Business Acquisitions (Tables)

3 Months Ended

Mar. 31, 2015

Pro Forma Consolidated Results of Operations

The following summarized unaudited pro forma consolidated statement of operations information for the three months ended March 31, 2015 and March 31, 2014 assumes that the Partnership’s acquisition of APL and our acquisition of ATLS had occurred as of January 1, 2014. We prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma financial results may not be indicative of the results that would have occurred if we had completed this acquisition as of January 1, 2014, or that the results that will be attained in the future. Amounts presented below are in millions, except for the per unit amounts:

	March 31, 2015		March 31, 2014
	Pro Forma		Pro Forma

Revenues	$	1,994.0	$	2,944.4
Net income		18.7		83.0

Consideration Transferred to Acquire ATLS and APL

The following table summarizes the consideration transferred to acquire ATLS and APL:

Fair Value of Consideration Transferred:
Cash paid, net of cash acquired (1)
TRC	$	745.7
TRP		852.3
Common shares of TRC		1,008.5
Replacement restricted stock units awarded (2)		5.2
Common units of TRP		2,421.1
Replacement phantom units awarded (2)		15.0
Total	$	5,047.8

(1)

Net of cash acquired of $17.2 million, including $7.3 million to be received by us as part of the Atlas mergers, representing the one-time cash payment from the Partnership for the APL common units owned by ATLS. The one-time cash payment was paid by the Partnership in February 2015 and received by us from the transfer agent in April 2015. The receivable from the transfer agent is reflected in Other, net cash flows from investing activities on the Consolidated Statements of Cash Flows as of March 31, 2015.

(2)

The fair value of consideration transferred in the form of replacement restricted stock unit awards and replacement phantom unit awards represent the allocation of the fair value of the awards to the pre-combination service period. The fair value of the awards associated with the post-combination service period will be recognized over the remaining service period of the award.

Preliminary Fair Value Determination Related to the Atlas Mergers

As of February 27, 2015, our preliminary fair value determination related to the Atlas mergers was as follows. The excess of the purchase price over the estimated fair value of net assets acquired was approximately $628.5 million, which was recorded as goodwill. This determination is based on our preliminary valuation and is subject to revisions pending the completion of the valuation and other adjustments.

Preliminary fair value determination:	February 27, 2015
Trade and other current receivables, net	$	183.9
Other current assets		26.5
Assets from risk management activities		102.1
Property, plant and equipment		4,944.0
Investments in unconsolidated affiliates		273.7
Intangible assets		1,035.0
Other long-term assets		6.7
Current liabilities, less current portion of long-term debt		(234.0	)
Long-term debt		(1,573.8	)
Deferred income tax liabilities, net		(30.2	)
Other long-term liabilities		(10.7	)
Noncontrolling interest in subsidiaries		(303.9	)
Total preliminary fair value determination	$	4,419.3
Goodwill	$	628.5