(Mark One) | |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 44-0382470 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
ITEM 1. | ||
ITEM 2. | ||
ITEM 3. | ||
ITEM 4. | ||
ITEM 1. | ||
ITEM 1A. | ||
ITEM 6. | ||
/d | per day | |
Bcf | Billion cubic feet | |
Btu | British thermal units | |
Citrus | Citrus Corp. | |
EPA | United States Environmental Protection Agency | |
ETE | Energy Transfer Equity, L.P. | |
ETP | Energy Transfer Partners, L.P., a subsidiary of ETE | |
Exchange Act | Securities Exchange Act of 1934 | |
FERC | Federal Energy Regulatory Commission | |
GAAP | Accounting principles generally accepted in the United States of America | |
Holdco | ETP Holdco Corporation | |
LIBOR | London Interbank Offer Rate | |
LNG | Liquefied natural gas | |
LNG Holdings | Trunkline LNG Holdings, LLC | |
OPEB plans | Other postretirement employee benefit plans | |
PCBs | Polychlorinated biphenyls | |
PEPL | Panhandle Eastern Pipe Line Company, LP | |
PEPL Holdings | PEPL Holdings, LLC | |
ppb | parts per billion | |
Sea Robin | Sea Robin Pipeline Company, LLC | |
SEC | United States Securities and Exchange Commission |
Southern Union | Southern Union Company | |
Southwest Gas | Panhandle Gas Storage LLC | |
Sunoco | Sunoco, Inc. | |
TBtu | Trillion British thermal units | |
Trunkline | Trunkline Gas Company, LLC | |
Trunkline LNG | Trunkline LNG Company, LLC | |
June 30, 2013 | December 31, 2012 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | — | $ | — | ||||
Accounts receivable, net | 67 | 74 | ||||||
Accounts receivable from related companies | 58 | 14 | ||||||
Exchanges receivable | 9 | 10 | ||||||
System natural gas and operating supplies | 138 | 144 | ||||||
Other | 17 | 20 | ||||||
Total current assets | 289 | 262 | ||||||
PROPERTY, PLANT AND EQUIPMENT: | ||||||||
Plant in service | 4,096 | 4,076 | ||||||
Construction work in progress | 46 | 45 | ||||||
4,142 | 4,121 | |||||||
Accumulated depreciation and amortization | (136 | ) | (57 | ) | ||||
Net property, plant and equipment | 4,006 | 4,064 | ||||||
GOODWILL | 1,785 | 1,785 | ||||||
NOTE RECEIVABLE FROM RELATED PARTY | 831 | 831 | ||||||
OTHER NON-CURRENT ASSETS | 267 | 108 | ||||||
Total assets | $ | 7,178 | $ | 7,050 |
June 30, 2013 | December 31, 2012 | |||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
CURRENT LIABILITIES: | ||||||||
Current portion of long-term debt | $ | 252 | $ | 258 | ||||
Accounts payable | 5 | 12 | ||||||
Accounts payable to related companies | 29 | 27 | ||||||
Exchanges payable | 123 | 130 | ||||||
Accrued taxes | 20 | 13 | ||||||
Accrued interest | 13 | 13 | ||||||
Other | 55 | 69 | ||||||
Total current liabilities | 497 | 522 | ||||||
LONG-TERM DEBT, less current portion | 1,488 | 1,499 | ||||||
DEFERRED INCOME TAXES | 899 | 853 | ||||||
OTHER NON-CURRENT LIABILITIES | 142 | 135 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 9) | ||||||||
PARTNERS’ CAPITAL: | ||||||||
Partners’ capital | 4,161 | 4,050 | ||||||
Accumulated other comprehensive loss | (9 | ) | (9 | ) | ||||
Total partners’ capital | 4,152 | 4,041 | ||||||
Total liabilities and partners’ capital | $ | 7,178 | $ | 7,050 |
Three Months Ended June 30, 2013 | Three Months Ended June 30, 2012 | ||||||
OPERATING REVENUES: | |||||||
Transportation and storage of natural gas | $ | 174 | $ | 128 | |||
LNG terminalling | 54 | 55 | |||||
Other | 4 | 3 | |||||
Total operating revenues | 232 | 186 | |||||
OPERATING EXPENSES: | |||||||
Operating, maintenance and general | 65 | 80 | |||||
Depreciation and amortization | 41 | 41 | |||||
Total operating expenses | 106 | 121 | |||||
OPERATING INCOME | 126 | 65 | |||||
OTHER INCOME (EXPENSE): | |||||||
Interest expense, net of interest capitalized | (13 | ) | (14 | ) | |||
Interest income - affiliates | — | 1 | |||||
Total other expenses, net | (13 | ) | (13 | ) | |||
INCOME BEFORE INCOME TAX EXPENSE | 113 | 52 | |||||
Income tax expense | 44 | 22 | |||||
NET INCOME | $ | 69 | $ | 30 |
Successor | Predecessor | |||||||||||
Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | ||||||||||
OPERATING REVENUES: | ||||||||||||
Transportation and storage of natural gas | $ | 318 | $ | 138 | $ | 140 | ||||||
LNG terminalling | 107 | 58 | 51 | |||||||||
Other | 6 | 3 | 3 | |||||||||
Total operating revenues | 431 | 199 | 194 | |||||||||
OPERATING EXPENSES: | ||||||||||||
Operating, maintenance and general | 141 | 115 | 76 | |||||||||
Depreciation and amortization | 83 | 44 | 30 | |||||||||
Total operating expenses | 224 | 159 | 106 | |||||||||
OPERATING INCOME | 207 | 40 | 88 | |||||||||
OTHER INCOME (EXPENSE): | ||||||||||||
Interest expense, net of interest capitalized | (27 | ) | (15 | ) | (25 | ) | ||||||
Interest income - affiliates | 1 | 1 | 2 | |||||||||
Total other expenses, net | (26 | ) | (14 | ) | (23 | ) | ||||||
INCOME BEFORE INCOME TAX EXPENSE | 181 | 26 | 65 | |||||||||
Income tax expense | 70 | 15 | 25 | |||||||||
NET INCOME | $ | 111 | $ | 11 | $ | 40 |
Successor | Predecessor | |||||||||||||||||||
Three Months Ended June 30, 2013 | Three Months Ended June 30, 2012 | Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | ||||||||||||||||
Net income | $ | 69 | $ | 30 | $ | 111 | $ | 11 | $ | 40 | ||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||||||
Reclassification of unrealized loss on interest rate hedges into earnings | — | — | — | — | 3 | |||||||||||||||
— | — | — | — | 3 | ||||||||||||||||
Comprehensive income | $ | 69 | $ | 30 | $ | 111 | $ | 11 | $ | 43 |
Partners’ Capital | Accumulated Other Comprehensive Loss | Total | ||||||||||
Balance, December 31, 2012 | $ | 4,050 | $ | (9 | ) | $ | 4,041 | |||||
Net income | 111 | — | 111 | |||||||||
Balance, June 30, 2013 | $ | 4,161 | $ | (9 | ) | $ | 4,152 |
Successor | Predecessor | |||||||||||
Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | $ | 111 | $ | 11 | $ | 40 | ||||||
Reconciliation of net income to net cash provided by (used in)operating activities: | ||||||||||||
Depreciation and amortization | 83 | 44 | 30 | |||||||||
Deferred income taxes | 45 | 21 | 19 | |||||||||
Amortization of costs charged to interest | (16 | ) | (8 | ) | — | |||||||
Net gain on curtailment of OPEB plans benefits | — | (11 | ) | — | ||||||||
Changes in operating assets and liabilities, net of merger impact | (220 | ) | (85 | ) | 23 | |||||||
Net cash flows provided by (used in) operating activities | 3 | (28 | ) | 112 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Net decrease in note receivable - related parties | — | 65 | 255 | |||||||||
Net increase (decrease) in income taxes payable - related parties | 24 | (6 | ) | 5 | ||||||||
Additions to property, plant and equipment | (25 | ) | (29 | ) | (28 | ) | ||||||
Other | — | (2 | ) | — | ||||||||
Net cash flows provided by (used in) investing activities | (1 | ) | 28 | 232 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Issuance of long-term debt | — | — | 455 | |||||||||
Repayment of long-term debt | — | — | (797 | ) | ||||||||
Issuance costs of debt | — | — | (2 | ) | ||||||||
Other | (2 | ) | — | — | ||||||||
Net cash flows used in financing activities | (2 | ) | — | (344 | ) | |||||||
INCREASE IN CASH AND CASH EQUIVALENTS | — | — | — | |||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | — | — | |||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | — | $ | — |
1. | OPERATIONS AND ORGANIZATION: |
• | PEPL, an indirect wholly-owned subsidiary of Southern Union, which is an indirect wholly-owned subsidiary of ETP; |
• | Trunkline, a direct wholly-owned subsidiary of PEPL; |
• | Sea Robin, an indirect wholly-owned subsidiary of PEPL; |
• | LNG Holdings, an indirect wholly-owned subsidiary of PEPL; |
• | Trunkline LNG, a direct wholly-owned subsidiary of LNG Holdings; and |
• | Southwest Gas, a direct wholly-owned subsidiary of PEPL. |
2. | HOLDCO TRANSACTION: |
3. | RELATED PARTY TRANSACTIONS: |
Three Months Ended June 30, 2013 | Three Months Ended June 30, 2012 | ||||||||
Transportation and storage of natural gas | $ | 3 | $ | 2 | |||||
Operating, maintenance and general | 16 | 11 | (1) | ||||||
Interest income - affiliates | — | 1 |
Successor | Predecessor | ||||||||||||
Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | |||||||||||
Transportation and storage of natural gas | $ | 6 | $ | 2 | $ | 1 | |||||||
Operating, maintenance and general | 32 | 50 | (1) | 14 | |||||||||
Interest income - affiliates | 1 | 1 | 2 |
(1) | Primarily represents corporate charges for employee expenses related to the merger with ETE offset by expenses attributable to services provided by Panhandle on behalf of affiliated companies. |
4. | REGULATION AND RATES: |
5. | ACCUMULATED OTHER COMPREHENSIVE LOSS: |
6. | DEBT OBLIGATIONS: |
7. | BENEFITS: |
Three Months Ended June 30, 2013 | Three Months Ended June 30, 2012 | ||||||
Service cost | $ | — | $ | — | |||
Interest cost | 1 | — | |||||
Expected return on plan assets | (1 | ) | (1 | ) | |||
Prior service credit amortization | — | — | |||||
Net periodic benefit cost | $ | — | $ | (1 | ) |
Successor | Predecessor | |||||||||||
Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | ||||||||||
Service cost | $ | — | $ | — | $ | 1 | ||||||
Interest cost | 1 | — | 1 | |||||||||
Expected return on plan assets | (2 | ) | (1 | ) | (1 | ) | ||||||
Prior service credit amortization | — | — | (1 | ) | ||||||||
Curtailment recognition (1) | — | (11 | ) | — | ||||||||
Net periodic benefit cost | $ | (1 | ) | $ | (12 | ) | $ | — |
(1) | Subsequent to the ETE Merger, the Company amended certain of its OPEB plans to prospectively restrict participation in the plans for certain active employees. The plan amendments resulted in the plans becoming currently over-funded and, accordingly, the Company recorded a gross pre-tax curtailment gain of $70 million, $59 million of which is subject to refund to customers; thus, the net curtailment gain recognition was $11 million. |
8. | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: |
9. | COMMITMENTS AND CONTINGENCIES: |
June 30, 2013 | December 31, 2012 | |||||||
Current | $ | — | $ | 1 | ||||
Non-current | 3 | 5 | ||||||
Total environmental liabilities | $ | 3 | $ | 6 |
Three Months Ended June 30, 2013 | Three Months Ended June 30, 2012 | |||||||
OPERATING REVENUES: | ||||||||
Transportation and storage of natural gas | $ | 174 | $ | 128 | ||||
LNG terminalling | 54 | 55 | ||||||
Other | 4 | 3 | ||||||
Total operating revenues (1) | 232 | 186 | ||||||
OPERATING EXPENSES: | ||||||||
Operating, maintenance and general | 65 | 80 | ||||||
Depreciation and amortization | 41 | 41 | ||||||
Total operating expenses | 106 | 121 | ||||||
OPERATING INCOME | 126 | 65 | ||||||
OTHER INCOME (EXPENSE): | ||||||||
Interest expense | (13 | ) | (14 | ) | ||||
Interest income - affiliates | — | 1 | ||||||
Total other expenses, net | (13 | ) | (13 | ) | ||||
INCOME BEFORE INCOME TAX EXPENSE | 113 | 52 | ||||||
Income tax expense | 44 | 22 | ||||||
NET INCOME | $ | 69 | $ | 30 | ||||
Panhandle natural gas volumes transported (TBtu): (2) | ||||||||
PEPL | 137 | 131 | ||||||
Trunkline | 177 | 173 | ||||||
Sea Robin | 34 | 21 |
(1) | Reservation revenues comprised 91% and 89% of total operating revenues for the three months ended June 30, 2013 and 2012, respectively. |
(2) | Includes transportation deliveries made throughout the Company’s pipeline network. |
• | Operating Revenues. Operating revenues for the three months ended June 30, 2013 increased compared to the same period in 2012 primarily due to the recognition of $52 million received in connection with the buyout of a customer’s contract as well as higher usage revenues of $2 million as a result of higher volumes, partially offset by lower capacity sold at overall average lower rates and lower parking revenues. |
• | Operating Expenses. Operating expenses decreased for the three months ended June 30, 2013 compared to the same period last year primarily due to a decrease in employee-related costs related to integration efforts subsequent to ETE’s acquisition of Southern Union. |
• | Income Taxes. The effective income tax rate of 39% for the three months ended June 30, 2013 was lower than the 42% rate for the three months ended June 30, 2012 primarily due to non-deductible executive compensation expenses included in the merger-related expenses for the 2012 period. |
Successor | Predecessor | ||||||||||||
Six Months Ended June 30, 2013 | Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | |||||||||||
OPERATING REVENUES: | |||||||||||||
Transportation and storage of natural gas | $ | 318 | $ | 138 | $ | 140 | |||||||
LNG terminalling | 107 | 58 | 51 | ||||||||||
Other | 6 | 3 | 3 | ||||||||||
Total operating revenues (1) | 431 | 199 | 194 | ||||||||||
OPERATING EXPENSES: | |||||||||||||
Operating, maintenance and general | 141 | 115 | 76 | ||||||||||
Depreciation and amortization | 83 | 44 | 30 | ||||||||||
Total operating expenses | 224 | 159 | 106 | ||||||||||
OPERATING INCOME | 207 | 40 | 88 | ||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||
Interest expense | (27 | ) | (15 | ) | (25 | ) | |||||||
Interest income - affiliates | 1 | 1 | 2 | ||||||||||
Total other expenses, net | (26 | ) | (14 | ) | (23 | ) | |||||||
INCOME BEFORE INCOME TAX EXPENSE | 181 | 26 | 65 | ||||||||||
Income tax expense | 70 | 15 | 25 | ||||||||||
NET INCOME | $ | 111 | $ | 11 | $ | 40 | |||||||
Panhandle natural gas volumes transported (TBtu): (2) | |||||||||||||
PEPL | 314 | 140 | 152 | ||||||||||
Trunkline | 357 | 185 | 177 | ||||||||||
Sea Robin | 74 | 23 | 20 |
(1) | Reservation revenues comprised 90% of total operating revenues for the six months ended June 30, 2013. Reservation revenues comprised 89% and 88% of total operating revenues for the periods from March 26, 2012 to June 30, 2012 and January 1, 2012 to March 25, 2012, respectively. |
(2) | Includes transportation deliveries made throughout the Company’s pipeline network. |
• | Operating Revenues. Operating revenues for the six months ended June 30, 2013 reflected the recognition of $52 million received in connection with the buyout of a customer’s contract as well as higher usage revenues of $4 million as a result of higher volumes, partially offset by lower capacity sold at overall average lower rates and lower parking revenues. |
• | Operating Expenses. The period from March 26, 2012 to June 30, 2012 included merger-related expenses of approximately $43 million, offset by a curtailment gain on our OPEB plans of $11 million. The remaining decrease in operating expenses for the six months ended June 30, 2013 compared to the prior periods is attributable to a decrease in employee-related costs related to integration efforts subsequent to ETE’s acquisition of Southern Union. The successor periods also reflected higher depreciation due to the step-up in depreciable assets in connection with the ETE Merger and lower corporate allocations due to merger-related synergies. |
• | Interest Expense. Interest expense decreased in the successor periods primarily due to amortization of the long-term debt fair value adjustment recorded in connection with the ETE Merger as well as the termination of interest rate swaps. |
• | Income Taxes. The effective income tax rates of 39% and 38% for the six months ended June 30, 2013 and the period from January 1, to March 25, 2012, respectively, were lower than the tax rate of 58% for the period from March 26, 2012 to June 30, 2012 as a result of non-deductible executive compensation expenses included in the merger-related expenses for 2012. |
Successor | Predecessor | ||||||||||||||||
Period from Acquisition (March 26, 2012) to June 30, 2012 | Period from January 1, 2012 to March 25, 2012 | Pro Forma Adjustments | Pro Forma Six Months Ended June 30, 2012 | ||||||||||||||
OPERATING REVENUES | $ | 199 | $ | 194 | $ | — | $ | 393 | |||||||||
OPERATING EXPENSES: | |||||||||||||||||
Operating, maintenance and general | 115 | 76 | (30 | ) | (a) | 161 | |||||||||||
Depreciation and amortization | 44 | 30 | 8 | (b) | 82 | ||||||||||||
Total operating expenses | 159 | 106 | (22 | ) | 243 | ||||||||||||
OPERATING INCOME | 40 | 88 | 22 | 150 | |||||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||||
Interest expense | (15 | ) | (25 | ) | 8 | (c) | (32 | ) | |||||||||
Interest income - affiliates | 1 | 2 | — | 3 | |||||||||||||
Total other expenses, net | (14 | ) | (23 | ) | 8 | (29 | ) | ||||||||||
INCOME BEFORE INCOME TAX EXPENSE | 26 | 65 | 30 | 121 | |||||||||||||
Income tax expense | 15 | 25 | 3 | (d) | 43 | ||||||||||||
NET INCOME | $ | 11 | $ | 40 | $ | 27 | $ | 78 |
(a) | To eliminate the merger-related costs incurred by the Company in connection with the ETE Merger, including change in control and severance costs. These costs are eliminated from the Company’s pro forma income statement because such costs would not have a continuing impact on the Company’s results of operations. |
(b) | To record incremental depreciation on the excess purchase price allocated to property, plant and equipment based on a weighted average useful life of 24 years. |
(c) | To adjust amortization included in interest expense to (i) reverse historical amortization of financing costs and fair value adjustments related to debt and (ii) record pro forma amortization related to the pro forma adjustment of the Company’s debt to fair value. |
(d) | To reflect income tax impacts from the pro forma adjustments to pre-tax income, including the elimination of the dividend received deduction recorded in the historical income tax provision for the predecessor periods in connection with the Company’s investment in Citrus. |
Exhibit Number | Description | ||
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
* | 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
* | 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | ||
101.SCH | XBRL Taxonomy Extension Schema Document | ||
101.CAL | XBRL Taxonomy Calculation Linkbase Document | ||
101.DEF | XBRL Taxonomy Extension Definitions Document | ||
101.LAB | XBRL Taxonomy Label Linkbase Document | ||
101.PRE | XBRL Taxonomy Presentation Linkbase Document |
PANHANDLE EASTERN PIPE LINE COMPANY, LP | ||||
(Registrant) | ||||
Date: | August 8, 2013 | By: | /s/ Martin Salinas, Jr. | |
Martin Salinas, Jr. | ||||
Chief Financial Officer (duly authorized to sign on behalf of the registrant) |
1. | I have reviewed this quarterly report on Form 10-Q of Panhandle Eastern Pipe Line Company, LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Kelcy L. Warren | |
Kelcy L. Warren | |
Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Panhandle Eastern Pipe Line Company, LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Martin Salinas, Jr. | |
Martin Salinas, Jr. | |
Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
/s/ Kelcy L. Warren | |
Kelcy L. Warren | |
Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Martin Salinas, Jr. | |
Martin Salinas, Jr. | |
Chief Financial Officer |
Benefits (Tables)
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Jun. 30, 2013
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Postemployment Benefits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs [Table Text Block] | The following tables set forth the components of net periodic benefit cost of the Company’s OPEB plans:
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 3 Months Ended | ||
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Jun. 30, 2013
Successor
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Jun. 30, 2012
Successor
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Jun. 30, 2012
Successor
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Jun. 30, 2013
Successor
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Mar. 25, 2012
Predecessor
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Statement of Income and Comprehensive Income | |||||
Net income | $ 69 | $ 30 | $ 11 | $ 111 | $ 40 |
Other comprehensive income (loss), net of tax: | |||||
Reclassification of unrealized loss on interest rate hedges into earnings | 0 | 0 | 0 | 0 | 3 |
Total other comprehensive income, net of tax | 0 | 0 | 0 | 0 | 3 |
Comprehensive income | $ 69 | $ 30 | $ 11 | $ 111 | $ 43 |
Regulatory Matters
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6 Months Ended |
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Jun. 30, 2013
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Regulatory Matters, Commitments, Contingencies And Environmental Liabilities [Abstract] | |
Regulatory Matters | REGULATION AND RATES: Trunkline Transfer Application On July 26, 2012, Trunkline filed an application with the FERC for approval to transfer approximately 770 miles of underutilized loop piping facilities by sale to an affiliate; such facilities are contemplated to be converted to crude oil transportation service. This sale is subject to FERC approval. Several parties have intervened, commented, or protested this filing. The Company has responded to all information requests from the Commission and is awaiting a final order in this proceeding. FERC Audit In November 2011, the FERC commenced an audit of PEPL to evaluate its compliance with the Uniform System of Accounts as prescribed by the FERC, annual and quarterly financial reporting to the FERC, reservation charge crediting policy and record retention. The audit is related to the period from January 1, 2010 through December 31, 2011. A draft audit report was received on July 19, 2013 noting no issues that would have a material impact on the Company’s historical financial position or results of operations. |
BENEFITS Benefits - Narrative (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended |
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Jun. 30, 2012
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Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Pretax curtailment gain | $ 70 |
Noncurrent refund liability | 59 |
Net gain on curtailment | $ 11 |
Commitments and Contingencies (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Environmental Liabilities Table | The table below reflects the amount of accrued liabilities recorded on the condensed consolidated balance sheets at the dates indicated to cover environmental remediation actions where management believes a loss is probable and reasonably estimable. The Company does not have any material environmental remediation matters assessed as reasonably possible.
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Commitment and Contingenices (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
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Dec. 31, 2012
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Loss Contingencies | ||
Estimated litigation liability | $ 6 | $ 6 |
Aggregate amount of projected benefit obligations of pension plans | 243 | |
Estimated fair value of all assets of pension plans | 155 | |
Regency 4.50% Senior Notes Due 2023 [Member]
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Loss Contingencies | ||
Guarantor Obligations, Current Carrying Value | $ 600 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.50% |
Commitments and Contingencies - Accrued Liabilities (Details) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
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Dec. 31, 2012
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Loss Contingencies | ||
Current | $ 0 | $ 1 |
Non-current | 3 | 5 |
Total environmental liabilities | $ 3 | $ 6 |
Derivative Instrument and Hedging Activities (Details) (Predecessor, USD $)
In Millions, unless otherwise specified |
3 Months Ended |
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Mar. 25, 2012
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Predecessor
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Derivative | |
Gain Loss Reclassified into Income Interest Rate Hedges | $ 4 |
Holdco Transaction
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6 Months Ended |
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Jun. 30, 2013
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Business Combinations [Abstract] | |
ETE Merger and ETP Merger | HOLDCO TRANSACTION: On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco, the entity formed by ETP and ETE in 2012 to own the equity interests in Southern Union and Sunoco. As a result of this transaction, ETP now owns 100% of Holdco. ETP controlled Holdco prior to this transaction; therefore, the transaction did not constitute a change of control. |
Comprehensive Income
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6 Months Ended |
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Jun. 30, 2013
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Statement of Other Comprehensive Income [Abstract] | |
Comprehensive Income | ACCUMULATED OTHER COMPREHENSIVE LOSS: As of June 30, 2013 and December 31, 2012, accumulated other comprehensive loss consists of net actuarial loss and prior service costs related to our OPEB plans. |
Related Party Transactions
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | RELATED PARTY TRANSACTIONS: Accounts receivable from related companies reflected on the condensed consolidated balance sheets primarily related to services provided for Southern Union, ETE, ETP and other affiliates. Accounts payable to related companies reflected on the condensed consolidated balance sheets primarily related to payroll funding and overhead allocation provided by ETP and other affiliates. Pursuant to a demand note with Southern Union under a cash management program, the Company loans excess cash, net of repayments, to Southern Union. The Company is credited with interest on the note at a one-month LIBOR rate. Given the uncertainties regarding the timing of the Company’s cash flows, including financings, capital expenditures and operating cash flows, the Company has reported the note receivable as a non-current asset. The Company has access to the funds via advances from Southern Union and expects repayment to ultimately occur to primarily fund capital expenditures or debt retirements. The following table provides a summary of the related party activity included in our condensed consolidated statements of operations:
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