Attached files
file | filename |
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8-K - FORM 8-K - El Paso Pipeline Partners, L.P. | h77911e8vk.htm |
EX-4.2 - EX-4.2 - El Paso Pipeline Partners, L.P. | h77911exv4w2.htm |
EX-10.5 - EX-10.5 - El Paso Pipeline Partners, L.P. | h77911exv10w5.htm |
EX-10.2 - EX-10.2 - El Paso Pipeline Partners, L.P. | h77911exv10w2.htm |
EX-10.3 - EX-10.3 - El Paso Pipeline Partners, L.P. | h77911exv10w3.htm |
EX-10.4 - EX-10.4 - El Paso Pipeline Partners, L.P. | h77911exv10w4.htm |
EX-10.1 - EX-10.1 - El Paso Pipeline Partners, L.P. | h77911exv10w1.htm |
EX-99.2 - EX-99.2 - El Paso Pipeline Partners, L.P. | h77911exv99w2.htm |
Exhibit 99.1
SOUTHERN NATURAL GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions)
(Unaudited)
(In millions)
(Unaudited)
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Operating revenues |
$ | 134 | $ | 124 | $ | 410 | $ | 369 | ||||||||
Operating expenses |
||||||||||||||||
Operation and maintenance |
41 | 48 | 116 | 130 | ||||||||||||
Depreciation and amortization |
15 | 14 | 44 | 41 | ||||||||||||
Taxes, other than income taxes |
7 | 5 | 21 | 20 | ||||||||||||
63 | 67 | 181 | 191 | |||||||||||||
Operating income |
71 | 57 | 229 | 178 | ||||||||||||
Earnings from unconsolidated affiliate |
4 | 3 | 11 | 8 | ||||||||||||
Other income, net |
1 | 1 | 3 | 2 | ||||||||||||
Interest and debt expense |
(16 | ) | (16 | ) | (48 | ) | (48 | ) | ||||||||
Affiliated interest income |
| | 1 | 1 | ||||||||||||
Net income |
$ | 60 | $ | 45 | $ | 196 | $ | 141 | ||||||||
See accompanying notes.
SOUTHERN NATURAL GAS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
(In millions)
(Unaudited)
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 6 | $ | | ||||
Accounts and notes receivable |
||||||||
Customer |
2 | 7 | ||||||
Affiliates |
56 | 64 | ||||||
Other |
20 | 2 | ||||||
Materials and supplies |
16 | 15 | ||||||
Other |
15 | 9 | ||||||
Total current assets |
115 | 97 | ||||||
Property, plant and equipment, at cost |
3,837 | 3,709 | ||||||
Less accumulated depreciation and amortization |
1,397 | 1,411 | ||||||
Total property, plant and equipment, net |
2,440 | 2,298 | ||||||
Other assets |
||||||||
Investment in unconsolidated affiliate |
57 | 79 | ||||||
Note receivable from affiliate |
| 112 | ||||||
Other |
75 | 73 | ||||||
132 | 264 | |||||||
Total assets |
$ | 2,687 | $ | 2,659 | ||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||
Current liabilities |
||||||||
Accounts payable |
||||||||
Trade |
$ | 17 | $ | 19 | ||||
Affiliates |
31 | 27 | ||||||
Other |
36 | 16 | ||||||
Taxes payable |
20 | 9 | ||||||
Accrued interest |
18 | 18 | ||||||
Asset retirement obligation |
15 | 14 | ||||||
Other |
7 | 5 | ||||||
Total current liabilities |
144 | 108 | ||||||
Long-term debt |
910 | 910 | ||||||
Other liabilities |
28 | 27 | ||||||
Commitments and contingencies (Note 4) |
||||||||
Partners capital |
1,605 | 1,614 | ||||||
Total liabilities and partners capital |
$ | 2,687 | $ | 2,659 | ||||
See accompanying notes.
SOUTHERN NATURAL GAS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
(In millions)
(Unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 196 | $ | 141 | ||||
Adjustments to reconcile net income to net cash from operating activities |
||||||||
Depreciation and amortization |
44 | 41 | ||||||
Earnings from unconsolidated affiliate, adjusted for cash distributions |
22 | 2 | ||||||
Other non-cash income items |
| (2 | ) | |||||
Asset and liability changes |
(21 | ) | 13 | |||||
Net cash provided by operating activities |
241 | 195 | ||||||
Cash flows from investing activities |
||||||||
Capital expenditures |
(120 | ) | (117 | ) | ||||
Net change in note receivable from affiliate |
100 | 51 | ||||||
Acquisition |
(18 | ) | | |||||
Proceeds from sale of asset |
8 | | ||||||
Net cash used in investing activities |
(30 | ) | (66 | ) | ||||
Cash flows from financing activities |
||||||||
Distributions to partners |
(205 | ) | (129 | ) | ||||
Net cash used in financing activities |
(205 | ) | (129 | ) | ||||
Net change in cash and cash equivalents |
6 | | ||||||
Cash and cash equivalents |
||||||||
Beginning of period |
| | ||||||
End of period |
$ | 6 | $ | | ||||
See accompanying notes.
SOUTHERN NATURAL GAS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Unaudited)
1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
We
prepared these interim unaudited condensed consolidated financial
statements under the rules and regulations of the United States Securities and Exchange
Commission. Because this is an interim period filing presented using
a condensed format, it does not include all of the disclosures required by U.S.
generally accepted accounting principles. You
should read this report along with our consolidated financial statements as of December 31,
2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007 included in the
El Paso Pipeline Partners, L.P. 2009 Annual Report on Form 10-K (EPB 10-K),
which contains a summary of our significant accounting policies and other disclosures. The
financial statements as of September 30, 2010, and for the quarters and nine months ended September
30, 2010 and 2009, are unaudited. We derived the condensed consolidated balance sheet as of
December 31, 2009, from our audited balance sheet included in the EPB 10-K. In
our opinion, we have made adjustments, all of which are of a normal, recurring nature to fairly
present our interim period results. Due to the seasonal nature of our business, information for
interim periods may not be indicative of our operating results for the entire year.
In June 2010, El Paso Pipeline Partners, L.P. (EPB) acquired an additional 20 percent
ownership interest in us from El Paso Corporation (El Paso). The acquisition increased EPBs
interest in us to 45 percent with El Paso retaining the remaining 55 percent.
Significant Accounting Policies
The following is an update of our significant accounting policies and accounting
pronouncements issued and adopted during the nine months ended September 30, 2010.
Transfers of Financial Assets. On January 1, 2010, we adopted an accounting standards update
for financial asset transfers. Among other items, this update requires the sale of an entire
financial asset or a proportionate interest in a financial asset in order to qualify for sale
accounting. These changes were effective for sales of financial assets occurring on or after
January 1, 2010. In January 2010, we terminated our prior accounts receivable sales program under
which we previously sold a senior interest in certain accounts receivable to a third party
financial institution (through a wholly-owned special purpose entity). As a result, the adoption
of this accounting standards update did not have a material impact on our financial statements.
Upon termination of the prior accounts receivable sales program, we entered into a new accounts
receivable sales program under which we sell certain accounts receivable in their entirety to the
third party financial institution (through a wholly-owned special purpose entity). The transfer of
these receivables qualifies for sale accounting under the provisions of this accounting standards
update. We present the cash flows related to the prior and new accounts receivable sales programs
as operating cash flows in our statements of cash flows. For further information, see Note 5.
Variable Interest Entities. On January 1, 2010, we adopted an accounting standards update for
variable interest entities that revise how companies determine the primary beneficiary of these
entities, among other changes. Companies are now required to use a qualitative approach based on
their responsibilities and power over the entities operations, rather than a quantitative approach
in determining the primary beneficiary as previously required. The adoption of this accounting
standards update did not have a material impact on our financial statements.
2. Acquisition / Divestiture
During the first quarter of 2010, we purchased certain pipeline assets from Elba Express
Company, L.L.C. (Elba Express), our affiliate, for $18 million and sold certain pipeline assets to
Elba Express for net proceeds of $8 million. We recorded both the purchase and sale
at their historical cost and accordingly, we recognized no gain or loss on these transactions.
3. Fair Value of Financial Instruments
At September 30, 2010 and December 31, 2009, the carrying amounts of cash and cash equivalents
and current receivables and payables represented fair value because of the short-term nature of
these instruments. At September 30, 2010 and December 31, 2009, we had an interest bearing note
receivable from El Paso of approximately $54 million and $154 million due upon demand, with a
variable interest rate of 1.5% in both periods. While we are exposed to changes in interest income
based on changes to the variable interest rate, the fair value of this note receivable approximates
its carrying value due to the note being due on demand and the market-based nature of the interest
rate.
In addition, the carrying amounts of our long-term debt and their estimated fair values, which
are based on quoted market prices for the same or similar issues, are as follows:
September 30, 2010 | December 31, 2009 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(In millions) | ||||||||||||||||
Long-term debt, including current maturities |
$ | 910 | $ | 1,025 | $ | 910 | $ | 977 |
4. Commitments and Contingencies
Legal Proceedings
We and our affiliates are named defendants in numerous legal proceedings and claims that
arise in the ordinary course of our business. For each of these matters, we evaluate the merits of
the case or claim, our exposure to the matter, possible legal or settlement strategies and the
likelihood of an unfavorable outcome. If we determine that an unfavorable outcome is probable and
can be estimated, we establish the necessary accruals. While the outcome of these matters cannot be
predicted with certainty, and there are still uncertainties related to the costs we may incur,
based upon our evaluation and experience to date, we believe we have established appropriate
reserves for these matters. It is possible, however, that new information or future developments
could require us to reassess our potential exposure related to these matters and adjust our
accruals accordingly, and these adjustments could be material. At September 30, 2010, we accrued
approximately $2 million for our outstanding legal proceedings.
Environmental Matters
We are subject to federal, state and local laws and regulations governing environmental
quality and pollution control. These laws and regulations require us to remove or remedy the effect
of the disposal or release of specified substances at current and former operating sites. At
September 30, 2010 and December 31, 2009, we have accrued less than $1 million for expected
remediation costs and associated onsite, offsite and groundwater technical studies.
Our environmental remediation projects are in various stages of completion. Our recorded
liabilities reflect our current estimates of amounts we will expend to remediate these sites.
However, depending on the stage of completion or assessment, the ultimate extent of contamination
or remediation required may not be known. As additional assessments occur or remediation efforts
continue, we may incur additional liabilities.
Superfund Matters. Included in our recorded environmental liabilities are projects where we
have received notice that we have been designated or could be designated as a Potentially
Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA), commonly known as Superfund, or state equivalents for one active site. Liability
under the federal CERCLA statute may be joint and several, meaning that we could be required to pay
in excess of our pro rata share of remediation costs. We consider the financial strength of other
PRPs in estimating our liabilities.
We expect to make capital expenditures for environmental matters of approximately $2 million
in the aggregate for the remainder of 2010 through 2014, primarily, to be expended from 2010 to
2013 associated with the impact of the Environment Protection Agency (EPA) rule related to
emissions of hazardous air pollutants from reciprocating internal combustion engines which was
finalized in August 2010. Our engines that are subject to the regulations have to be in compliance
by October 2013.
It is possible that new information or future developments could require us to reassess our
potential exposure related to environmental matters. We may incur significant costs and liabilities
in order to comply with existing environmental laws and regulations. It is also possible that other
developments, such as increasingly strict environmental laws, regulations and orders of regulatory
agencies, as well as claims for damages to property and the environment or injuries to other
persons resulting from our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or other relevant developments
occur, we will adjust our accrual amounts accordingly. While there are still uncertainties related
to the ultimate costs we may incur, based upon our evaluation and experience to date, we believe
our reserves are adequate.
Rates and Regulatory Matters
Rate Case. In January 2010, the Federal Energy Regulatory Commission (FERC) approved our
settlement in which we (i) increased our base tariff rates effective September 1, 2009, (ii)
implemented a volume tracker for gas used in operations, (iii) agreed to file our next general rate
case to be effective after August 31, 2012, but no later than September 1, 2013, and (iv) extended
the vast majority of our firm transportation contracts until August 31, 2013.
Guarantees and Letters of Credit
We are or have been involved in various ownership and other contractual arrangements that
sometimes require us to provide additional financial support that results in the issuance of
performance guarantees that are not recorded in our financial statements. In a performance
guarantee, we provide assurance that the guaranteed party will execute on the terms of the
contract. During the third quarter of 2010, we terminated our performance guarantee on a
construction project that was completed.
During 2009, we entered into a $57 million letter of credit associated with our estimated
construction cost related to the Southeast Supply Header project. As invoices are paid under the
contract, we are able to reduce the value of the letter of credit. At September 30, 2010, the
letter of credit has been reduced to $43 million.
5. Accounts Receivable Sales Program
During 2009, we had an agreement to sell a senior interest in certain accounts receivable
(which are short-term assets that generally settle within 60 days) to a third party financial
institution (through a wholly-owned special purpose entity), and we retained subordinated interest
in those receivables. The sale of the senior interest qualified for sale accounting and was
conducted to accelerate cash from these receivables, the proceeds from which were used to increase
liquidity and lower our overall cost of capital. During the quarter and nine months ended
September 30, 2009, we received $69 million and $203 million of cash related to the sale of the
senior interest, collected $52 million and $187 million from the subordinated interest we retained
in the receivables, and recognized a loss of less than $1 million on these transactions. At
December 31, 2009, the third party financial institution held $30 million of senior interest and we
held $19 million of subordinated interest. Our subordinated interest is reflected in accounts
receivable on our balance sheet. In January 2010, we terminated this accounts receivable sales
program and paid $30 million to acquire the senior interest. We reflected the cash flows related to
the accounts receivable sold under this program, changes in our retained subordinated interest, and
cash paid to terminate the program, as operating cash flows on our statement of cash flows.
In the first quarter of 2010, we entered into a new accounts receivable sales program to
continue to sell accounts receivable to the third party financial institution that qualify for sale
accounting under the updated accounting standards related to financial asset transfers. Under this
program, we sell receivables in their entirety to the third party financial institution (through a
wholly-owned special purpose entity). As of September 30, 2010, the third party financial
institution held $49 million of the accounts receivable we sold under the program. In connection
with our accounts receivable sales, we receive a portion of the sales proceeds up front and receive
an additional amount upon the collection of the underlying receivables. Our ability to recover
this additional amount is based solely on the collection of the underlying receivables. During the
quarter and nine months ended September 30, 2010, we received $91 million and $302 million of cash
up front from the sale of the receivables and received an additional $51 million and $160 million
of cash upon the collection of the underlying receivables. As of September 30, 2010, we had not
collected approximately $19 million related to our accounts receivable sales, which is reflected as
other
accounts receivable on our balance sheet (and was initially recorded at an amount which
approximates its fair value using observable inputs other than quoted prices in active markets).
We recognized a loss of less than $1 million on our accounts receivable sales during the quarter
and nine months ended September 30, 2010. Because the cash received up front and the cash received
as the underlying receivables are collected relate to the sale or ultimate collection of the
underlying receivables, and are not subject to significant other risks given their short term
nature, we reflect all cash flows under the new accounts receivable sales program as operating cash
flows on our statement of cash flows.
Under both the prior and current accounts receivable sales programs, we serviced the
underlying receivables for a fee. The fair value of these servicing agreements as well as the fees
earned were not material to our financial statements for the periods ended September 30, 2010 and
2009.
The third party financial institution involved in both of these accounts receivable sales
programs acquires interests in various financial assets and issues commercial paper to fund those
acquisitions. We do not consolidate the third party financial institution because we do not have
the power to direct its overall activities (and do not absorb a majority of its expected losses)
since our receivables do not comprise a significant portion of its operations.
6. Investment in Unconsolidated Affiliate and Transactions with Affiliates
Investment in Unconsolidated Affiliate
We have a 50 percent ownership interest in Bear Creek Storage Company, L.L.C. (Bear Creek), a
joint venture with Tennessee Gas Pipeline Company, our affiliate. For the nine months ended
September 30, 2010 and 2009, we received approximately $10 million in cash distributions from Bear
Creek. Also, in the third quarter of 2010, Bear Creek utilized its note receivable balance under
the cash management program with El Paso to pay a cash distribution to its partners, including $23
million to us. In October 2010, we received an additional $4 million in cash distributions.
Summarized financial information of our proportionate share of our unconsolidated affiliate
for the periods ended September 30 is presented as follows:
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(In millions) | ||||||||||||||||
Operating results data: |
||||||||||||||||
Operating revenues |
$ | 5 | $ | 5 | $ | 15 | $ | 14 | ||||||||
Operating expenses |
1 | 2 | 4 | 6 | ||||||||||||
Income from continuing operations and net income |
4 | 3 | 11 | 8 |
Transactions with Affiliates
EPB Acquisition. In June 2010, EPB acquired an additional 20 percent ownership interest in us
from El Paso. The acquisition increased EPBs interest in us to 45 percent with El Paso retaining
the remaining 55 percent.
Distributions. We are required to make distributions of available cash as defined in our
partnership agreement on a quarterly basis to our partners. During the nine months ended September
30, 2010 and 2009, we paid cash distributions of approximately $205 million and $129 million to our
partners. In addition, in October 2010, we paid a cash distribution to our partners of
approximately $52 million.
Cash Management Program. We participate in El Pasos cash management program which matches
short-term cash surpluses and needs of participating affiliates, thus minimizing total borrowings
from outside sources. El Paso uses the cash management program to settle intercompany transactions
between participating affiliates. We have historically advanced cash to El Paso in exchange for an
affiliated note receivable that is due upon demand. At September 30, 2010 and December 31, 2009,
we had a note receivable from El Paso of $54 million and $154 million. We classified
$54 million of this receivable as current on our balance sheet at September 30, 2010, based on the
net amount we anticipate using in the next twelve months considering available cash sources and
needs. The interest rate on this variable rate note was 1.5% at September 30, 2010 and December 31,
2009.
Affiliate Revenues and Expenses. We enter into transactions with our affiliates within the
ordinary course of business. For a further discussion of our affiliated transactions, see
our consolidated financial statements included in the EPB 10-K.
The following table shows revenues and charges from our affiliates for
the quarters and nine months ended September 30:
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(In millions) | ||||||||||||||||
Revenues from affiliates |
$ | 2 | $ | 1 | $ | 6 | $ | 4 | ||||||||
Operation and maintenance expenses from affiliates |
28 | 33 | 87 | 95 | ||||||||||||
Reimbursement of operating expenses charged to affiliates |
1 | 3 | 3 | 11 |