)		8.9
Total		$	(6.6	)	$	14.0		$	(27.7	)	$	8.8

Fair Value Measurements

Our fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk, in the principal market of the asset or liability at a specified measurement date. Recognized valuation techniques employ inputs such as contractual prices, quoted market prices or rates, operating costs, discount factors and business growth rates. These inputs may be either readily observable, corroborated by market data or generally unobservable. In developing our estimates of fair value, we endeavor to utilize the best information available and apply market-based data to the highest extent possible. Accordingly, we utilize valuation techniques (such as the market approach) that maximize the use of observable inputs and minimize the use of unobservable inputs.

A three-tier hierarchy has been established that classifies fair value amounts recognized in the financial statements based on the observability of inputs used to estimate such fair values. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, we categorize our financial assets and liabilities using this hierarchy.

Recurring Fair Value Measurements

The following tables set forth, by level within the fair value hierarchy, the carrying values of our financial assets and liabilities at June 30, 2014 and December 31, 2013. 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.

	June 30, 2014 Fair Value Measurements Using
	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant		Carrying
	Identical Assets		Observable		Unobservable		Value
	and Liabilities		Inputs		Inputs		at June 30,
	(Level 1)		(Level 2)		(Level 3)		2014
Financial assets:
Interest rate derivatives	$	--	$	27.3	$	--	$	27.3
Commodity derivatives		18.0		22.0		4.1		44.1
Total	$	18.0	$	49.3	$	4.1	$	71.4

Financial liabilities:
Interest rate derivatives	$	--	$	2.6	$	--	$	2.6
Commodity derivatives		32.1		32.6		1.5		66.2
Total	$	32.1	$	35.2	$	1.5	$	68.8

	December 31, 2013 Fair Value Measurements Using
	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant		Carrying
	Identical Assets		Observable		Unobservable		Value
	and Liabilities		Inputs		Inputs		at December 31,
	(Level 1)		(Level 2)		(Level 3)		2013
Financial assets:
Interest rate derivatives	$	--	$	32.6	$	--	$	32.6
Commodity derivatives		17.2		20.2		3.9		41.3
Total	$	17.2	$	52.8	$	3.9	$	73.9

Financial liabilities:
Interest rate derivatives	$	--	$	7.8	$	--	$	7.8
Commodity derivatives		30.8		23.6		0.7		55.1
Total	$	30.8	$	31.4	$	0.7	$	62.9

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 Six Months
		Ended June 30,
	Location	2014			2013
Financial asset (liability) balance, net, January 1		$	3.2		$	(1.5	)
Total gains (losses) included in:
Net income (1)	Revenue		4.6			(0.6	)
Settlements	Revenue		(0.1	)		1.5
Financial asset (liability) balance, net, March 31			7.7			(0.6	)
Total gains (losses) included in:
Net income (1)	Revenue		(3.3	)		(0.2	)
Settlements	Revenue		(1.8	)		0.6
Financial asset (liability) balance, net, June 30 (2)		$	2.6		$	(0.2	)

(1) There were $5.0 million and $0.5 million of unrealized losses included in these amounts for the three and six months ended June 30, 2014, respectively. There were unrealized gains of $0.4 million and $1.3 million included in these amounts for the three and six months ended June 30, 2013, respectively. (2) There were no transfers into or out of Level 3 during the three or six months ended June 30, 2014 and 2013.

The following table provides quantitative information about our recurring Level 3 fair value measurements at June 30, 2014:

	Fair Value
	Financial Assets		Financial Liabilities		Valuation Techniques	Unobservable Input	Range
Commodity derivatives – Crude oil	$	4.1	$	1.5	Discounted cash flow	Forward commodity prices	$94.16-$106.21/barrel

We believe forward commodity prices are the most significant unobservable inputs in determining our Level 3 recurring fair value measurements at June 30, 2014. 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.

Nonrecurring Fair Value Measurements

The following table summarizes our non-cash impairment charges by segment during each of the periods indicated:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2013		2014		2013
NGL Pipelines & Services	$	2.8	$	8.7	$	5.4	$	9.7
Onshore Natural Gas Pipelines & Services		0.1		--		0.3		--
Onshore Crude Oil Pipelines & Services		0.8		16.6		1.8		16.6
Petrochemical & Refined Products Services		--		1.8		5.0		11.8
Total	$	3.7	$	27.1	$	12.5	$	38.1

These impairment charges are a component of "Operating costs and expenses" on our Unaudited Condensed Statements of Consolidated Operations.

Our non-cash asset impairment charges for the six months ended June 30, 2014 primarily relate to the abandonment of assets classified as property, plant and equipment. The following table summarizes our non-recurring fair value measurements for the six months ended June 30, 2014:

			Fair Value Measurements Using
			Quoted Prices
			in Active		Significant
	Carrying		Markets for		Other		Significant		Total
	Value at		Identical		Observable		Unobservable		Non-Cash
	June 30,		Assets		Inputs		Inputs		Impairment
	2014		(Level 1)		(Level 2)		(Level 3)		Loss
Impairment of long-lived assets disposed of other than by sale	$	--	$	--	$	--	$	--	$	7.5
Impairment of long-lived assets to be disposed of by sale		0.1		--		--		0.1		5.0
Total									$	12.5

During the six months ended June 30, 2013, we recorded $38.1 million of non-cash asset impairment charges primarily due to the abandonment of assets classified as property, plant and equipment. Of this amount, $16.6 million relates to the abandonment of certain crude oil pipeline segments in Texas and Oklahoma, $10.0 million relates to the abandonment of certain refined products terminal and storage assets located in southeast Texas, and $6.3 million relates to the abandonment of an NGL storage cavern in Arizona. The following table summarizes our non-recurring fair value measurements for the six months ended June 30, 2013:

			Fair Value Measurements Using
			Quoted Prices
			in Active		Significant
	Carrying		Markets for		Other		Significant		Total
	Value at		Identical		Observable		Unobservable		Non-Cash
	June 30,		Assets		Inputs		Inputs		Impairment
	2013		(Level 1)		(Level 2)		(Level 3)		Loss
Impairment of long-lived assets disposed of other than by sale	$	--	$	--	$	--	$	--	$	29.8
Impairment of long-lived assets held and used		6.3		--		--		6.3		4.2
Impairment of long-lived assets to be disposed of by sale		34.6		33.8		--		0.8		4.1
Total									$	38.1

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 $20.35 billion and $18.4 billion at June 30, 2014 and December 31, 2013, respectively. The aggregate carrying value of these debt obligations was $18.38 billion and $17.36 billion at June 30, 2014 and December 31, 2013, 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 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.