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Related Party Transactions
9 Months Ended
Sep. 30, 2011
Related Party Transactions [Abstract] 
Related Party Transactions [Text Block]
9.  Related Party Transactions
 
Notes Receivable
 
Plantation Pipe Line Company
 
As of June 30, 2011, we had a current note receivable bearing interest at the rate of 4.72% per annum from Plantation Pipe Line Company, our 51.17%-owned equity investee.  The outstanding note receivable balance as of that date was $80.7 million.  On July 20, 2011, we, ExxonMobil, and Plantation Pipe Line Company amended the term loan agreement covering this current note receivable we and ExxonMobil have from Plantation.  Together, we agreed to (i) reduce the aggregate loan amount to $100.0 million following payments of $57.9 million made by Plantation to ExxonMobil and us on July 20, 2011; (ii) extend the maturity of the note from July 20, 2011 to July 20, 2016; (iii) allow for pre-payment of all or any portion of the principal amount of the loan without a premium penalty; and (iv) revise the interest rate on the note from 4.72% per annum to 4.25% per annum.  Following the July 20, 2011 payments to both us and ExxonMobil, the note provides for semiannual payments of principal and interest on December 31 and June 30 each year beginning on December 31, 2011, with a final principal payment of $87.8 million due on July 20, 2016.
 
During the first nine months of 2011, we received combined principal repayments of $30.9 million, and as of September 30, 2011, our 51.17% portion of the outstanding principal amount of the note was $51.2 million.  We included $1.1 million of this note receivable balance within "Accounts, notes and interest receivable, net," on our accompanying consolidated balance sheet, and the remaining outstanding balance within "Notes Receivable."  As of December 31, 2010, the outstanding note receivable balance was $82.1 million, and we included this amount within "Accounts, notes and interest receivable, net," on our accompanying consolidated balance sheet.
 
Express US Holdings LP
 
In conjunction with the acquisition of our 33 1/3% equity ownership interest in the Express pipeline system from KMI on August 28, 2008, we acquired a long-term investment in a C$113.6 million debt security issued by Express US Holdings LP (the obligor), the partnership that maintains ownership of the U.S. portion of the Express pipeline system.  The debenture is denominated in Canadian dollars, due in full on January 9, 2023, bears interest at the rate of 12.0% per annum, and provides for quarterly payments of interest in Canadian dollars on March 31, June 30, September 30 and December 31 each year.  As of September 30, 2011 and December 31, 2010, the outstanding note receivable balance, representing the translated amount included in our consolidated financial statements in U.S. dollars, was $108.4 million and $114.2 million, respectively, and we included these amounts within "Notes receivable" on our accompanying consolidated balance sheets.
 
River Consulting, LLC
 
In conjunction with the sale of our 51% equity ownership interest in River Consulting, LLC and Devco USA, L.L.C. (discussed in Note 2), we extended separate lines of credit to River Consulting and Devco, allowing them to borrow from us an aggregate amount of $3.0 million for working capital purposes.  The lines of credit expire on December 31, 2012, and provide for maximum advances of $2.7 million to River Consulting and $0.3 million to Devco.  Advances by us pursuant to these lines of credit are evidenced by notes that bear interest at the rate of 9.5% per annum.  The notes provide for monthly payments of interest and allow for prepayment of principal borrowings.  As of September 30, 2011, River Consulting had borrowed $1.6 million under its line of credit agreement with us, and we included this receivable amount within "Notes receivable" on our accompanying consolidated balance sheet.
 
Other Receivables and Payables
 
As of September 30, 2011 and December 31, 2010, our related party receivables (other than notes receivable discussed above in "-Notes Receivable") totaled $7.1 million and $15.4 million, respectively.  The September 30, 2011 receivables amount consisted of (i) $3.1 million included within "Accounts, notes and interest receivable, net" on our accompanying consolidated balance sheet; and (ii) $4.0 million of natural gas imbalance receivables included within "Other current assets."  The $3.1 million receivable amount primarily consisted of amounts due from the Express pipeline system and from Plantation Pipe Line Company.  The $4.0 million natural gas imbalance receivable amount was due from Natural Gas Pipeline Company of America LLC, a 20%-owned equity investee of KMI and referred to in this report as NGPL.
 
The December 31, 2010 receivables amount consisted of (i) $8.2 million included within "Accounts, notes and interest receivable, net" on our accompanying consolidated balance sheet; and (ii) $7.2 million of natural gas imbalance receivables included within "Other current assets."  The $8.2 million amount primarily related to accounts and interest receivables due from (i) the Express pipeline system; (ii) NGPL; and (iii) Plantation Pipe Line Company.  Our related party natural gas imbalance receivables consisted of amounts due from NGPL.
 
As of September 30, 2011 and December 31, 2010, our related party payables totaled $11.0 million and $8.8 million, respectively.  The amounts consisted of (i) $7.1 million and $5.1 million, respectively, included within "Accounts payable" and primarily related to amounts due to KMI; and (ii) $3.9 million and $3.7 million of natural gas imbalance payables, respectively, included within "Accrued other current liabilities" and consisting of amounts due to the Rockies Express pipeline system.
 
Asset Acquisitions
 
In conjunction with our acquisition of (i) certain Natural Gas Pipelines assets and partnership interests from KMI in December 1999 and December 2000; and (ii) all of the ownership interest in TransColorado Gas Transmission Company LLC from two wholly-owned subsidiaries of KMI on November 1, 2004, KMI agreed to indemnify us and our general partner with respect to approximately $733.5 million of our debt.  KMI would be obligated to perform under this indemnity only if we are unable, and/or our assets were insufficient, to satisfy our obligations.
 
Asset Divestitures
 
Mr. C. Berdon Lawrence, a non-management director on the boards of our general partner and KMR until July 20, 2011, is also Chairman Emeritus of the Board of Kirby Corporation.  On February 9, 2011, we sold a marine vessel to Kirby Corporation's subsidiary Kirby Inland Marine, L.P., and additionally, we and Kirby Inland Marine L.P. formed a joint venture named Greens Bayou Fleeting, LLC.  For more information about these transactions, see Note 2.
 
Non-cash Compensation Expenses
 
In the first nine months of 2011 and 2010, KMI allocated to us certain non-cash compensation expenses totaling $89.9 million and $3.7 million, respectively.  The 2011 amount included an $87.1 million first quarter expense associated with a one-time special cash bonus payment that was paid to non-senior management employees in May 2011.  The remaining $2.8 million expense in 2011 and the $3.7 million expense in 2010 were both related to KMI's May 2007 going-private transaction.  However, we do not have any obligation, nor do we expect to pay any amounts related to these 2011 and 2010 compensation expenses, and since we will not be responsible for paying these expenses, we recognized the amounts allocated to us as both an expense on our income statement and a contribution to "Total Partners' Capital" on our balance sheet.
 
Derivative Counterparties
 
As a result of KMI's going-private transaction in May 2007, a number of individuals and entities became significant investors in KMI, and by virtue of the size of its ownership interest in KMI, one of those investors-Goldman Sachs Capital Partners and certain of its affiliates-remains a "related party" (as defined by U.S. generally accepted accounting principles) to us as of September 30, 2011.  Goldman Sachs has also acted in the past, and may act in the future, as an underwriter for equity and/or debt issuances for us, and Goldman Sachs effectively owned 49% of the terminal assets we acquired from US Development Group LLC in January 2010.
 
In addition, we conduct energy commodity risk management activities in the ordinary course of implementing our risk management strategies in which the counterparty to certain of our derivative transactions is an affiliate of Goldman Sachs, and in conjunction with these activities, we are a party (through one of our subsidiaries engaged in the production of crude oil) to a hedging facility with J. Aron & Company/Goldman Sachs.  The hedging facility requires us to provide certain periodic information, but does not require the posting of margin.  As a result of changes in the market value of our derivative positions, we have created both amounts receivable from and payable to Goldman Sachs affiliates.
 
The following table summarizes the fair values of our energy commodity derivative contracts that are (i) associated with commodity price risk management activities with J. Aron & Company/Goldman Sachs; and (ii) included within "Fair value of derivative contracts" on our accompanying consolidated balance sheets as of September 30, 2011 and December 31, 2010 (in millions):
 
   
September 30,
2011
  
December 31,
2010
 
Derivatives - asset/(liability)
      
Current assets
 $36.7  $- 
Noncurrent assets
 $49.7  $12.7 
Current liabilities
 $(41.3) $(221.4)
Noncurrent liabilities
 $(11.3) $(57.5)

For more information on our risk management activities see Note 6.
 
Other
 
Generally, KMR makes all decisions relating to the management and control of our business, and in general, KMR has a fiduciary duty to manage us in a manner beneficial to our unitholders.  Our general partner owns all of KMR's voting securities and elects all of KMR's directors.  KMI indirectly owns all the common stock of our general partner, and the officers of KMI have fiduciary duties to manage KMI, including selection and management of its investments in its subsidiaries and affiliates, in a manner beneficial to the owners of KMI.  Accordingly, certain conflicts of interest could arise as a result of the relationships among KMR, our general partner, KMI and us.
 
The partnership agreements for us and our operating partnerships contain provisions that allow KMR to take into account the interests of parties in addition to us in resolving conflicts of interest, thereby limiting its fiduciary duty to our unitholders, as well as provisions that may restrict the remedies available to our unitholders for actions taken that might, without such limitations, constitute breaches of fiduciary duty.  The partnership agreements also provide that in the absence of bad faith by KMR, the resolution of a conflict by KMR will not be a breach of any duties.  The duty of the officers of KMI may, therefore, come into conflict with the duties of KMR and its directors and officers to our unitholders.  The audit committee of KMR's board of directors will, at the request of KMR, review (and is one of the means for resolving) conflicts of interest that may arise between KMI or its subsidiaries, on the one hand, and us, on the other hand.
 
For a more complete discussion of our related party transactions, including (i) the accounting for our general and administrative expenses; (ii) KMI's operation and maintenance of the assets comprising our Natural Gas Pipelines business segment; and (iii) our partnership interests and distributions, see Note 11 to our consolidated financial statements included in our 2010 Form 10-K/A.