PANHANDLE EASTERN PIPE LINE COMPANY, LP - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - PANHANDLE EASTERN PIPE LINE COMPANY, LP	pepl06-30x15ex322.htm
EX-31.2 - EXHIBIT 31.2 - PANHANDLE EASTERN PIPE LINE COMPANY, LP	pepl06-30x15ex312.htm
EX-32.1 - EXHIBIT 32.1 - PANHANDLE EASTERN PIPE LINE COMPANY, LP	pepl06-30x15ex321.htm
EX-31.1 - EXHIBIT 31.1 - PANHANDLE EASTERN PIPE LINE COMPANY, LP	pepl06-30x15ex311.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-2921

PANHANDLE EASTERN PIPE LINE COMPANY, LP

(Exact name of registrant as specified in its charter)



Delaware	44-0382470
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3738 Oak Lawn Avenue, Dallas, Texas 75219

(Address of principle executive offices) (zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Panhandle Eastern Pipe Line Company, LP meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

Table of Contents

FORM 10-Q

PANHANDLE EASTERN PIPE LINE COMPANY, LP

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)

	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Statement of Partners’ Capital	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13

ITEM 4.	CONTROLS AND PROCEDURES	13

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	13

ITEM 1A.	RISK FACTORS	13

ITEM 6.	EXHIBITS	14

SIGNATURE		15

Table of Contents

Forward-Looking Statements

Certain matters discussed in this report, excluding historical information, as well as some statements by Panhandle Eastern Pipe Line Company, LP and its subsidiaries (the “Company”) in periodic press releases and some oral statements of the Company’s officials during presentations about the Company, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Company believes such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations, or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated, projected, forecasted, estimated or expressed in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Part I — Item 1A. Risk Factors” in the Company’s Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on February 27, 2015.

Definitions

The following is a list of certain acronyms and terms generally used in the energy industry and throughout this document:



Bcf		Billion cubic feet

Btu		British thermal units

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

Lake Charles LNG		Lake Charles LNG Company, LLC

LNG		Liquefied natural gas

OPEB Plans		Other postretirement employee benefit plans

PCBs		Polychlorinated biphenyls

PEPL		Panhandle Eastern Pipe Line Company, LP

PEPL Holdings		PEPL Holdings, LLC

Regency		Regency Energy Partners LP, a subsidiary of ETE

Sea Robin		Sea Robin Pipeline Company, LLC

SEC		United States Securities and Exchange Commission

Southern Union		Southern Union Company

Southwest Gas		Pan Gas Storage LLC

TBtu		Trillion British thermal units

Trunkline		Trunkline Gas Company, LLC

Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)



	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	65		$	32
Accounts receivable, net	40			58
Accounts receivable from related companies	54			128
Exchanges receivable	10			11
Inventories	106			119
Other current assets	13			13
Total current assets	288			361
Property, plant and equipment:
Plant in service	3,386			3,352
Construction work in progress	42			43
	3,428			3,395
Accumulated depreciation and amortization	(319		)	(269		)
Net property, plant and equipment	3,109			3,126
Investments in unconsolidated affiliates	1,404			1,443
Goodwill	1,152			1,152
Note receivable from related party	40			—
Advances to affiliates	40			—
Other non-current assets, net	116			109
Total assets	$	6,149		$	6,191

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)



	June 30, 2015		December 31, 2014
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Current maturities of long-term debt	$	1	$	1
Accounts payable and accrued liabilities	4		6
Accounts payable to related companies	29		38
Exchanges payable	91		114
Accrued interest	12		12
Customer advances and deposits	11		10
Other current liabilities	59		56
Total current liabilities	207		237
Long-term debt, less current maturities	1,178		1,189
Deferred income taxes	1,528		1,511
Advances from affiliates	—		51
Other non-current liabilities	284		278
Commitments and contingencies
Partners’ capital:
Partners’ capital	2,951		2,925
Accumulated other comprehensive income	1		—
Total partners’ capital	2,952		2,925
Total liabilities and partners’ capital	$	6,149	$	6,191

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
OPERATING REVENUES
Transportation and storage of natural gas	$	123		$	122		$	272		$	292
Other	5			6			11			15
Total operating revenues	128			128			283			307
OPERATING EXPENSES
Cost of natural gas and other energy	1			2			3			3
Operating, maintenance and general	61			60			126			117
Depreciation and amortization	35			32			70			63
Total operating expenses	97			94			199			183
OPERATING INCOME	31			34			84			124
OTHER INCOME (EXPENSE)
Interest expense, net of interest capitalized	(12		)	(19		)	(25		)	(37		)
Income (loss) from unconsolidated affiliates	(6		)	6			(2		)	(2		)
Interest income from affiliates	1			7			1			12
Other, net	5			2			4			4
Total other expenses, net	(12		)	(4		)	(22		)	(23		)
INCOME BEFORE INCOME TAX EXPENSE	19			30			62			101
Income tax expense	25			14			37			120
NET INCOME (LOSS)	(6		)	16			25			(19		)
Less: Net income attributable to noncontrolling interest	—			—			—			6
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS	$	(6	)	$	16		$	25		$	(25	)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(unaudited)



	Three Months Ended June 30,					Six Months Ended June 30,
	2015			2014		2015		2014
Net income (loss)	$	(6	)	$	16	$	25	$	(19	)
Other comprehensive income (loss), net of tax:
Actuarial gain (loss) relating to postretirement benefit plans	—			—		1		(1		)
	—			—		1		(1		)
Comprehensive income (loss)	$	(6	)	$	16	$	26	$	(20	)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL

(Dollars in millions)

(unaudited)



	Partners’ Capital		Accumulated Other Comprehensive Income		Total
Balance, December 31, 2014	$	2,925	$	—	$	2,925
Unit-based compensation expense	1		—		1
Other comprehensive income	—		1		1
Net income	25		—		25
Balance, June 30, 2015	$	2,951	$	1	$	2,952

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(unaudited)



	Six Months Ended June 30,
	2015			2014
OPERATING ACTIVITIES
Net income (loss)	$	25		$	(19	)
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	70			63
Deferred income taxes	17			(198		)
Amortization included in interest expense	(12		)	(11		)
Derivative valuation changes	—			7
Unit-based compensation expense	4			2
Losses from unconsolidated affiliates	2			2
Distributions of earnings received from unconsolidated affiliates	8			8
Cash flow changes in other assets and liabilities	3			(3		)
Cash flow changes in operating assets and liabilities	(8		)	262
Net cash flows provided by operating activities	109			113
INVESTING ACTIVITIES
Repayment of note receivable from related party	—			10
Note receivable issued to related party	(40		)	—
Capital expenditures	(65		)	(31		)
Distributions in excess of earnings from unconsolidated affiliates	29			28
Other	—			(16		)
Net cash flows used in investing activities	(76		)	(9		)
FINANCING ACTIVITIES
Distributions to partners	—			(89		)
Net cash flows used in financing activities	—			(89		)
Increase in cash and cash equivalents	33			15
Cash and cash equivalents, beginning of period	32			17
Cash and cash equivalents, end of period	$	65		$	32

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

PANHANDLE EASTERN PIPE LINE COMPANY, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollar amounts are in millions)

(unaudited)


1.	ORGANIZATION AND BASIS OF PRESENTATION

Organization

Panhandle Eastern Pipe Line Company, LP and its subsidiaries (the “Company”) are primarily engaged in the interstate transportation of natural gas from the Gulf of Mexico, south Texas and the Panhandle region of Texas and Oklahoma to major United States markets in the Midwest and Great Lakes regions and storage of natural gas and are subject to the rules and regulations of the FERC. The Company’s subsidiaries are Trunkline Gas Company, LLC, Sea Robin Pipeline Company, LLC and PanGas Storage LLC.

The Company’s operations currently consist of interstate pipelines that transport natural gas from the Gulf of Mexico, South Texas and the panhandle regions of Texas and Oklahoma to major U.S. markets in the Midwest and Great Lakes regions, as well as owning underground storage capacity.

Southern Union Panhandle LLC, an indirect wholly-owned subsidiary of ETP, owns a 1% general partnership interest in PEPL and ETP indirectly owns a 99% limited partnership interest in PEPL.

The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of the Company’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.

Use of Estimates

The unaudited consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.


2.	RELATED PARTY TRANSACTIONS

Accounts receivable from related companies reflected on the consolidated balance sheets primarily related to services provided to ETE, ETP and other affiliates. Accounts payable to related companies reflected on the consolidated balance sheets primarily related to payroll funding and various services provided by ETP and other affiliates.

The following table provides a summary of the related party activity included in our consolidated statements of operations:



	Three Months Ended June 30,					Six Months Ended June 30,
	2015			2014		2015			2014
Operating revenues	$	4		$	4	$	9		$	24
Operating, maintenance and general	12			12		24			24
Interest income — affiliates	1			7		1			12
Income (loss) from unconsolidated affiliates	(6		)	6		(2		)	(2		)

The Company received $20 million and $4 million in cash distributions related to its investment in ETP during the six months ended June 30, 2015 and 2014, respectively. The Company also received $16 million and $30 million in distributions related to its investment in Regency during the six months ended June 30, 2015 and 2014, respectively.

Table of Contents


3.	INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The Company’s investment in Regency consisted of 31.4 million Regency common units and 6.3 million Regency Class F units at December 31, 2014. Following the merger of ETP and Regency in April 2015, the Regency common units and Regency Class F units converted to 15.5 million ETP common units. The Company’s investment is accounted for in our consolidated financial statements using the equity method.

The following table presents aggregated selected income statement data for ETP (on a 100% basis for all periods presented):



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenue	$	11,540	$	14,088	$	21,866	$	27,115
Operating income	888		768		1,496		1,474
Net income	839		547		1,107		1,030

The Company has other equity method investments which were not, individually or in the aggregate, significant to our consolidated financial statements.


4.	INCOME TAXES

For the six months ended June 30, 2015, the statutory rate differed from the effective rate primarily due to statutory rate changes as a result of the merger of ETP and Regency in April 2015. The increase in the effective tax rate for the six months ended June 30, 2014 was primarily due to the Lake Charles LNG Transaction. The Lake Charles LNG Transaction, which was treated as a sale for tax purposes, resulted in $81 million of incremental income tax expense.

On July 23, 2015, the Company reached a final settlement with the Internal Revenue Service (IRS) with regards to the IRS examination of Southern Unions’ tax years 2004 through 2009. For the 2006 tax year, the IRS had challenged $545 million of the $690 million deferred gain associated with the like kind exchange involving certain assets of Southern Union’s distribution operations and gathering and processing operations. The terms of the settlement specify that the Company’s position with regards to the deferred gain on the like kind exchange was materially correct and as a result, the Company will receive refunds totaling approximately $6 million for periods under examination.


5.	DERIVATIVE ASSETS AND LIABILITIES

The Company is exposed to certain risks in its ongoing business operations. The Company, from time to time, uses interest rate derivative contracts to manage interest rate risk associated with its long-term borrowings. The Company recognizes all derivative assets and liabilities at fair value on the consolidated balance sheets. The Company had no outstanding interest rate swap agreements as of June 30, 2015 or December 31, 2014.

The following table summarizes the location and amount (excluding income tax effects) of derivative instrument gains and losses reported in the Company’s consolidated financial statements:



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Economic Hedges:
Interest rate contracts:
Increase in interest expense	$	—	$	4	$	—	$	7

Table of Contents

Credit Risk

Credit risk refers to the risk that a shipper may default on its contractual obligations resulting in a credit loss to the Company. A credit policy has been approved and implemented to govern the Company’s portfolio of shippers with the objective of mitigating credit losses. This policy establishes guidelines, controls, and limits, consistent with FERC filed tariffs, to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential shippers, monitoring agency credit ratings, and by implementing credit practices that limit credit exposure according to the risk profiles of the shippers. Furthermore, the Company may, at times, require collateral under certain circumstances in order to mitigate credit risk as necessary.

The Company’s shippers consist of a diverse portfolio of customers across the energy industry, including oil and gas producers, midstream companies, municipalities, utilities, and commercial and industrial end users. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that could impact our shippers to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of shipper non-performance.


6.	FAIR VALUE MEASURES

The Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2015 or December 31, 2014. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities. Based on the estimated borrowing rates currently available to the Company and its subsidiaries for loans with similar terms and average maturities, the aggregate fair value of the Company’s consolidated debt obligations at June 30, 2015 and December 31, 2014 was $1.22 billion and $1.24 billion, respectively. The fair value of the Company’s consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities. The Company did not have any Level 3 instruments measured at fair value using significant unobservable inputs at June 30, 2015 or December 31, 2014 and there were no transfers between hierarchy levels.


7.	REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES

Sea Robin Rate Case

On December 2, 2013, Sea Robin filed a general NGA Section 4 rate case at the FERC as required by a previous rate case settlement. In the filing, Sea Robin seeks to increase its authorized rates to recover costs related to asset retirement obligations, depreciation, and return and taxes. A settlement was reached with the shippers and a stipulation and agreement was filed with the FERC on July 23, 2014. The settlement was certified to the FERC by the administrative law judge on October 7, 2014 and was approved by the FERC on June 26, 2015. As of June 30, 2015, Sea Robin had accrued refund provisions related to the settlement of $11 million, including interest.

PEPL Holdings Guarantee of Collection

The Company fully and unconditionally guaranteed (the “Panhandle Guarantee”) all of the payment obligations of Regency and Regency Energy Finance Corp. under their $600 million in aggregate principal amount of 4.50% senior notes due November 2023, until May 28, 2015, at which time ETP entered into a supplemental indenture relating to the senior notes pursuant to which it has agreed to become a co-obligor with respect to the payment obligations thereunder. Accordingly, pursuant to the terms of the senior notes, the Company’s obligations under the Panhandle Guarantee were released.

Contingent Residual Support Agreement with ETP

The Company provides contingent, residual support to Citrus ETP Finance LLC (on a non-recourse basis to the Company) with respect to Citrus ETP Finance LLC’s obligations to ETP to support the payment of $2 billion in principal amount of senior notes issued by ETP on January 17, 2012.

Environmental Matters

The Company’s operations are subject to federal, state and local laws, rules and regulations regarding water quality, hazardous and solid waste management, air quality control and other environmental matters. These laws, rules and regulations require the Company to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Failure to comply with environmental laws, rules and regulations may expose the Company to significant fines, penalties and/or interruptions in operations. The Company’s environmental policies and procedures are designed to achieve compliance with such applicable laws and regulations. These evolving laws and regulations and claims for damages to property, employees, other persons and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future. The Company engages in

Table of Contents

a process of updating and revising its procedures for the ongoing evaluation of its operations to identify potential environmental exposures and enhance compliance with regulatory requirements.

Environmental Remediation

The Company is responsible for environmental remediation at certain sites on its natural gas transmission systems for contamination resulting from the past use of lubricants containing PCBs in compressed air systems; the past use of paints containing PCBs; and the prior use of wastewater collection facilities and other on-site disposal areas. The Company has implemented a program to remediate such contamination. The primary remaining remediation activity on the Company’s systems is associated with past use of paints containing PCBs or PCB impacts to equipment surfaces and to a building at one location. The PCB assessments are ongoing and the related estimated remediation costs are subject to further change. Other remediation typically involves the management of contaminated soils and may involve remediation of groundwater. Activities vary with site conditions and locations, the extent and nature of the contamination, remedial requirements, complexity and sharing of responsibility. The ultimate liability and total costs associated with these sites will depend upon many factors. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, the Company could potentially be held responsible for contamination caused by other parties. In some instances, the Company may share liability associated with contamination with other potentially responsible parties. The Company may also benefit from contractual indemnities that cover some or all of the cleanup costs. These sites are generally managed in the normal course of business or operations.

The Company’s environmental remediation activities are undertaken in cooperation with and under the oversight of appropriate regulatory agencies, enabling the Company under certain circumstances to take advantage of various voluntary cleanup programs in order to perform the remediation in the most effective and efficient manner.

Environmental Remediation Liabilities

The table below reflects the amount of accrued liabilities recorded on the consolidated balance sheets at the dates indicated to cover environmental remediation activities where management believes a loss is probable and reasonably estimable. The Company is not able to estimate the possible loss or range of loss in excess of amounts accrued. The Company does not have any material environmental remediation matters assessed as reasonably possible.



	June 30, 2015		December 31, 2014
Current	$	—	$	1
Non-current	3		3
Total environmental liabilities	$	3	$	4

Litigation and Other Claims

The Company is involved in legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business.

Attorney General of the Commonwealth of Massachusetts v. New England Gas Company.

On July 7, 2011, the Massachusetts Attorney General (“AG”) filed a regulatory complaint with the Massachusetts Department of Public Utilities (“MDPU”) against New England Gas Company with respect to certain environmental cost recoveries. The AG is seeking a refund to New England Gas Company customers for alleged “excessive and imprudently incurred costs” related to legal fees associated with Southern Union’s environmental response activities. In the complaint, the AG requests that the MDPU initiate an investigation into the New England Gas Company’s collection and reconciliation of recoverable environmental costs including: (i) the prudence of any and all legal fees, totaling approximately $19 million, that were charged by the Kasowitz, Benson, Torres & Friedman firm and passed through the recovery mechanism since 2005, the year when a partner in the firm, the Southern Union former Vice Chairman, President and Chief Operating Officer, joined Southern Union’s management team; (ii) the prudence of any and all legal fees that were charged by the Bishop, London & Dodds firm and passed through the recovery mechanism since 2005, the period during which a member of the firm served as Southern Union’s Chief Ethics Officer; and (iii) the propriety and allocation of certain legal fees charged that were passed through the recovery mechanism that the AG contends only qualify for a lesser, 50%, level of recovery. Southern Union has filed its answer denying the allegations and moved to dismiss the complaint, in part on a theory of collateral estoppel. The hearing officer has deferred consideration of Southern Union’s motion to dismiss. The AG’s motion to be reimbursed expert and consultant costs by Southern Union of up to $150,000 was granted. By tariff, these costs are recoverable through rates charged to New England

Table of Contents

Gas Company customers. The hearing officer previously stayed discovery pending resolution of a dispute concerning the applicability of attorney-client privilege to legal billing invoices. The MDPU issued an interlocutory order on June 24, 2013 that lifted the stay, and discovery has resumed. The Company (as successor to Southern Union) believes it has complied with all applicable requirements regarding its filings for cost recovery and has not recorded any accrued liability; however, the Company will continue to assess its potential exposure for such cost recoveries as the matter progresses.

Liabilities for Litigation and Other Claims

The Company records accrued liabilities for litigation and other claim costs when management believes a loss is probable and reasonably estimable. When management believes there is at least a reasonable possibility that a material loss or an additional material loss may have been incurred, the Company discloses (i) an estimate of the possible loss or range of loss in excess of the amount accrued; or (ii) a statement that such an estimate cannot be made. As of June 30, 2015 and December 31, 2014, the Company recorded litigation and other claim-related accrued liabilities of $21 million and $21 million, respectively. The Company does not have any material litigation or other claim contingency matters assessed as probable or reasonably possible that would require disclosure in the financial statements.

Other Commitments and Contingencies

Unclaimed Property Audits. The Company is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment (the transfer of property to the state) of unclaimed or abandoned funds, and is subject to audit and examination for compliance with these requirements. The Company is currently being examined by a third party auditor on behalf of nine states for compliance with unclaimed property laws.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(Tabular dollar amounts are in millions)

The information in Item 2 has been prepared pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q. Accordingly, this Item 2 includes only management’s narrative analysis of the results of operations and should be read in conjunction with (i) our historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q; (ii) our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015; and (iii) our management’s discussion and analysis of financial condition and results of operations included in our 2014 Form 10-K.

Table of Contents

RESULTS OF OPERATIONS



	Six Months Ended June 30,
	2015			2014
OPERATING REVENUES
Transportation and storage of natural gas	$	272		$	292
Other	11			15
Total operating revenues	283			307
OPERATING EXPENSES
Cost of natural gas and other energy	3			3
Operating, maintenance and general	126			117
Depreciation and amortization	70			63
Total operating expenses	199			183
OPERATING INCOME	84			124
OTHER INCOME (EXPENSE)
Interest expense, net of interest capitalized	(25		)	(37		)
Losses from unconsolidated affiliates	(2		)	(2		)
Interest income from affiliates	1			12
Other, net	4			4
Total other expenses, net	(22		)	(23		)
INCOME BEFORE INCOME TAX EXPENSE	62			101
Income tax expense	37			120
NET INCOME (LOSS)	25			(19		)
Less: Net income attributable to noncontrolling interest	—			6
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS	$	25		$	(25	)
Panhandle natural gas volumes transported (TBtu):
PEPL	308			322
Trunkline	356			366
Sea Robin	56			68

Operating Revenues. Operating revenues decreased for the six months ended June 30, 2015 compared to the same period in the prior year primarily due to the impact of colder weather in the first quarter of 2014, which increased loan-related and firm reservation transportation revenues.

Operating Expenses. Operating expenses increased for the six months ended June 30, 2015 compared to the same period in the prior year primarily due to $5 million in higher general expense projects due to timing differences and a variance in the number of projects year over year. The remaining increase relates to higher legal fees due to a $3 million legal reserve that was reversed during the first quarter of 2014.

Interest Expense, Net of Interest Capitalized. Interest expense, net of interest capitalized, decreased for the six months ended June 30, 2015 compared to the same period in the prior year due to the repayment of long-term debt during 2014.

Losses From Unconsolidated Affiliates. Losses from unconsolidated affiliates included the impact of a non-cash loss of $9 million during the three months ended June 30, 2015, which resulted from the conversion of the Regency common units and Regency Class F units owned by the Company into ETP common units and the corresponding reduction of the Company’s proportionate ownership as the Company’s investment balance exceeded the fair value of the new units issued on a per-unit basis.

Interest Income From Affiliates. Interest income from affiliates decreased for the six months ended June 30, 2015 compared to the same period in the prior year due to the settlement of a note receivable from related party during 2014.

Table of Contents

Income Taxes. For the six months ended June 30, 2015, the statutory rate differed from the effective rate primarily due to statutory rate changes as a result of the merger of ETP and Regency in April 2015. The increase in the effective tax rate for the six months ended June 30, 2014 was primarily due to the Lake Charles LNG Transaction. The Lake Charles LNG Transaction, which was treated as a sale for tax purposes, resulted in $81 million of incremental income tax expense in 2014.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 3, Quantitative and Qualitative Disclosures About Market Risk, has been omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that information required to be disclosed by us, including our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Under the supervision and with the participation of senior management, including the Chief Executive Officer (“Principal Executive Officer”) and the Chief Financial Officer (“Principal Financial Officer”) of our General Partner, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a–15(e) promulgated under the Exchange Act. Based on this evaluation, the Principal Executive Officer and the Principal Financial Officer of our General Partner concluded that our disclosure controls and procedures were effective as of June 30, 2015 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer of our General Partner, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to or has property subject to litigation and other proceedings, including matters arising under provisions relating to the protection of the environment, as described in Note 7 in this Quarterly Report on Form 10-Q and in Note 14 in the Company’s Form 10-K for the year ended December 31, 2014.

The Company is subject to federal and state requirements for the protection of the environment, including those for the discharge of hazardous materials and remediation of contaminated sites. As a result, the Company is a party to or has its property subject to various other lawsuits or proceedings involving environmental protection matters. For information regarding these matters, see Note 7 in this Quarterly Report on Form 10-Q and Note 14 included in the Company’s Form 10-K for the year ended December 31, 2014.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company’s Form 10-K filed with the SEC on February 27, 2015.

Table of Contents

ITEM 6. EXHIBITS

The exhibits listed below are filed or furnished, as indicated, as part of this report:



	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

* Filed herewith.

** Furnished herewith.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Panhandle Eastern Pipe Line Company, LP has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		PANHANDLE EASTERN PIPE LINE COMPANY, LP
		(Registrant)


Date:	August 7, 2015	By:	/s/ A. Troy Sturrock
			A. Troy Sturrock
			Vice President and Controller (duly authorized to sign on behalf of the registrant)

Attached files

PANHANDLE EASTERN PIPE LINE COMPANY, LP Reports

Also read