View Filing Data

Document And Entity Information	3 Months Ended
Document And Entity Information	Mar. 31, 2012 USD ($) shares
Document Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Information [Abstract]
Entity Registrant Name	Panhandle Eastern Pipe Line Co LP
Entity Central Index Key	0000076063
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float \| $	$ 0
Entity Common Stock, Shares Outstanding \| shares	0

CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Mar. 31, 2012	Dec. 31, 2011
Successor [Member]
Current assets:
Cash and cash equivalents	$ 52
Accounts receivable, billed and unbilled, net of allowances of nil and $993, respectively	74,135
Accounts receivable - related parties	34,974
Natural gas imbalances - receivable	48,244
Note receivable - related party	0
System natural gas and operating supplies	92,658
Other	20,665
Total current assets	270,728
Property, plant and equipment:
Plant in service	4,237,913
Construction work in progress	60,058
Property, Plant and Equipment, Gross	4,297,971
Less accumulated depreciation and amortization	2,847
Net property, plant and equipment	4,295,124
Goodwill	925,824
Note receivable - related party	775,730
Other	112,406
Total assets	6,379,812
Partners' Capital
Partners' capital	3,225,172
Accumulated other comprehensive loss	0
Tax sharing note receivable - related party	0
Total partners' capital	3,225,172
Long-term debt	1,779,568
Total capitalization	5,004,740
Current liabilities:
Current portion of long-term debt	0
Accounts payable	9,727
Accounts payable - related parties	168,908
Natural gas imbalances - payable	115,242
Accrued taxes	17,699
Accrued interest	23,049
Capital Accruals	6,866
Other	52,384
Total current liabilities	393,875
Deferred income taxes, net	862,681
Other	118,516
Commitments and contingencies	0
Total partners' capital and liabilities	$ 6,379,812
Predecessor [Member]
Current assets:
Cash and cash equivalents		$ 50
Accounts receivable, billed and unbilled, net of allowances of nil and $993, respectively		75,775
Accounts receivable - related parties		6,319
Natural gas imbalances - receivable		52,939
Note receivable - related party		342,386
System natural gas and operating supplies		114,739
Other		20,886
Total current assets		613,094
Property, plant and equipment:
Plant in service		4,045,688
Construction work in progress		41,828
Property, Plant and Equipment, Gross		4,087,516
Less accumulated depreciation and amortization		733,228
Net property, plant and equipment		3,354,288
Goodwill		0
Note receivable - related party		688,330
Other		19,325
Total assets		4,675,037
Partners' Capital
Partners' capital		1,809,346
Accumulated other comprehensive loss		(16,176)
Tax sharing note receivable - related party		(1,156)
Total partners' capital		1,792,014
Long-term debt		1,624,229
Total capitalization		3,416,243
Current liabilities:
Current portion of long-term debt		342,386
Accounts payable		13,295
Accounts payable - related parties		52,055
Natural gas imbalances - payable		144,697
Accrued taxes		17,541
Accrued interest		14,280
Capital Accruals		10,814
Other		55,146
Total current liabilities		650,214
Deferred income taxes, net		538,284
Other		70,296
Commitments and contingencies		0
Total partners' capital and liabilities		$ 4,675,037

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2012	Mar. 25, 2012	Mar. 31, 2011
Successor [Member]
Operating revenues:
Transportation and storage of natural gas	$ 9,772
LNG terminalling revenue	3,526
Other	178
Total operating revenues	13,476
Operating expenses:
Operating, maintenance and general	(3,657)
Operating, maintenance and general - affiliate	39,252
Depreciation and amortization	2,697
Taxes, other than on income	637
Total operating expenses	38,929
Operating income	(25,453)
Other income (expenses):
Interest expense	(907)
Interest income - affiliates	8
Other, net	4
Total other expenses, net	(895)
Earnings before income taxes	(26,348)
Income taxes	(7,408)
Net earnings	$ (18,940)
Predecessor [Member]
Operating revenues:
Transportation and storage of natural gas		$ 140,140	$ 145,516
LNG terminalling revenue		51,127	54,172
Other		2,654	2,606
Total operating revenues		193,921	202,294
Operating expenses:
Operating, maintenance and general		52,681	56,301
Operating, maintenance and general - affiliate		13,837	13,398
Depreciation and amortization		30,225	32,274
Taxes, other than on income		8,801	9,305
Total operating expenses		105,544	111,278
Operating income		88,377	91,016
Other income (expenses):
Interest expense		(25,226)	(26,934)
Interest income - affiliates		2,204	2,169
Other, net		68	62
Total other expenses, net		(22,954)	(24,703)
Earnings before income taxes		65,423	66,313
Income taxes		24,941	20,701
Net earnings		$ 40,482	$ 45,612

CONDENSED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2012	Mar. 25, 2012	Mar. 31, 2011
Successor [Member]
Statement Of Income And Comprehensive Income [Line Items]
Net earnings	$ (18,940)
Reclassification of unrealized loss on interest rate hedges into earnings	0
Change in fair value of interest rate hedges	0
Reclassification of prior service cost (credit) relating to other postretirement benefits into earnings	0
Other Comprehensive Income (Loss), Net of Tax	0
Comprehensive income	$ (18,940)
Predecessor [Member]
Statement Of Income And Comprehensive Income [Line Items]
Net earnings		$ 40,482	$ 45,612
Reclassification of unrealized loss on interest rate hedges into earnings		2,515	3,222
Change in fair value of interest rate hedges		0	(428)
Reclassification of prior service cost (credit) relating to other postretirement benefits into earnings		398	(378)
Other Comprehensive Income (Loss), Net of Tax		2,913	2,416
Comprehensive income		$ 43,395	$ 48,028

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

This element represents Other Comprehensive Income or Loss, Net of Tax, for the period. Includes deferred gains or losses on qualifying hedges, unrealized holding gains or losses on available-for-sale securities, minimum pension liability, and cumulative translation adjustment. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

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+ Details

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2012	Mar. 25, 2012	Mar. 31, 2011
Successor [Member]
Cash flows provided by (used in) operating activities:
Net earnings	$ (18,940)
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation and amortization	2,697
Deferred income taxes, net	820
Gain on curtailment of OPEB benefits	(10,527)
Changes in operating assets and liabilities net of Merger impact	35,142
Net cash flows provided by operating activities	9,192
Cash flows (used in) provided by investing activities:
Net increase in note receivable - related parties	250
Net increase (decrease) in income taxes payable - related parties	(8,228)
Additions to property, plant and equipment	(1,273)
Plant retirements and other	32
Net cash flows used in investing activities	(9,219)
Cash flows provided by (used in) financing activities:
Issuance of long-term debt	0
Repayment of debt	0
Issuance costs of debt	0
Other	0
Net cash flows provided by (used in) financing activities	0
Change in cash and cash equivalents	(27)
Cash and cash equivalents at beginning of period	79
Cash and cash equivalents at end of period	52	$ 79
Predecessor [Member]
Cash flows provided by (used in) operating activities:
Net earnings		40,482	$ 45,612
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation and amortization		30,225	32,274
Deferred income taxes, net		18,958	30,140
Gain on curtailment of OPEB benefits		0	0
Changes in operating assets and liabilities net of Merger impact		21,902	5,257
Net cash flows provided by operating activities		111,567	113,283
Cash flows (used in) provided by investing activities:
Net increase in note receivable - related parties		254,736	(93,300)
Net increase (decrease) in income taxes payable - related parties		5,158	(9,947)
Additions to property, plant and equipment		(27,588)	(10,828)
Plant retirements and other		345	1,806
Net cash flows used in investing activities		232,651	(112,269)
Cash flows provided by (used in) financing activities:
Issuance of long-term debt		455,000	0
Repayment of debt		(797,386)	0
Issuance costs of debt		1,803	0
Other		0	(1,012)
Net cash flows provided by (used in) financing activities		(344,189)	(1,012)
Change in cash and cash equivalents		29	2
Cash and cash equivalents at beginning of period	$ 79	50	56
Cash and cash equivalents at end of period		$ 79	$ 58

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	Successor [Member]	Predecessor [Member]	Partners Capital [Member] Successor [Member]	Partners Capital [Member] Predecessor [Member]	Accumulated Other Comprehensive Loss [Member] Successor [Member]	Accumulated Other Comprehensive Loss [Member] Predecessor [Member]	Tax Sharing Note Receivable [Member] Successor [Member]	Tax Sharing Note Receivable [Member] Predecessor [Member]
Beginning balance at Dec. 31, 2011		$ 1,792,014		$ 1,809,346		$ (16,176)		$ (1,156)
Tax sharing receivable - Southern Union		288		0		0		288
Comprehensive income:
Net earnings		40,482		40,482		0		0
Other Comprehensive Income (Loss), Net of Tax		2,913		0		2,913		0
Ending balance at Mar. 25, 2012		$ 1,835,697		$ 1,849,828		$ (13,263)		$ (868)
Comprehensive income:
Net earnings	$ (18,940)		$ (18,940)		$ 0		$ 0
Ending balance at Mar. 31, 2012	$ 3,225,172		$ 3,225,172		$ 0		$ 0

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

The amount of ownership interest of different classes of partners in limited partnership.

+ References + Details

Description of Business

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Corporate Structure

The accompanying unaudited interim condensed consolidated financial statements of PEPL, a Delaware limited partnership, and its subsidiaries have been prepared pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q. These statements do not include all of the information and annual note disclosures required by GAAP, and should be read in conjunction with the Company's financial statements and notes thereto for the year ended December 31, 2011, which are included in the Company's Form 10-K filed with the SEC. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and reflect adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim period. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Due to the seasonal nature of the Company's operations, the results of operations and cash flows for any interim period are not necessarily indicative of the results that may be expected for the full year.

In 1999, the Company discontinued application of regulatory-based accounting policies for its units which had been applying such accounting policies, primarily due to the level of market competition resulting in increased discounting from tariff rates and impacting the Company's prospects for recovering changes in costs levels through future rate cases. The accounting required by the regulatory-based authoritative guidance differs from the accounting required for businesses that do not apply its provisions. Transactions that are generally recorded differently as a result of applying regulatory accounting requirements include, among others, recognition of regulatory assets, the capitalization of an equity component of invested funds on regulated capital projects and depreciation differences.

1. Description of Business

Panhandle is primarily engaged in the interstate transportation and storage of natural gas and also provides LNG terminalling and regasification services. The Company is subject to the rules and regulations of the FERC. The Company's entities include the following:

PEPL, an indirect wholly-owned subsidiary of Southern Union Company;
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 Storage, a direct wholly-owned subsidiary of PEPL.

The Company's pipeline assets include approximately 10,000 miles 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 region. The pipelines have a combined peak day delivery capacity of 5.5 Bcf/d and approximately 68.1 Bcf of owned underground storage capacity. The Company also owns and operates an LNG import terminal located on Louisiana's Gulf Coast, and has 9.0 Bcf of above ground LNG storage capacity.

Southern Union Panhandle, LLC, an indirect wholly-owned subsidiary of Southern Union Company, serves as the general partner of PEPL and owns a one percent general partnership interest in PEPL. PEPL Holdings, LLC, an indirect wholly-owned subsidiary of Southern Union Company, owns a ninety-nine percent limited partnership interest in PEPL.

See Note 3 – ETE Merger for information related to Southern Union's merger with ETE on March 26, 2012.

New Accounting Principles and Other Matters

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Summary of Significant Accounting Policies and Other Matters

2. Summary of Significant Accounting Policies

There have been no changes in the Company's accounting policies as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011, except as noted below.

Business Combination Accounting. Southern Union's March 26, 2012 merger transaction with ETE was accounted for by ETE using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on their fair value. By the application of “push-down” accounting, PEPL's assets, liabilities and partners' capital were accordingly adjusted to fair value on March 26, 2012. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. Southern Union has used outside appraisers to assist in the initial determination of fair value. The appraisal related to Southern Union's merger with ETE is expected to be finalized in the third quarter of 2012. See Note 3 – ETE Merger.

- Definition

Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-URI http://asc.fasb.org/extlink&oid=6510796

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=6958853&loc=d3e46468-122699

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6801783&loc=d3e22583-107794

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

+ Details

ETE Merger

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

ETE Merger

3. ETE Merger

On March 26, 2012, Southern Union, ETE, and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (Merger Sub), completed their previously announced merger transaction. Pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended by Amendment No. 1 thereto dated as of September 14, 2011 (as amended, the Merger Agreement), among Southern Union, ETE and Merger Sub, Merger Sub was merged with and into Southern Union, with Southern Union continuing as the surviving corporation as an indirect, wholly-owned subsidiary of ETE (the Merger). The Merger became effective on March 26, 2012 at 12:59 p.m., Eastern Time (the Effective Time).

In connection with, and immediately prior to the Effective Time of the Merger, CrossCountry Energy, LLC, an indirect wholly-owned subsidiary of Southern Union (CrossCountry Energy), ETP, Citrus ETP Acquisition, L.L.C. (ETP Merger Sub), Citrus ETP Finance LLC, ETE, PEPL Holdings, LLC, a newly created indirect wholly-owned subsidiary of Southern Union (PEPL Holdings), and Southern Union consummated the transactions contemplated by that certain Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended by Amendment No. 1 thereto dated as of September 14, 2011 and Amendment No. 2 thereto dated as of March 23, 2012 (as amended, the Citrus Merger Agreement) by and among ETP, ETP Merger Sub and Citrus ETP Finance LLC, on the one hand, and ETE, CrossCountry Energy, PEPL Holdings and Southern Union, on the other hand.

Immediately prior to the Effective Time, Southern Union, Crosscountry Energy and PEPL Holdings became parties to the Citrus Merger Agreement by joinder to, and Southern Union assumed the obligations and rights of ETE thereunder. Southern Union made certain customary representations, warranties, covenants and indemnities in the Citrus Merger Agreement. Pursuant to the Citrus Merger Agreement, ETP Merger Sub was merged with and into CrossCountry Energy (the Citrus Merger), with CrossCountry Energy continuing as the surviving entity in the Citrus Merger as a wholly-owned subsidiary of ETP and, as a result thereof, ETP, through its subsidiaries, indirectly owns 50 percent of the outstanding capital stock of Citrus Corp. (Citrus). As consideration for the Citrus Merger, Southern Union received from ETP $2.0 billion, consisting of $1.895 billion in cash and $105 million of common units representing limited partner interests in ETP.

Immediately prior to the Effective Time, $1.45 billion of the total cash consideration received in respect of the Citrus Merger was contributed to Merger Sub in exchange for an equity interest in Merger Sub. In connection with the Merger, at the Effective Time, such equity interest in Merger Sub held by CCE Holdings was cancelled and retired.

Pursuant to the Citrus Merger Agreement, immediately prior to the Effective Time, (i) Southern Union contributed its ownership interests in Panhandle Eastern Pipe Line Company, LP and Southern Union Panhandle, LLC (collectively, the Panhandle Interests) to PEPL Holdings (the Panhandle Contribution); and (ii) following the Panhandle Contribution, Southern Union entered into a contingent residual support agreement (the Support Agreement) with ETP and Citrus ETP Finance LLC, pursuant to which Southern Union agreed to provide contingent, residual support to Citrus ETP Finance LLC (on a non-recourse basis to Southern Union) with respect to Citrus ETP Finance LLC's obligations to ETP to support the payment of $2.0 billion in principal amount of senior notes issued by ETP on January 17, 2012.

Expenses Related to the Merger

Merger-related costs of $41.4 million include charges related to employment agreements with certain executives that provide for compensation when their employment was terminated and severance costs associated with administrative headcount reductions, as well as an allocation of such charges for Southern Union employees.

The Company also recognized a $10.5 million net gain due to the curtailment of certain other postretirement employee benefit plans. See Note 8 – Benefits for more information on the curtailment.

Allocation of Consideration Transferred

The Merger was accounted for using business combination accounting under applicable accounting principles. Business combination accounting requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. The table below represents the allocation of the total consideration to Southern Union's tangible and intangible assets and liabilities as of March 26, 2012 based upon management's estimate of their respective fair values. The goodwill resulting from the Merger is primarily due to expected commercial and operational synergies and is not deductible for tax purposes.

			(In thousands)
Cash and cash equivalents		$	79
Other current assets			230,466
Property and equipment			4,296,154
Goodwill			925,824
Identified intangibles (1)			47,000
Other noncurrent assets			782,942
Long-term debt, including current portion			(1,780,068)
Deferred income taxes			(862,699)
Other liabilities			(395,586)
	Total fair value of partners' capital	$	3,244,112

___________________

(1) Identified intangibles will be amortized over a life of approximately 19 years and are included in Other non-current assets in the unaudited Condensed Consolidated Balance Sheet.

Southern Union used appraisers to assist in the initial determination of fair value. The appraisal related to the Merger is expected to be finalized in the third quarter of 2012.

Related Party Transactions

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Related Party Transactions

4. Related Party Transactions

The following table provides a summary of related party transactions for the periods presented.

		Successor		Predecessor
Related Party Transactions		Period from Acquisition (March 26, 2012) to March 31, 2012		Period from January 1, 2012 to March 25, 2012		Three months ended March 31, 2011

		(In thousands)			(In thousands)

Transportation and storage
	of natural gas (1)	$	65	$	938	$	1,008
Operation and maintenance:
	Management and royalty fees		337		4,843		5,055
	Other expenses (2)		38,915		8,994		8,343
Other income, net:
	Interest income - Southern Union		8		612		387
	Interest income - CrossCountry Citrus		-		1,592		1,782
	Other		4		68		66

___________________________

Represents transportation and storage revenues with Missouri Gas Energy, a Southern Union division.
Primarily includes allocations of corporate charges for Merger-related employee expenses from Southern Union, partially offset for expenses attributable to services provided by Panhandle on behalf of other affiliate companies.

Pursuant to a demand note with Southern Union Company 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 the demand note and expects repayment to ultimately occur to primarily fund capital expenditures or debt retirements.

The interest rate under the note receivable with CrossCountry Citrus was based on the variable interest rate under the term loan facility due in 2012 plus a credit spread over LIBOR of 112.5 basis points. The note receivable was repaid on March 26, 2012.

The counterparty to the notes receivable is the parent of the Company, Southern Union, whose debt is rated BBB- by Fitch Ratings, Baa3 by Moody's Investor Services, Inc. and BBB- by Standard & Poor's.

The following table provides a summary of the related party balances included in the Condensed Consolidated Balance Sheets at the dates indicated.

		Successor		Predecessor
		March 31, 2012		December 31, 2011

		(In thousands)		(In thousands)
Notes receivable - related parties
	Current:
	CrossCountry Citrus	$	-	$	342,386

	Noncurrent:
	Southern Union		775,730		688,330


Accounts receivable - related parties (1)		$	34,974	$	6,319

Accounts payable - related parties:
	Southern Union - income taxes (2)	$	30,614	$	33,148
	Southern Union - other (3)		138,120		18,729
	Other (4)		174		178
		$	168,908	$	52,055

______________________________

Primarily related to amounts due from Southern Union for value received, interest income associated with the Note receivable – CrossCountry Citrus, and services provided for Citrus.
Related to income taxes payable to Southern Union per the tax sharing agreement to provide for taxes to be remitted upon the filing of the tax return.
Primarily related to payroll funding including Merger-related expenses, provided by Southern Union. The March 31, 2012 and December 31, 2011 amounts are net of insurance proceeds of nil and $2.2 million, respectively, owed by Southern Union to the Company.
Primarily related to various administrative and operating costs paid by other affiliate companies on behalf of the Company.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Topic 850
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Regulation and Rates

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Regulatory Matters

5. Regulation and Rates

In October 2011, Trunkline and Sea Robin jointly filed with FERC to transfer all of Trunkline's offshore facilities, and certain related onshore facilities, by abandonment and sale to Sea Robin to consolidate and streamline the ownership and operation of all regulated offshore assets under one entity and better position the offshore assets competitively. Several parties have filed interventions and protests of this filing. The Company is responding to information requests from FERC on this filing. The transfer is subject to approval by FERC.

In November 2011, FERC commenced an audit of PEPL to evaluate its compliance with the Uniform System of Accounts as prescribed by FERC, annual and quarterly financial reporting to FERC, reservation charge crediting policy and record retention. The audit is related to the period from January 1, 2010 to present and is estimated to take approximately one year to complete.

Comprehensive Income

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Comprehensive Income

6. Comprehensive Income

The table below sets forth the tax amounts included in the respective components of Comprehensive income for the periods presented.

		Successor		Predecessor
		Period from Acquisition (March 26, 2012) to March 31, 2012		Period from January 1, 2012 to March 25, 2012		Three months ended March 31, 2011

					(In thousands)
Tax benefit included in comprehensive income
Reclassification of unrealized loss on interest rate hedges
	into earnings	$	-	$	1,700	$	2,164
Change in fair value of interest rate hedges			-		-		(287)
Reclassification of prior service credit relating to other
	postretirement benefits into earnings		-		14		(144)
Tax benefit included in comprehensive income		$	-	$	1,714	$	1,733

The table presents the components in Accumulated comprehensive income as of the dates indicated.

		Successor		Predecessor
		March 31,		December 31,
		2012		2011

		(In thousands)		(In thousands)

Other postretirement plan - net actuarial loss and prior
	service costs, net	$	-	$	(12,781)
Interest rate hedges, net			-		(3,395)
Total Accumulated other comprehensive loss, net of tax		$	-	$	(16,176)

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14-26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e681-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 16
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
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-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e689-108580

+ Details

Debt Obligations

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Debt Obligations

7. Debt Obligations

The following table sets forth the debt obligations of the Company at the dates indicated.

		Successor		Predecessor
		March 31, 2012		December 31, 2011
		(In thousands)		(In thousands)



6.05% Senior Notes due 2013		$	250,000	$	250,000
6.20% Senior Notes due 2017			300,000		300,000
8.125% Senior Notes due 2019			150,000		150,000
7.00% Senior Notes due 2029			66,305		66,305
7.00% Senior Notes due 2018			400,000		400,000
Term Loans due 2012			-		797,386
Term Loan due 2015			455,000		-
Net premiums on long-term debt			0		2,924
Unamortized fair value adjustments			158,263		-
	Total debt outstanding		1,779,568		1,966,615
Current portion of long-term debt			-		(342,386)
Total long-term debt		$	1,779,568	$	1,624,229

Total fair value of consolidated debt obligations		$	1,758,437	$	2,128,319

The fair value of the Company's term loans as of March 31, 2012 and December 31, 2011 was determined using the market approach, which utilized Level 2 inputs consisting of reported recent loan transactions for parties of similar credit quality and remaining life, as there is no active secondary market for loans of that type and size.

The fair value of the Company's other long-term debt as of March 31, 2012 and December 31, 2011 was also determined using the market approach, which utilized observable market data to corroborate the estimated credit spreads and prices for the Company's non-bank long-term debt securities in the secondary market. Those valuations were based in part upon the reported trades of the Company's non-bank long-term debt securities where available and the actual trades of debt securities of similar credit quality and remaining life where no secondary market trades were reported for the Company's non-bank long-term debt securities.

Term Loans. On March 26, 2012, the Company retired the $465 million term loan due June 2012 ($342.4 million of which was outstanding) of its wholly-owned LNG Holdings subsidiary, utilizing a portion of the $445 million in merger consideration received in connection with the Citrus Merger.

In February 2012, the Company refinanced LNG Holdings' $455 million term loan due March 2012 with an unsecured three-year term loan facility due February 2015, with LNG Holdings as borrower and PEPL and Trunkline LNG as guarantors and a floating interest rate tied to LIBOR plus a margin based on the rating of PEPL's senior unsecured debt.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Benefits

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Benefits

8. Benefits

The following table sets forth the components of net periodic benefit cost of the Company's postretirement benefit plan for the periods presented.

	Successor		Predecessor
	Period from Acquisition (March 26, 2012) to March 31, 2012		Period from January 1, 2012 to March 25, 2012		Three months ended March 31, 2011

	(In thousands)		(In thousands)

Service cost	$	-	$	624	$	637
Interest cost		18		836		950
Expected return on plan assets		(92)		(918)		(950)
Prior service credit amortization		-		(472)		(522)
Actuarial loss amortization		-		298		-
Curtailment recognition (1)		(10,527)		-		-
Net periodic benefit cost	$	(10,601)	$	368	$	115

_________________

Subsequent to the Merger, the Company amended certain of its other postretirement employee benefit plans, which prospectively restrict participation in the plans for the impacted 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 $69.8 million, $59.3 million of which is refundable to customers, thus the net curtailment gain recognition was $10.5 million.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Income Taxes

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Income Taxes

9. Income Taxes

The following table summarizes the Company's income taxes for the periods presented.

	Successor		Predecessor
	Period from Acquisition (March 26, 2012) to March 31, 2012		Period from January 1, 2012 to March 25, 2012		Three months ended March 31, 2011

	(In thousands)		(In thousands)

Income tax expense (benefit)	$	(7,408)	$	24,941	$	20,701
Effective tax rate		28%		38%		31%

The EITR for the successor period is lower than the combined federal and state income tax statutory rates primarily due to non deductible excess parachute payments resulting from Merger-related employee severance expenses.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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+ Details

Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Derivative Instruments and Hedging Activities

10. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks in its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps and treasury rate locks are the principal derivative instruments used by the Company to manage interest rate risk associated with its long-term borrowings, although other interest rate derivative contracts may also be used from time to time. The Company recognizes all derivative instruments as assets or liabilities at fair value in the unaudited interim Condensed Consolidated Balance Sheet.

Interest Rate Contracts

The Company may enter into interest rate swaps to manage its exposure to changes in interest payments on long-term debt attributable to movements in market interest rates, and may enter into treasury rate locks to manage its exposure to changes in future interest payments attributable to changes in treasury rates prior to the issuance of new long-term debt instruments.

Interest Rate Swaps. The Company had outstanding pay-fixed interest rate swaps with a total notional amount of $455 million to hedge the LNG Holdings $455 million term loan, which was refinanced in February 2012. These interest rate swaps were accounted for as cash flow hedges, with the effective portion of changes in their fair value recorded in Accumulated other comprehensive income and reclassified into Interest expense in the same periods during which the related interest payments on long-term debt impacted earnings. These swaps terminated in the first quarter of 2012.

For the predecessor period in 2012 that hedge accounting treatment was applied, there was no swap ineffectiveness.

Treasury Rate Locks. As of March 31, 2012, the Company had no outstanding treasury rate locks. However, certain of its treasury rate locks that settled in prior periods were associated with interest payments on outstanding long-term debt. During the predecessor periods, these treasury rate locks were accounted for as cash flow hedges, with the effective portion of their settled value recorded in Accumulated other comprehensive loss and reclassified into Interest expense in the same periods during which the related interest payments on long-term debt impact earnings.

The Company had no asset derivative instruments at March 31, 2012 and December 31, 2011. The following table summarizes the fair value amounts of the Company's liability derivative instruments and their location reported in the unaudited interim Condensed Consolidated Balance Sheet at the dates indicated.

		Fair Value (1)
		Successor		Predecessor
	Balance Sheet Location	March 31, 2012		December 31, 2011

		(In thousands)		(In thousands)
Cash Flow Hedges:
Interest rate contracts	Other current liabilities	$	-	$	4,148

The following table summarizes the location and amount of derivative instrument gains and losses reported in the Company's unaudited interim condensed consolidated financial statements for the periods presented.

			Successor		Predecessor
			Period from Acquisition (March 26, 2012) to March 31, 2012		Period from January 1, 2012 to March 25, 2012		Three months ended March 31, 2011

			(In thousands)		(In thousands)
Cash Flow Hedges: (1)
	Change in fair value - increase in Accumulated other comprehensive
		loss, excluding tax expense effect of $0, $0 and $287, respectively	$	-	$	-	$	715
	Reclassification of unrealized loss (gain) from Accumulated other
		comprehensive loss - increase (decrease) of Interest expense,
		excluding tax expense effect of $0, $1,700 and $2,164, respectively		-		4,215		5,386

____________

See Note 6 – Comprehensive Income for additional related information.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

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-Number 133
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Fair Value Measurement

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Fair Value Measurement

11. Fair Value Measurement

The Company did not have any assets or liabilities that are measured at fair value on a recurring basis at March 31, 2012. The Company did not have any Level 3 instruments measured at fair value using significant unobservable inputs at March 31, 2012 or December 31, 2011 and there were no transfers between levels.

The approximate fair value of the Company's cash and cash equivalents, accounts receivable and accounts payable is equal to book value, due to their short-term nature.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

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.

Will Price. Will Price, an individual, filed actions in the U.S. District Court for the District of Kansas for damages against a number of companies, including the Company, alleging mis-measurement of natural gas volumes and Btu content, resulting in lower royalties to mineral interest owners. On September 19, 2009, the Court denied plaintiffs' request for class certification. Plaintiffs have filed a motion for reconsideration, which the Court denied on March 31, 2010. The Company believes that its measurement practices conformed to the terms of its FERC natural gas tariffs, which were filed with and approved by FERC. As a result, the Company believes that it has meritorious defenses to the Will Price lawsuit (including FERC-related affirmative defenses, such as the filed rate/tariff doctrine, the primary/exclusive jurisdiction of FERC, and the defense that the Company complied with the terms of its tariffs). In the event that Plaintiffs refuse Panhandle's pending request for voluntary dismissal, Panhandle will continue to vigorously defend the case. The Company believes it has no liability associated with this proceeding.

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 March 31, 2012 and December 31, 2011, the Company recorded litigation and other claim-related accrued liabilities of $1 million and $1.3 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.

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 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 Panhandle 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 PRPs. 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 in 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.

	Successor		Predecessor
	March 31,		December 31,
	2012		2011

	(In thousands)		(In thousands)

Current	$	2,271	$	2,848
Noncurrent		4,409		4,287
Total environmental liabilities	$	6,680	$	7,135

Other Commitments and Contingencies

Controlled Group Pension Liabilities. Southern Union Company (including certain of its divisions) sponsors a number of defined benefit pension plans for employees. Under applicable pension and tax laws, upon being acquired by Southern Union, the Company became a member of Southern Union Company's “controlled group” with respect to those plans and, along with Southern Union Company and any other members of that group, is jointly and severally liable for any failure by Southern Union (along with any other persons that may be or become a sponsor of any such plan) to fund any of these pension plans or to pay any unfunded liabilities that these plans may have if they are ever terminated. In addition, if any of the obligations of any of these pension plans is not paid when due, a lien in favor of that plan or the Pension Benefit Guaranty Corporation may be created against the assets of each member of Southern Union Company's controlled group, including the Company and each of its subsidiaries. Based on the latest actuarial information available as of March 26, 2012, the aggregate amount of the projected benefit obligations of these pension plans was approximately $227.5 million and the estimated fair value of all of the assets of these plans was approximately $144.0 million.

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.

See Note 5 – Regulation and Rates for other potential contingent matters applicable to the Company.

Future Regulatory Compliance Commitments

Air Quality Control. On April 17, 2012 the EPA issued the Oil and Natural Gas Sector New Source Performance Standards and National Emission Standards for Hazardous Air Pollutants. The standards revise the new source performance standards for volatile organic compounds from leaking components at onshore natural gas processing plants and new source performance standards for sulfur dioxide emissions from natural gas processing plants. The EPA also established standards for certain oil and gas operations not covered by the existing standards. In addition to the operations covered by the existing standards, the newly established standards regulate volatile organic compound emissions from gas wells, centrifugal compressors, reciprocating compressors, pneumatic controllers and storage vessels. The Company is reviewing the new standards to determine the impact on its operations.

In August 2010, the EPA finalized a rule that requires reductions in a number of pollutants, including formaldehyde and carbon monoxide, for certain engines regardless of size at Area Sources (sources that emit less than ten tons per year of any one Hazardous Air Pollutant (HAP) or twenty-five tons per year of all HAPs) and engines less than 500 horsepower at Major Sources (sources that emit ten tons per year or more of any one HAP or twenty-five tons per year of all HAPs). Compliance is required by October 2013. It is anticipated that the limits adopted in this rule will be used in a future EPA rule that is scheduled to be finalized in 2013, with compliance required in 2016. This future rule is expected to require reductions in formaldehyde and carbon monoxide emissions from engines greater than 500 horsepower at Major Sources.

Nitrogen oxides are the primary air pollutant from natural gas-fired engines. Nitrogen oxide emissions may form ozone in the atmosphere. In 2008, the EPA lowered the ozone standard to seventy-five parts per billion (ppb) with compliance anticipated in 2013 to 2015. In January 2010, the EPA proposed lowering the standard to sixty to seventy ppb in lieu of the seventy-five ppb standard, with compliance required in 2014 or later. In September 2011, the EPA decided to rescind the proposed lower ozone standard and begin the process to implement the 75 ppb ozone standard established in 2008.

In January 2010, the EPA finalized a 100 ppb one-hour nitrogen dioxide standard. The rule requires the installation of new nitrogen dioxide monitors in urban communities and roadways by 2013. This new monitoring may result in additional nitrogen dioxide non-attainment areas. In addition, ambient air quality modeling may be required to demonstrate compliance with the new standard.

The Company is currently reviewing the potential impacts of the August 2010 Area Source National Emissions Standards for Hazardous Air Pollutants rule, implementation of the 2008 ozone standard and the new nitrogen dioxide standard on its operations and the potential costs associated with the installation of emission control systems on its existing engines. The ultimate costs associated with these activities cannot be estimated with any certainty at this time, but the Company believes, based on the current understanding of the current and proposed rules, such costs will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

The KDHE set certain contingency measures as part of the agency's ozone maintenance plan for the Kansas City area. Previously, it was anticipated that these measures would be revised to conform to the requirements of the EPA ozone standard discussed above. KDHE recently indicated that the Kansas City area will be designated as attainment for the ozone standard in 2012, and will not be pursing any emissions reductions from the Company's operations unless there are changes in the future regarding the status of the Kansas City area.

SPCC Rules. In 2008 and 2009, the EPA adopted amendments to the SPCC rules with the stated intention of providing greater clarity, tailoring requirements and streamlining requirements. On November 10, 2011, the amendments to the SPCC rules went into effect. The Company modified its programs, assets and operations and is finalizing implementation in accordance with the provisions found in the rule. Costs associated with these activities have not had a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Label	Element	Value
Successor [Member]
Partners' capital	us-gaap_PartnersCapital	$ 3,244,112,000
Tax Sharing Note Receivable [Member] \| Successor [Member]
Partners' capital	us-gaap_PartnersCapital	0
Partners Capital [Member] \| Successor [Member]
Partners' capital	us-gaap_PartnersCapital	3,244,112,000
Accumulated Other Comprehensive Loss [Member] \| Successor [Member]
Partners' capital	us-gaap_PartnersCapital	$ 0

- Definition

The amount of ownership interest of different classes of partners in limited partnership.

+ References + Details