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8-K - COPANO ENERGY FORM 8-K - Copano Energy, L.L.C.form8-k.htm
EX-99.2 - COPANO ENERGY PRESS RELEASE - Copano Energy, L.L.C.exhibit99-2.htm
Copano Energy
Bank of America - Merrill Lynch 2009 Energy Conference
New York, NY


NASDAQ: CPNO
November 17, 2009
 
 

 
Copano Energy
2
Disclaimer
Statements made by representatives of Copano Energy, L.L.C. (“Copano”) during this
presentation will include “forward-looking statements,” as defined in the federal securities laws.
All statements that address activities, events or developments that Copano expects, believes or
anticipates will or may occur in the future are forward-looking statements. Underlying these
forward-looking statements are certain assumptions made by Copano’s management based on
their experience and perception of historical trends, current conditions, expected future
developments and other factors management believes are appropriate under the circumstances.
Whether actual results and developments in the future will conform to Copano’s expectations is
subject to a number of risks and uncertainties, many of which are beyond Copano’s control. If
one or more of these risks or uncertainties materializes, or if underlying assumptions prove
incorrect, then Copano’s actual results may differ materially from those implied or expressed by
forward-looking statements made during this presentation. These risks and uncertainties include
the volatility of prices and market demand for natural gas and natural gas liquids; Copano’s ability
to complete any pending acquisitions and integrate any acquired assets or operations; Copano’s
ability to continue to obtain new sources of natural gas supply; the ability of key producers to
continue to drill and successfully complete and attach new natural gas supplies; Copano’s ability
to retain key customers; the availability of local, intrastate and interstate transportation systems
and other facilities to transport natural gas and natural gas liquids; Copano’s ability to access
sources of liquidity when needed and to obtain additional financing, if necessary, on acceptable
terms; the effectiveness of Copano’s hedging program; unanticipated environmental or other
liability; general economic conditions; the effects of government regulations and policies; and
other financial, operational and legal risks and uncertainties detailed from time to time in the Risk
Factors sections of Copano’s annual and quarterly reports filed with the Securities and Exchange
Commission.
Copano undertakes no obligation to update any forward-looking statements, whether as a result
of new information or future events.
 
 

 
Copano Energy
3
Introduction to Copano
 Serves natural gas producers in three leading producing
 regions
 Founded in 1992 - built through more than 50 acquisitions
 and major capital projects
Texas
South Texas and
North Texas
Oklahoma
Central and Eastern Oklahoma
Rocky Mountains
Wyoming’s Powder River Basin
 
 

 
Copano Energy
4
Key Metrics
 Service throughput volumes approximate 2 Bcf per day of natural
 gas(1)
 Approximately 6,700 miles of active pipelines
 7 natural gas processing plants with over 1 Bcf/d of combined
 processing capacity
 Equity market cap: $1.1 billion(2)
 Enterprise value: $1.9 billion(2)
 Copano has outperformed its peer group since its IPO with a total
 return of 154%(2) compared to the Alerian MLP Total Return Index
 (AMZX) total return of 61%(2) over the same period
(1) Based on 3Q09 results. Includes unconsolidated affiliates.
(2) As of November 11, 2009.
 
 

 
Copano Energy
5
Copano’s LLC Structure
Characteristic
Typical MLP
Copano Energy
Typical
Corporation
Non-Taxable
Entity
 
 
 
Tax Shield on
Distributions
 
 
 
Tax Reporting
 
 
 
General Partner
 
 
 
Incentive
Distribution Rights
 
 
 
Voting Rights
 
 
 
Schedule K-1
Schedule K-1
Form 1099
 
 

 
Copano Energy
6
Agenda
Throughput
Volume Outlook
Commodity
Prices and
Margin
Sensitivities
Capital Access
Distribution Policy
and Outlook
 
 

 
Copano Energy
 Total service throughput volumes decreased 3% from 2Q09 to 3Q09
 Processed volumes decreased 2% from 2Q09 to 3Q09
Total Volume Trends
Note: Includes affiliates, net of intercompany volumes.
 
 

 
Copano Energy
8
Actual Prices: 1/08 - 11/09
Forward Prices as of 11/9/09: 12/09 - 12/13
Oklahoma Natural Gas Price
Outlook
 
 

 
Copano Energy
Oklahoma Rich Gas vs. Lean Gas
(1) Full value prior to deduction of Copano’s margin. Excludes value of condensate and crude oil recovered by the
 producer at the wellhead.
(2) Implied NGL prices are based on a three-year historical regression analysis.
(3) Assumes 9 GPM gas with a Btu factor of 1.375 processed at Copano’s cryogenic plant, and field fuel of 6.25%.
(4) Assumes unprocessed gas with a Btu factor of 1.0 and field fuel of 6%.
9
Prices as of 11/9/09
 
 

 
Copano Energy
10
 Rich gas (primarily Hunton de-watering play)
  Drilling activity increasing due to current commodity prices and
 long-term price outlook
  3 rigs running currently in the Hunton and 12 rigs in other rich
 gas areas
  High BTU gas, processing upgrade and low geologic risk
 enhance drilling economics, but activity remains subject to
 market conditions
  4Q09 volumes are expected to be flat vs. 3Q09
 Lean gas (primarily Woodford Shale and Coalbed methane)
  Drilling activity increasing due to current commodity prices and
 long-term price outlook
  5 rigs currently running
  4Q09 volumes are expected to be slightly down from 3Q09
 due to lag between drilling and production
Oklahoma Volume Outlook
 
 

 
Copano Energy
11
Actual Prices: 1/08 - 11/09
Forward Prices as of 11/9/09: 12/09 - 12/13
South Texas Natural Gas Price
Outlook
 
 

 
Copano Energy
12
South Texas Volume Outlook
 Despite reduced rig counts, activity in the traditional supply area
 continues
 Pending acquisition of Transco McMullen lateral awaiting FERC
 approval
 4Q09 volumes are expected to be slightly down from 3Q09
 On November 13, 2009, Copano announced a joint venture
 with Kinder Morgan to provide gathering, transportation and
 processing services to gas producers in the Eagle Ford Shale
 
 

 
Copano Energy
13
North Texas Volume Outlook
 Copano’s Saint Jo processing and treating plant placed in service
 in September 2009
  Eliminates the need for third-party processing
  High efficiency and high recovery plant
 7 rigs running in the area with 12 rigs anticipated in early 2010
 Drilling economics are driven by associated crude oil production
 Production from this area requires a full slate of midstream
 services
 Based on drilling and fractionation schedules, plant inlet volumes
 are expected to decrease slightly in early 2010 before ramping up
 to anticipated levels by late 2010
 
 

 
Copano Energy
14
Actual Prices: 1/08 - 11/09
Forward Prices as of 11/9/09: 12/09 - 12/13
Rocky Mountains Natural Gas Price
Outlook
 
 

 
Copano Energy
15
Rocky Mountains Volume Outlook
 Development of extensive acreage dedication will be driven by drilling
 economics and commodity prices
 Timing of dewatering will also drive volume levels
 4Q09 volumes are expected to be flat vs. 3Q09 due to previously
 drilled wells
 For Bighorn, 130 previously drilled wells can be connected with
 minimal capital expenditures
  An additional 70 drilled wells can be connected with moderate capital
 expenditures
 On Fort Union, during the third and fourth quarters, roughly 150
 MMcf/d was temporarily shut in by producers due to commodity prices;
 by mid-October, volumes were back to near pre-shut-in levels
 
 

 
Copano Energy
Rocky Mountains Takeaway
 Capacity Outlook
Source: Bentek Energy, LLC
(1) Historical and future prices as of 11/3/09. 11/9/09 spot: $3.38/Mcf
16
(1)
 
 

 
Copano Energy
17
Commodity Prices and Margin
Sensitivities
Commodity
Prices and
Margin
Sensitivities
Distribution Policy
and Outlook
Capital Access
Throughput
Volume Outlook
 
 

 
Copano Energy
Oklahoma Commodity Prices
18
 
 

 
Copano Energy
19
Oklahoma Commercial Update
 Third Quarter 2009
  Total service throughput volumes: 260,000 MMBtu/d(1)
  Unit margin: $0.76/MMBtu(2)
  Margins from approximately 75% of contract volumes are directly
 correlated with NGL prices
  Significant percentage of contract volumes (51%) contain fee-based
 components, including volumes subject to minimum margin provisions
 Operated in full processing mode for third and fourth quarter 2009
 to date
(1) Excludes 13,857 MMBtu/d service throughput for Southern Dome, a majority-owned affiliate.
(2) Refers to Oklahoma segment gross margin ($18.3 million) divided by Oklahoma service throughput volumes
 (
268,000 MMBtu/d) for the period. See Appendix for reconciliation of Oklahoma segment gross margin.
 
 

 
Copano Energy
20
Texas Commodity Prices
 
 

 
Copano Energy
21
Texas Commercial Update
 Third Quarter 2009
  Total service throughput volumes: 613,000 MMBtu/d(1)
  Unit margin: $0.48/MMBtu(2)
  Margins from approximately 85% of contract volumes are directly
 correlated with NGL prices
  Approximately 91% of contract volumes have fee-based components,
 including volumes subject to minimum margin provisions
 Operated in full processing mode for third and fourth quarter 2009
 to date
(1) Excludes 72,985 MMBtu/d service throughput for Webb Duval, a majority-owned affiliate.
(2) Refers to Texas segment gross margin ($26.9 million) divided by Texas service throughput volumes (613,000
 MMBtu/d) for the period. See Appendix for reconciliation of Texas segment gross margin.
 
 

 
Copano Energy
22
Texas Fractionation Strategy
 Capacity at NGL fractionation facilities along the Texas Gulf Coast
 has become constrained
 For a portion of the second and third quarters of 2009, Copano
 realized lower revenue for sales of mixed NGLs from the tailgate of
 the Houston Central plant under a short term pricing arrangement
  In August, Copano entered into a new contract to sell NGLs from
 Houston Central at a higher price
 Utilizing Houston Central’s fractionation unit and extensive tailgate
 NGL pipelines, Copano plans to produce purity products by 2Q
 2010
  Copano is expanding its de-ethanization capacity in order to produce
 purity ethane and propane
  Iso-butane and normal butane will be sold as purity products by tank
 truck
 
 

 
Copano Energy
23
Rocky Mountains Commercial
Update
 Third Quarter 2009
  Total service throughput volumes:
  Consolidated affiliates (producer services): 157,000 MMBtu/d
  Unconsolidated affiliates:
 § Bighorn: 190,000 MMBtu/d
 § Fort Union: 762,000 MMBtu/d
 All Bighorn and Fort Union margins are fixed fee
 Virtually all producer services margins are fixed margin
 
 

 
Copano Energy
Combined Commodity-Sensitive Segment Margins
 and Hedging Settlements
 Copano’s hedge portfolio supports cash flow stability based on
 combined segment gross margins and cash hedging settlements
 
 

 
Copano Energy
25
Commodity-Related Margin
Sensitivities
Note: Please see Appendix for definitions of processing modes and additional details.
 Matrix reflects 3Q09 wellhead and plant inlet volumes,
 adjusted using Copano’s 2009 planning model
(1) Consists of Texas and Oklahoma Segment gross margins.
 
 

 
Copano Energy
26
Combined Commodity-Sensitive Segment Margins
 and Hedging Settlements
(1) Does not include non-cash expenses included in Corporate and Other for purposes of calculating Total Segment
 Gross Margin. See Appendix for reconciliation of Total Segment Gross Margin.
(2) Reflects prices as of 11/9/09.
 
 

 
Copano Energy
27
Capital Access
Capital Access
Distribution Policy
and Outlook
Commodity
Prices and
Margin
Sensitivities
Throughput
Volume Outlook
 
 

 
Copano Energy
28
Capital Access
 Copano has no need to access capital markets to support
 currently approved projects
  At September 30, 2009:
 ($ in millions)
 Debt access available
 Equity access available privately
  Would only make sense for accretive transactions or projects
(1) Includes Copano’s net share for unconsolidated affiliates. Does not include future potential acquisitions.
(2) Includes integration costs. The McMullen Lateral acquisition remains subject to FERC approval.
 
 

 
Copano Energy
29
Liquidity and Debt Facilities
 At September 30, 2009:
  Cash: $35 million
  $550 million revolving credit facility
  Approximately $290 million available
  Remaining term: approximately 3.1 years
  LIBOR + 175 bps
  $582 million senior notes
  $332,665,000 8 ⅛% due 2016
  $249,525,000 7 ¾% due 2018
  Weighted average rate: 7.96%
  Weighted average maturity: 7.4 years
 
 

 
Copano Energy
 Senior Secured Revolving Credit Facility
  $550 million facility with $100 million accordion
  Maintenance tests:
  5x total debt to defined EBITDA(1) limitation
 § 3.99x at September 30, 2009
  Minimum required interest coverage 2.5x defined EBITDA
 § 3.41x at September 30, 2009
  Defined EBITDA adds back hedge amortization and other non-cash
 expenses
  Following an acquisition, Copano may increase total debt to defined
 EBITDA limitation to 5.5x for three quarters
 Senior Notes
  Incurrence tests:
  Minimum defined EBITDA to interest test of 2.00x for debt incurrence
  Minimum defined EBITDA to interest test of 1.75x for restricted payments
  Defined EBITDA is similar to that for credit facility
30
Key Debt Terms and Covenants
(1) See this Appendix for reconciliation of defined EBITDA, which is referred to in our credit facility as
 “Consolidated EBITDA.”
 
 

 
Copano Energy
31
Distribution Policy and Outlook
Distribution Policy
and Outlook
Capital Access
Commodity
Prices and
Margin
Sensitivities
Throughput
Volume Outlook
 
 

 
Copano Energy
32
Distribution Track Record
 On October 14, 2009, Copano announced a cash distribution for
 the third quarter of 2009 of $0.575 per common unit
(3)(4)
(5)
(1) All pre-1Q 2007 distributions are adjusted to reflect Copano’s 3/30/07 two-for-one unit split.
(2) Assumes generic MLP splits with 10%, 25% & 50% increases in distributable cash flow to LP units resulting in
 incremental 13%, 23% and 48% increases in the percentage of total distributable cash flow applicable to the GP.
(3) Actual $0.10 distribution per unit was for the period from November 15, 2004 through December 31, 2004.
(4) 4Q 2004 annualized.
(5) First nine months of 2009 annualized.
 
 

 
Copano Energy
33
Distribution Outlook
Driver
Potential 2011 - 2012
Annual Incremental
Total DCF Impact(1)
($ in millions)
Comments and Risk
Factors
Forward Commodity Prices
(3Q09 vs. 2012 forward
curve(2) and without hedges)
$47
 Reflects November 2009
 forward curve(2)
 Future market conditions
North Texas(2)
$35 - $45
 Resource play
 Drilling activity
 Product prices
 New suppliers
Rocky Mountains
$20 - $40
 Resource play
 Drilling activity
 Dewatering rates
 Fort Union expansion
 New projects
South Texas expansion and
integration projects, including
Transco McMullen Lateral(2)
$20 - $25
 FERC approval
 Product prices
 New attachments
(1) Compared to 3Q09 annualized levels. See Appendix for an explanation of how we calculate total distributable
 cash flow.
(2) Reflects November 2009 forward price curves with regression-based NGL prices.
 
 

 
Copano Energy
34
Distribution Outlook
Driver
Potential 2011 - 2012
Annual Incremental
Total DCF Impact(1)
($ in millions)
Comments and Risk
Factors
Oklahoma Volumes(2)
$15 - $20
 Resource play
 Drilling activity
 Product prices
Future Acquisitions and Major
Projects
TBD
 Opportunities
 Execution
(1) Compared to 3Q09 annualized levels. See Appendix for an explanation of how we calculate total distributable
 cash flow.
(2) Reflects November 2009 forward price curves with regression-based NGL prices.
 
 

 
Copano Energy
 On October 14, 2009, EnergyPoint Research, Inc. announced
 results of its Natural Gas Midstream Services Survey
 Copano placed first overall among 16 midstream energy
 companies. Copano also rated first in many categories for
 gathering and processing/treating
#1 in Customer Satisfaction
 
 

 
Copano Energy
 Current cash flow trends remain solid
 Forward market prices should drive increased drilling activity in our
 cost-competitive operating regions
 Copano’s liquidity and access to capital remain strong
 Copano continues to enjoy an abundant opportunity environment
36
Conclusions
 
 

 
Copano Energy
37
Appendix
 
 

 
Copano Energy
38
Oklahoma Assets
Appendix
 
 

 
Copano Energy
South Texas Assets
Appendix
(1) The McMullen Lateral acquisition remains subject to FERC approval.
(1)
 
 

 
Copano Energy
40
North Texas Assets
Appendix
 
 

 
Copano Energy
Rocky Mountains Assets
Appendix
 
 

 
Copano Energy
42
Processing Modes
 Full Recovery
 Ethane Rejection
 Conditioning Mode
 Texas and Oklahoma - If the value of
 recovered NGLs exceeds the fuel and gas
 shrinkage costs of recovering NGLs
 Texas - If the value of recovered NGLs is less
 than the fuel and gas shrinkage cost of
 recovering NGLs (available at Houston
 Central plant and at Saint Jo plant in North
 Texas)
 Texas and Oklahoma - If the value of ethane
 is less than the fuel and shrinkage costs to
 recover ethane (in Oklahoma, ethane
 rejection at Paden plant is limited by nitrogen
 rejection facilities)
Appendix
 
 

 
Copano Energy
43
Oklahoma Contract Mix
 Third quarter 2009 contract mix(1)
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries.
(2) Excludes 13,857 MMBtu/d service throughput for Southern Dome, a majority-owned affiliate.
 
 

 
Copano Energy
44
Oklahoma Net Commodity
Exposure
Note: See explanation of processing modes in this Appendix. Values reflect rounding.
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries.
(2) Ethane rejection at Paden plant is limited by nitrogen rejection facilities.
(3) Reflects impact of producer delivery point allocations, offset by field condensate collection and stabilization.
Appendix
 
 

 
Copano Energy
45
Oklahoma Net Commodity
Exposure
(1)
Appendix
Note: See explanation of processing modes in this Appendix.
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries. Based on 3Q09 daily
 wellhead/plant inlet volumes.
 
 

 
Copano Energy
46
Oklahoma Commodity Price
Sensitivities
 Oklahoma segment gross margins excluding hedge
 settlements
  Matrix reflects 3Q09 volumes, adjusted using Copano’s 2009
 planning model
Appendix
 
 

 
Copano Energy
47
Texas Contract Mix
 Third quarter 2009 contract mix(1)
Appendix
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries.
(2) Excludes 72,985 MMBtu/d service throughput for Webb Duval, a majority-owned affiliate.
 
 

 
Copano Energy
48
Texas Net Commodity Exposure
Note: See explanation of processing modes in this Appendix.
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries. Based on 3Q09 daily
 wellhead/plant inlet volumes.
(2) Fractionation at Houston Central processing plant permits significant reductions in ethane recoveries in ethane
 rejection mode and full ethane rejection in conditioning mode. To optimize profitability, plant operations can
 also be adjusted to partial recovery mode.
(3) At the Houston Central processing plant, pentanes+ may be sold as condensate.
Appendix
 
 

 
Copano Energy
49
Texas Net Commodity Exposure(1)
Note: See explanation of processing modes in this Appendix.
(1) Source: Copano Energy internal financial planning models for consolidated subsidiaries. Based on 3Q09 daily
 wellhead/plant inlet volumes.
 
 

 
Copano Energy
50
Texas Commodity Price
Sensitivities
 Texas segment gross margins excluding hedge settlements
  Matrix reflects 3Q09 volumes and operating conditions,
 adjusted using Copano’s 2009 planning model
Appendix
 
 

 
Copano Energy
51
Rocky Mountains Sensitivities
Appendix
Note: See this Appendix for reconciliation of Adjusted EBITDA. Values reflect rounding.
(1) Impact on Adjusted EBITDA based on Copano’s interest in the unconsolidated affiliate.
 Third Quarter 2009
  Adjusted EBITDA volume sensitivity (positive or negative impact)
  Consolidated (producer services): 10,000 MMBtu/d = $28,000
  Unconsolidated affiliates:
 § Bighorn: 10,000 MMBtu/d = $249,000(1)
 § Fort Union: 10,000 MMBtu/d = $70,000(1)
 
 

 
Copano Energy
52
Hedging Impact
of Commodity Price Sensitivities
 Commodity hedging program supplements cash flow in 2009
 through 2011 during less favorable commodity price periods
Appendix
Note: For calendar 2012, Copano currently has WTI crude puts of 300 barrels per day with a strike price of $79/Bbl.
 
 

 
Copano Energy
53
Hedging Impact
 Fourth Quarter 2009 NGLs Hedge Settlement Matrix
 
Note: All hedge instruments are reported in Copano’s SEC filings. Hedge settlements are based on monthly average
 Mt. Belvieu NGL and NYMEX WTI prices. Positive amounts reflect payments from hedge counterparties under
 swap and put option instruments. Negative amounts reflect payments to hedge counterparties under swap
 instruments.
Appendix
 
 

 
Copano Energy
54
Hedging Impact
 2010 NGLs Hedge Settlement Matrix
Note: All hedge instruments are reported in Copano’s SEC filings. Hedge settlements are based on monthly average
 Mt. Belvieu NGL and NYMEX WTI prices. Positive amounts reflect payments from hedge counterparties under
 swap and put option instruments. Negative amounts reflect payments to hedge counterparties under swap
 instruments.
Appendix
 
 

 
Copano Energy
55
Hedging Impact
 2011 NGLs Hedge Settlement Matrix
Note: All hedge instruments are reported in Copano’s SEC filings. Hedge settlements are based on monthly average
 Mt. Belvieu NGL and NYMEX WTI prices. Positive amounts reflect payments from hedge counterparties under
 swap and put option instruments. Negative amounts reflect payments to hedge counterparties under swap
 instruments.
Appendix
 
 

 
Copano Energy
56
Hedging Impact
 2012 NGLs Hedge Settlement Matrix
Note: All hedge instruments are reported in Copano’s SEC filings. Hedge settlements are based on monthly average
 Mt. Belvieu NGL and NYMEX WTI prices. Positive amounts reflect payments from hedge counterparties under
 swap and put option instruments. Negative amounts reflect payments to hedge counterparties under swap
 instruments.
Appendix
 
 

 
Copano Energy
57
Hedging Impact
 2009 - 2011 Natural Gas Hedge Settlement Matrix
Note: All hedge instruments are reported in Copano’s SEC filings. Hedge settlements are based on first of the month
 Houston Ship Channel and CenterPoint East natural gas prices. Positive amounts reflect payments from hedge
 counterparties under call and put option instruments.
Appendix
 
 

 
Copano Energy
58
 At September 30, 2009:
  Moody’s
  Corporate Family Rating: Ba3
  Senior Unsecured Rating: B1
  Outlook: Stable
  Standard & Poor’s
  Corporate Credit Rating: BB-
  Senior Unsecured Rating: B+
  Outlook: Stable
Credit Ratings
 
 

 
Copano Energy
59
Limited Liability Company Agreement
 Distributions based on “Available Cash”
  Cash on hand at the end of a quarter less reserves established
 by the Board
  Board may increase or decrease reserves quarterly
 Since IPO and as of September 30, 2009:
  Initial available cash and reserve at IPO: $20 million
  Cumulative cash from operations: $476 million
  Cumulative distributions: $376 million
  Cumulative reserves established by the Board: $150 million
Appendix
 
 

 
Copano Energy
60
Oil Price Trends
(1) As of November 9, 2009.
Appendix
 
 

 
Copano Energy
61
Natural Gas Price Trends
(1) As of November 9, 2009.
Appendix
 
 

 
Copano Energy
62
Reconciliation of Non-GAAP
Financial Measures
Segment Gross Margin and Total Segment Gross Margin
 We define segment gross margin, with respect to a Copano operating segment, as segment revenue less cost of sales. Cost of sales includes the following:
 cost of natural gas and NGLs purchased from third parties, cost of natural gas and NGLs purchased from affiliates, cost of crude oil purchased from third
 parties, costs paid to third parties to transport volumes and costs paid to affiliates to transport volumes. Total segment gross margin is the sum of the
 operating segment gross margins and the results of Copano’s risk management activities that are included in Corporate and other. We view total segment
 gross margin as an important performance measure of the core profitability of our operations. Segment gross margin allows Copano’s senior management
 to compare volume and price performance of the segments and to more easily identify operational or other issues within a segment. The GAAP measure
 most directly comparable to total segment gross margin is operating income.
Appendix
 
 

 
Copano Energy
63
Reconciliation of Non-GAAP
Financial Measures
Adjusted EBITDA
 We define EBITDA as net income (loss) plus interest expense, provision for income taxes and depreciation and amortization expense. Because a portion of
 our net income (loss) is attributable to equity in earnings (loss) from our equity investees (which include Bighorn, Fort Union, Webb Duval and Southern
 Dome), our management also calculates Adjusted EBITDA to reflect the depreciation and amortization expense embedded in equity in earnings (loss) from
 unconsolidated affiliates. Specifically, our management determines Adjusted EBITDA by adding to EBITDA (i) the amortization expense attributable to the
 difference between our carried investment in each unconsolidated affiliate and the underlying equity in its net assets, (ii) the portion of each unconsolidated
 affiliate’s depreciation and amortization expense, which is proportional to our ownership interest in that unconsolidated affiliate and (iii) the portion of each
 unconsolidated affiliate’s interest and other financing costs, which is proportional to our ownership interest in that unconsolidated affiliate.
 External users of our financial statements such as investors, commercial banks and research analysts use EBITDA or Adjusted EBITDA, and our
 management uses Adjusted EBITDA, as a supplemental financial measure to assess:
  The financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
  The ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;
  Our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to
 financing or capital structure; and
  The viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.
 The following table presents a reconciliation of the portion of our EBITDA and Adjusted EBITDA attributable to each of our segments to the GAAP financial
 measure of net income (loss):
Appendix
 
 

 
Copano Energy
64
Reconciliation of Non-GAAP
Financial Measures
Consolidated EBITDA
§ EBITDA is also a financial measure that, with negotiated pro forma adjustments relating to acquisitions completed during the
 period, is reported to our lenders as Consolidated EBITDA and is used to compute our financial covenants under our senior
 secured revolving credit facility.
§ The following table presents a reconciliation of the non-GAAP financial measure of Consolidated EBITDA to the GAAP
 financial measure of net income (loss):
Appendix
 
 

 
Copano Energy
65
Definitions of Non-GAAP
Financial Measures
Total Distributable Cash Flow
§ We define total distributable cash flow as net income plus: (i) depreciation, amortization and impairment expense (including
 amortization expense relating to the option component of our risk management portfolio); (ii) cash distributions received from
 investments in unconsolidated affiliates and equity losses from such unconsolidated affiliates; (iii) provision for deferred
 income taxes; (iv) the subtraction of maintenance capital expenditures; (v) the subtraction of equity in earnings from
 unconsolidated affiliates and (vi) the addition of losses or subtraction of gains relating to other miscellaneous non-cash
 amounts affecting net income for the period, such as equity-based compensation, mark-to-market changes in derivative
 instruments, and our line fill contributions to third-party pipelines and gas imbalances. Maintenance capital expenditures are
 capital expenditures employed to replace partially or fully depreciated assets to maintain the existing operating capacity of
 our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system
 volumes and related cash flows.
§ Total distributable cash flow is a significant performance metric used by senior management to compare basic cash flows
 generated by us (prior to the establishment of any retained cash reserves by our Board of Directors) to the cash distributions
 we expect to pay our unitholders, and it also correlates with the metrics of our existing debt covenants. Using total
 distributable cash flow, management can quickly compute the coverage ratio of estimated cash flows to planned cash
 distributions. Total distributable cash flow is also an important non-GAAP financial measure for our unitholders because it
 serves as an indicator of our success in providing a cash return on investment — specifically, whether or not we are
 generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. Total distributable
 cash flow is also used by industry analysts with respect to publicly traded partnerships and limited liability companies
 because the market value of such entities’ equity securities is significantly influenced by the amount of cash they can
 distribute to unitholders.
Appendix
 
 

 
Copano Energy
NASDAQ: CPNO
November 2009