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Related Party Transactions
9 Months Ended
Sep. 30, 2012
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions
Notes Receivable
Plantation Pipe Line Company
We and ExxonMobil have a term loan agreement covering a note receivable due from Plantation Pipe Line Company. We own a 51.17% equity interest in Plantation and our proportionate share of the outstanding principal amount of the note receivable was $50 million as of both September 30, 2012 and December 31, 2011. The note bears interest at the rate of 4.25% per annum and provides for semiannual payments of principal and interest on December 31 and June 30 each year, with a final principal payment of $45 million (for our portion of the note) due on July 20, 2016. We included $1 million of our note receivable balance within “Accounts, notes and interest receivable, net,” on our accompanying consolidated balance sheets as of both September 30, 2012 and December 31, 2011, and we included the remaining outstanding balance within “Notes receivable.”
Express US Holdings LP
We own a 33 1/3% equity ownership interest in the Express pipeline system. We also hold a long-term investment in a C$114 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 (i) is denominated in Canadian dollars; (ii) is due in full on January 9, 2023; (iii) bears interest at the rate of 12.0% per annum; and (iv) 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, 2012 and December 31, 2011, the outstanding note receivable balance, representing the translated amount included in our consolidated financial statements in U.S. dollars, was $116 million and $112 million, respectively, and we included these amounts within “Notes receivable” on our accompanying consolidated balance sheets.
KMI and El Paso Corporation
At the time of KMI's acquisition of EP on May 25, 2012 (discussed in Note 1), TGP had a note receivable from EP, and during the second quarter of 2012, TGP received combined principal note repayments of approximately $44 million. Upon our acquisition of TGP from KMI on August 1, 2012 (as part of the drop-down transaction discussed in Note 2), we and KMI agreed that the remaining $466 million amount due on the note receivable would not be repaid. Accordingly, this amount was treated as a decrease in KMI's investment in TGP and us, and as a result, TGP no longer has a related party note receivable with either KMI or EP. However, because we have included the historical results of TGP as though the net assets had been transferred to us May 25, 2012, the $44 million repayment is now included within "Repayments from related party" on our consolidated statement of cash flows for the nine months ended September 30, 2012.
Other Receivables and Payables
As of September 30, 2012 and December 31, 2011, our related party receivables (other than the notes receivable discussed above in “—Notes Receivable”) totaled $32 million and $26 million, respectively. The September 30, 2012 receivables amount consisted of (i) $30 million included within “Accounts, notes and interest receivable, net” on our accompanying consolidated balance sheet; and (ii) $2 million of natural gas imbalance receivables included within “Other current assets.” The $30 million receivable amount consisted primarily of a net receivable amount due from KMI (including a $45 million receivable amount discussed below in "—FTC Natural Gas Pipelines Disposal Group Selling Expenses") and the Express pipeline system. The $2 million natural gas imbalance receivable consisted primarily of amounts 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, 2011 receivables amount consisted of $15 million included within “Accounts, notes and interest receivable, net,” and $11 million of natural gas imbalance receivables included within “Other current assets.” The $15 million receivable amount primarily consisted of amounts due from the Express pipeline system, NGPL, and KMI. The $11 million natural gas imbalance receivable consisted of amounts due from both NGPL and Rockies Express Pipeline LLC.
As of September 30, 2012, our related party payables totaled $3 million and we included these amounts within “Accounts payable” on our accompanying consolidated balance sheets. This amount consisted primarily of $2 million in payables due to two of our equity method investees. The December 31, 2011 related party payables totaled $1 million. At both balance sheet dates, our related party payables included a $1 million amount we owed to the noncontrolling partner of Globalplex Partners, a Louisiana joint venture owned 50% and controlled by us.
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; (ii) TransColorado Gas Transmission Company LLC from KMI in November 2004; and (iii) TGP and 50% of EPNG from KMI in August 2012, KMI agreed to indemnify us and our general partner with respect to approximately $3.8 billion 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.
In addition, KMI has indemnified us and our general partner with respect to approximately $558 million for our proportionate 50% share of EPNG's debt. Because we account for our investment in EPNG under the equity method of accounting, we do not include its debt in the debt reported on our accompanying consolidated balance sheets.
Non-Cash Compensation Expenses
In the first nine months of 2011, KMI allocated to us certain non-cash compensation expenses totaling $90 million; however, we do not have any obligation, nor did we pay any amounts related to these compensation expenses. The amount included an $87 million expense associated with a one-time special cash bonus payment that was paid by KMI to non-senior management employees in May 2011, and a $3 million expense related to KMI’s going-private transaction in May 2007. Since we were not 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.
FTC Natural Gas Pipelines Disposal Group Selling Expenses
In the third quarter of 2012, we recognized an estimated $78 million selling expense (and an associated liability) related to the divestiture of our FTC Natural Gas Pipelines disposal group. We expect to pay the liability associated with this expense in the fourth quarter of 2012. Furthermore, KMI agreed to contribute $45 million to us to be used as partial funding for this liability payment, and accordingly, we recognized a $45 million receivable from KMI and an associated increase to our Partners' Capital (specifically, an increase to our general partner's capital interest in us).
Other
Generally, KMR makes all decisions relating to the management and control of our business, and in general, KMR has a 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 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 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 2011 Form 10-K and in our Current Report on Form 8-K filed May 1, 2012.