View Filing Data

Document And Entity Information	6 Months Ended
Document And Entity Information	Jun. 30, 2013 shares
Document Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	Panhandle Eastern Pipe Line Co LP
Entity Central Index Key	0000076063
Document Period End Date	Jun. 30, 2013
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2013	Dec. 31, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 0	$ 0
Accounts receivable, net	67	74
Accounts receivable from related companies	58	14
Exchanges receivable	9	10
System natural gas and operating supplies	138	144
Other	17	20
Total current assets	289	262
PROPERTY, PLANT AND EQUIPMENT:
Plant in service	4,096	4,076
Construction work in progress	46	45
Total property, plant and equipment	4,142	4,121
Accumulated depreciation and amortization	(136)	(57)
Net property, plant and equipment	4,006	4,064
GOODWILL	1,785	1,785
NOTE RECEIVABLE FROM RELATED PARTY	831	831
OTHER NON-CURRENT ASSETS	267	108
Total assets	7,178	7,050
CURRENT LIABILITIES:
Current portion of long-term debt	252	258
Accounts payable	5	12
Accounts payable to related companies	29	27
Exchanges payable	123	130
Accrued taxes	20	13
Accrued interest	13	13
Other	55	69
Total current liabilities	497	522
LONG-TERM DEBT, less current portion	1,488	1,499
DEFERRED INCOME TAXES	899	853
OTHER NON-CURRENT LIABILITIES	142	135
COMMITMENTS AND CONTINGENCIES (Note 9)
PARTNERS’ CAPITAL:
Partners’ capital	4,161	4,050
Accumulated other comprehensive loss	(9)	(9)
Total partners’ capital	4,152	4,041
Total liabilities and partners’ capital	$ 7,178	$ 7,050

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2012	Mar. 25, 2012	Jun. 30, 2013
OTHER INCOME (EXPENSE):
NET INCOME					$ 111
Successor
OPERATING REVENUES:
Transportation and storage of natural gas	$ 174	$ 128	$ 138		318
LNG terminalling	54	55	58		107
Other	4	3	3		6
Total operating revenues	232	186	199		431
OPERATING EXPENSES:
Operating, maintenance and general	65	80	115		141
Depreciation and amortization	41	41	44		83
Total operating expenses	106	121	159		224
OPERATING INCOME	126	65	40		207
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized	(13)	(14)	(15)		(27)
Interest income - affiliates	0	1	1		1
Total other expenses, net	(13)	(13)	(14)		(26)
INCOME BEFORE INCOME TAX EXPENSE	113	52	26		181
Income tax expense	44	22	15		70
NET INCOME	$ 69	$ 30	$ 11		$ 111
Predecessor
OPERATING REVENUES:
Transportation and storage of natural gas				$ 140
LNG terminalling				51
Other				3
Total operating revenues				194
OPERATING EXPENSES:
Operating, maintenance and general				76
Depreciation and amortization				30
Total operating expenses				106
OPERATING INCOME				88
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized				(25)
Interest income - affiliates				2
Total other expenses, net				(23)
INCOME BEFORE INCOME TAX EXPENSE				65
Income tax expense				25
NET INCOME				$ 40

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2012	Mar. 25, 2012	Jun. 30, 2013
Statement of Income and Comprehensive Income
Net income					$ 111
Successor
Statement of Income and Comprehensive Income
Net income	$ 69	$ 30	$ 11		111
Other comprehensive income (loss), net of tax:
Reclassification of unrealized loss on interest rate hedges into earnings	0	0	0		0
Total other comprehensive income, net of tax	0	0	0		0
Comprehensive income	$ 69	$ 30	$ 11		$ 111
Predecessor
Statement of Income and Comprehensive Income
Net income				$ 40
Other comprehensive income (loss), net of tax:
Reclassification of unrealized loss on interest rate hedges into earnings				3
Total other comprehensive income, net of tax				3
Comprehensive income				$ 43

- 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 + Details

- Definition

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

+ References

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- Definition

Net of tax amount of the income statement impact of the reclassification adjustment of accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges realized in net income. Also includes reclassification adjustments of an entity's share of an equity investee's deferred hedging gain (loss) realized in net income.

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+ Details

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - 6 months ended Jun. 30, 2013 - USD ($) $ in Millions	Total	Partners’ Capital	Accumulated Other Comprehensive Loss
Balance, at Dec. 31, 2012	$ 4,041	$ 4,050	$ (9)
Net income	111	111	0
Balance, at Jun. 30, 2013	$ 4,152	$ 4,161	$ (9)

- Definition

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

+ References

+ Details

- Definition

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

+ References + Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2012

Mar. 25, 2012

Jun. 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 111

Reconciliation of net income to net cash provided by (used in)operating activities:

Net gain on curtailment of OPEB plans benefits

$ (11)

CASH FLOWS FROM FINANCING ACTIVITIES:

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, end of period

Successor

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

111

Reconciliation of net income to net cash provided by (used in)operating activities:

Depreciation and amortization

Deferred income taxes

Amortization of costs charged to interest

(8)

(16)

Net gain on curtailment of OPEB plans benefits

^[1]

(11)

Changes in operating assets and liabilities, net of merger impact

(85)

(220)

Net cash flows provided by (used in) operating activities

(28)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net decrease in note receivable - related parties

Net increase (decrease) in income taxes payable - related parties

(6)

Additions to property, plant and equipment

(29)

(25)

Other

(2)

Net cash flows provided by (used in) investing activities

(1)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of long-term debt

Repayment of long-term debt

Issuance costs of debt

Other

(2)

Net cash flows used in financing activities

(2)

INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, end of period

$ 0

Predecessor

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

Reconciliation of net income to net cash provided by (used in)operating activities:

Depreciation and amortization

Deferred income taxes

Amortization of costs charged to interest

Net gain on curtailment of OPEB plans benefits

^[1]

Changes in operating assets and liabilities, net of merger impact

Net cash flows provided by (used in) operating activities

112

CASH FLOWS FROM INVESTING ACTIVITIES:

Net decrease in note receivable - related parties

255

Net increase (decrease) in income taxes payable - related parties

Additions to property, plant and equipment

(28)

Other

Net cash flows provided by (used in) investing activities

232

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of long-term debt

455

Repayment of long-term debt

(797)

Issuance costs of debt

(2)

Other

Net cash flows used in financing activities

(344)

INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period

$ 0

CASH AND CASH EQUIVALENTS, end of period

$ 0

[1]

Subsequent to the ETE Merger, the Company amended certain of its OPEB plans to prospectively restrict participation in the plans for certain active employees. The plan amendments resulted in the plans becoming currently over-funded and, accordingly, the Company recorded a gross pre-tax curtailment gain of $70 million, $59 million of which is subject to refund to customers; thus, the net curtailment gain recognition was $11 million.

Description of the Business

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business

OPERATIONS AND ORGANIZATION:

Business Operations

Panhandle Eastern Pipe Line Company, LP (“we”, “us”, the “Company” and “Panhandle”) is primarily engaged in the interstate transportation and storage of natural gas and also provides LNG terminalling and regasification services and 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, which is an indirect wholly-owned subsidiary of ETP;


•	Trunkline, a direct wholly-owned subsidiary of PEPL;


•	Sea Robin, an indirect wholly-owned subsidiary of PEPL;


•	LNG Holdings, an indirect wholly-owned subsidiary of PEPL;


•	Trunkline LNG, a direct wholly-owned subsidiary of LNG Holdings; and


•	Southwest Gas, a direct wholly-owned subsidiary of PEPL.

The Company’s operations 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 region, as well as owned underground storage capacity. The Company also owns and operates an LNG import terminal located on Louisiana’s Gulf Coast, as well as an above ground LNG storage facility.

Southern Union Panhandle LLC serves as the general partner of PEPL and owns a 1% general partnership interest in PEPL. PEPL Holdings, a wholly-owned subsidiary of Southern Union, owns a 99% limited partnership interest in PEPL and a 100% membership interest in Southern Union Panhandle LLC.

See Note 2 for information related to the completion of the Holdco Transaction.

Preparation of Interim Financial Statements

The accompanying condensed consolidated balance sheet as of December 31, 2012, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements and notes thereto of the Company as of June 30, 2013 and for the three and six month periods ended June 30, 2013 and 2012, have been prepared in accordance with GAAP for interim condensed consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year due to the seasonal nature of the Company’s operations.

The accompanying unaudited interim condensed consolidated financial statements reflect adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim period. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Panhandle Eastern Pipe Line Company, LP presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 1, 2013.

Holdco Transaction	6 Months Ended
Holdco Transaction	Jun. 30, 2013
Business Combinations [Abstract]
ETE Merger and ETP Merger	HOLDCO TRANSACTION: On April 30, 2013, ETP acquired ETE’s 60% interest in Holdco, the entity formed by ETP and ETE in 2012 to own the equity interests in Southern Union and Sunoco. As a result of this transaction, ETP now owns 100% of Holdco. ETP controlled Holdco prior to this transaction; therefore, the transaction did not constitute a change of control.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2013

Related Party Transactions

RELATED PARTY TRANSACTIONS:

Accounts receivable from related companies reflected on the condensed consolidated balance sheets primarily related to services provided for Southern Union, ETE, ETP and other affiliates. Accounts payable to related companies reflected on the condensed consolidated balance sheets primarily related to payroll funding and overhead allocation provided by ETP and other affiliates.

Pursuant to a demand note with Southern Union under a cash management program, the Company loans excess cash, net of repayments, to Southern Union. The Company is credited with interest on the note at a one-month LIBOR rate. Given the uncertainties regarding the timing of the Company’s cash flows, including financings, capital expenditures and operating cash flows, the Company has reported the note receivable as a non-current asset. The Company has access to the funds via advances from Southern Union and expects repayment to ultimately occur to primarily fund capital expenditures or debt retirements.

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



	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012
Transportation and storage of natural gas	$	3	$	2
Operating, maintenance and general	16		11		⁽¹⁾
Interest income - affiliates	—		1



	Successor					Predecessor
	Six Months Ended June 30, 2013		Period from Acquisition (March 26, 2012) to June 30, 2012			Period from January 1, 2012 to March 25, 2012
Transportation and storage of natural gas	$	6	$	2		$	1
Operating, maintenance and general	32		50		⁽¹⁾	14
Interest income - affiliates	1		1			2


⁽¹⁾	Primarily represents corporate charges for employee expenses related to the merger with ETE offset by expenses attributable to services provided by Panhandle on behalf of affiliated companies.

- Definition

The entire disclosure for related party transactions. 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

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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: 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.

+ Details

Regulatory Matters	6 Months Ended
Regulatory Matters	Jun. 30, 2013
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities [Abstract]
Regulatory Matters	REGULATION AND RATES: Trunkline Transfer Application On July 26, 2012, Trunkline filed an application with the FERC for approval to transfer approximately 770 miles of underutilized loop piping facilities by sale to an affiliate; such facilities are contemplated to be converted to crude oil transportation service. This sale is subject to FERC approval. Several parties have intervened, commented, or protested this filing. The Company has responded to all information requests from the Commission and is awaiting a final order in this proceeding. FERC Audit In November 2011, the FERC commenced an audit of PEPL to evaluate its compliance with the Uniform System of Accounts as prescribed by the FERC, annual and quarterly financial reporting to the FERC, reservation charge crediting policy and record retention. The audit is related to the period from January 1, 2010 through December 31, 2011. A draft audit report was received on July 19, 2013 noting no issues that would have a material impact on the Company’s historical financial position or results of operations.

Comprehensive Income	6 Months Ended
Comprehensive Income	Jun. 30, 2013
Statement of Other Comprehensive Income [Abstract]
Comprehensive Income	ACCUMULATED OTHER COMPREHENSIVE LOSS: As of June 30, 2013 and December 31, 2012, accumulated other comprehensive loss consists of net actuarial loss and prior service costs related to our OPEB plans.

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 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.

+ References

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+ Details

Debt Obligations	6 Months Ended
Debt Obligations	Jun. 30, 2013
Debt Disclosure [Abstract]
Debt Obligations	DEBT OBLIGATIONS: The Company has $250 million principal amount of senior notes which mature within the next twelve months. The Company currently expects to refinance all or a portion of the debt upon maturity or, alternatively, to retire all or a portion of the debt with proceeds from repayment of the note receivable from Southern Union, which funds are available to the Company on a demand basis. 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, 2013 and December 31, 2012 was $1.78 billion and $1.81 billion, respectively. As of June 30, 2013 and December 31, 2012, the aggregate carrying amount of the Company’s consolidated debt obligations was $1.74 billion and $1.76 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. Term Loans. The effective interest rate for the LNG Holdings term loan due February 2015 was 1.82% at June 30, 2013. Other. The Company's notes are subject to certain requirements, such as the maintenance of a fixed charge coverage ratio and a leverage ratio, which if not maintained, restrict the ability of the Company to make certain payments and impose limitations on the ability of the Company to subject its property to liens. Other covenants impose limitations on restricted payments, including dividends and loans to affiliates, and additional indebtedness. As of June 30, 2013, the Company is in compliance with these covenants.

- 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

6 Months Ended

Jun. 30, 2013

Postemployment Benefits [Abstract]

Benefits

BENEFITS:

Components of Net Periodic Benefit Cost

The following tables set forth the components of net periodic benefit cost of the Company’s OPEB plans:



	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Service cost	$	—		$	—
Interest cost	1			—
Expected return on plan assets	(1		)	(1		)
Prior service credit amortization	—			—
Net periodic benefit cost	$	—		$	(1	)



	Successor						Predecessor
	Six Months Ended June 30, 2013			Period from Acquisition (March 26, 2012) to June 30, 2012			Period from January 1, 2012 to March 25, 2012
Service cost	$	—		$	—		$	1
Interest cost	1			—			1
Expected return on plan assets	(2		)	(1		)	(1		)
Prior service credit amortization	—			—			(1		)
Curtailment recognition⁽¹⁾	—			(11		)	—
Net periodic benefit cost	$	(1	)	$	(12	)	$	—

⁽¹⁾

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

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+ Details

Derivative Instruments and Hedging Activities	6 Months Ended
Derivative Instruments and Hedging Activities	Jun. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities	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 assets and liabilities at fair value on the condensed consolidated balance sheets. 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. Treasury Rate Locks. As of June 30, 2013, 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 income 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 derivative instruments at June 30, 2013 and December 31, 2012. No derivative instrument gains and losses were reported in the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2013, except for $4 million of unrealized losses reclassified from accumulated other comprehensive income into interest expense during the period from January 1, 2012 to March 25, 2012.

- 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.

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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure

COMMITMENTS AND CONTINGENCIES:

PEPL Holdings Guarantee of Collection

On April 30, 2013, Southern Union completed its contribution to Regency Energy Partners LP (“Regency”) of all the membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including Southern Union Gas Services (the “SUGS Contribution”). In connection with the SUGS Contribution, Regency issued $600 million of 4.50% Senior Notes due 2023 (the “Regency Debt”), the proceeds of which were used by Regency to fund the cash portion of the consideration, as adjusted, and pay certain other expenses or disbursements directly related to the closing of the SUGS Contribution. In connection with the closing of the SUGS Contribution, Regency entered into an agreement with PEPL Holdings, a wholly-owned subsidiary of Southern Union, pursuant to which PEPL Holdings provided a guarantee of collection (on a nonrecourse basis to Southern Union) to Regency and Regency Energy Finance Corp. with respect to the payment of the principal amount of the Regency Debt through maturity in 2023.

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 the 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 the FERC, and the defense that the Company complied with the terms of its tariffs). 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 June 30, 2013 and December 31, 2012, the Company recorded litigation and other claim-related accrued liabilities of $6 million and $6 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 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 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.



	June 30, 2013		December 31, 2012
Current	$	—	$	1
Non-current	3		5
Total environmental liabilities	$	3	$	6

Other Commitments and Contingencies

Controlled Group Pension Liabilities. Southern Union (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’s “controlled group” with respect to those plans and, along with Southern Union 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’s controlled group, including the Company and each of its subsidiaries. Based on the latest actuarial information available, the aggregate amount of the projected benefit obligations of these pension plans was approximately $243 million and the estimated fair value of all of the assets of these plans was approximately $155 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 4 for other potential regulatory 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 (“HAPs”). 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.

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 10 tons per year of any one HAP or 25 tons per year of all HAPs) and engines less than 500 horsepower at Major Sources (sources that emit 10 tons per year or more of any one HAP or 25 tons per year of all HAPs). In January 2013, the EPA issued a final reconsideration rule that exempted Area Source engines located in remote areas from the emission limits and monitoring requirements. Compliance is required by October 2013.

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 75 ppb with compliance anticipated in 2013 to 2015. In January 2010, the EPA proposed lowering the standard to 60 to 70 ppb in lieu of the 75 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 has reviewed 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.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: 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

Reference 2: 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 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
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-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: 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 5: 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 6: 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 7: 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.

+ Details

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2013



	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012
Transportation and storage of natural gas	$	3	$	2
Operating, maintenance and general	16		11		⁽¹⁾
Interest income - affiliates	—		1



	Successor					Predecessor
	Six Months Ended June 30, 2013		Period from Acquisition (March 26, 2012) to June 30, 2012			Period from January 1, 2012 to March 25, 2012
Transportation and storage of natural gas	$	6	$	2		$	1
Operating, maintenance and general	32		50		⁽¹⁾	14
Interest income - affiliates	1		1			2


⁽¹⁾	Primarily represents corporate charges for employee expenses related to the merger with ETE offset by expenses attributable to services provided by Panhandle on behalf of affiliated companies.

Benefits (Tables)

6 Months Ended

Jun. 30, 2013

Postemployment Benefits [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The following tables set forth the components of net periodic benefit cost of the Company’s OPEB plans:



	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Service cost	$	—		$	—
Interest cost	1			—
Expected return on plan assets	(1		)	(1		)
Prior service credit amortization	—			—
Net periodic benefit cost	$	—		$	(1	)



	Successor						Predecessor
	Six Months Ended June 30, 2013			Period from Acquisition (March 26, 2012) to June 30, 2012			Period from January 1, 2012 to March 25, 2012
Service cost	$	—		$	—		$	1
Interest cost	1			—			1
Expected return on plan assets	(2		)	(1		)	(1		)
Prior service credit amortization	—			—			(1		)
Curtailment recognition⁽¹⁾	—			(11		)	—
Net periodic benefit cost	$	(1	)	$	(12	)	$	—

⁽¹⁾

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies [Abstract]

Environmental Liabilities Table



	June 30, 2013		December 31, 2012
Current	$	—	$	1
Non-current	3		5
Total environmental liabilities	$	3	$	6

Description of the Business (Details)	6 Months Ended
Description of the Business (Details)	Jun. 30, 2013
Panhandle [Member] \| General partnership
Description of the Business
General partnership interest	1.00%
Panhandle [Member] \| Limited partnership
Description of the Business
Limited partnership interest	99.00%
Southern Union Pandhandle LLC [Member]
Description of the Business
Limited partnership interest	100.00%

Related Party Transactions (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Mar. 25, 2012

Jun. 30, 2013

Successor

Related Party Transaction

Transportation and storage of natural gas

$ 3

$ 2

$ 6

Operating, maintenance and general

^[1]

Interest income - affiliates

$ 0

$ 1

Predecessor

Related Party Transaction

Transportation and storage of natural gas

$ 1

Operating, maintenance and general

Interest income - affiliates

$ 2

[1]	Primarily represents corporate charges for employee expenses related to the merger with ETE offset by expenses attributable to services provided by Panhandle on behalf of affiliated companies.

Debt Obligations - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2013	Dec. 31, 2012
Term Loan Due August 2013
Debt Instrument
Long term debt, face amount	$ 250
Estimate of Fair Value, Fair Value Disclosure
Debt Instrument
Debt Instrument, Fair Value Disclosure	1,780	$ 1,810
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Debt Instrument
Long term debt, amount outstanding	$ 1,740	$ 1,760
Panhandle [Member] \| Term Loan 2015 [Member]
Debt Instrument
Debt, Weighted Average Interest Rate	1.82%

Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Mar. 25, 2012

Jun. 30, 2013

Defined Benefit Plan Disclosure

Curtailment recognition

$ (11)

Noncurrent refund liability

Predecessor

Defined Benefit Plan Disclosure

Service cost

$ 1

Interest cost

Expected return on plan assets

(1)

Prior service credit amortization

(1)

Curtailment recognition

^[1]

Net periodic benefit cost

$ 0

Successor

Defined Benefit Plan Disclosure

Service cost

$ 0

Interest cost

Expected return on plan assets

(1)

(2)

Prior service credit amortization

Curtailment recognition

^[1]

(11)

Net periodic benefit cost

$ 0

$ (1)

$ (12)

$ (1)

[1]

BENEFITS Benefits - Narrative (Details) $ in Millions	3 Months Ended
BENEFITS Benefits - Narrative (Details) $ in Millions	Jun. 30, 2012 USD ($)
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]
Pretax curtailment gain	$ 70
Noncurrent refund liability	59
Net gain on curtailment	$ 11

- Definition

The amount of net gain (loss) recognized in net periodic benefit cost as a result of an event that significantly reduces the expected years of future service of present employees or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future services.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Plan Curtailment
-URI http://asc.fasb.org/extlink&oid=6520938

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)(7)
-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

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=7577095&loc=d3e8001-114927

Reference 4: 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 5: 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 6: 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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 88
-Paragraph 6
-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.

+ Details

Derivative Instrument and Hedging Activities (Details) $ in Millions	3 Months Ended
	Mar. 25, 2012 USD ($)
Predecessor
Derivative
Gain Loss Reclassified into Income Interest Rate Hedges	$ 4

Commitments and Contingencies - Accrued Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2013	Dec. 31, 2012
Loss Contingencies
Current	$ 0	$ 1
Non-current	3	5
Total environmental liabilities	$ 3	$ 6

- Definition

Carrying value of the obligation (known or estimated) arising from requirements to perform activities to remediate one or more sites, payable in twelve months or in the next operating cycle if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14326-108349

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 410
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-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6393242&loc=d3e13207-110859

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6361293&loc=d3e6911-107765

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=6393242&loc=d3e13237-110859

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.20)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section A
-Paragraph 8
-Chapter 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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9
-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 AICPA
-Name Statement of Position (SOP)
-Number 96-1
-Paragraph 161, 163
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 20
-Article 5

+ Details

Commitment and Contingenices (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2013	Dec. 31, 2012
Loss Contingencies
Estimated litigation liability	$ 6	$ 6
Aggregate amount of projected benefit obligations of pension plans		243
Estimated fair value of all assets of pension plans		$ 155
Regency 4.50% Senior Notes Due 2023 [Member]
Loss Contingencies
Guarantor Obligations, Current Carrying Value	$ 600
Debt Instrument, Interest Rate, Stated Percentage	4.50%

- Definition

1) For defined benefit pension plans, the benefit obligation is the projected benefit obligation, which is the actuarial present value as of a date of all benefits attributed by the pension benefit formula to employee service rendered prior to that date. 2) For other postretirement defined benefit plans, the benefit obligation is the accumulated postretirement benefit obligation, which is the actuarial present value of benefits attributed to employee service rendered to a particular date.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Projected Benefit Obligation
-URI http://asc.fasb.org/extlink&oid=6522206

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accumulated Postretirement Benefit Obligation
-URI http://asc.fasb.org/extlink&oid=6503904

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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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.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Paragraph E1
-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 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.

+ Details

- Definition

Assets, usually stocks, bonds, and other investments, that have been segregated and restricted (usually in a trust) to provide benefits, at their fair value as of the measurement date. Plan assets include amounts contributed by the employer (and by employees for a contributory plan) and amounts earned from investing the contributions, less benefits paid. If a plan has liabilities other than for benefits, those non-benefit obligations may be considered as reductions of plan assets.

+ References + Details

Label	Element	Value
ETE [Member] \| Holdco [Member]
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest	us-gaap_SubsidiaryOfLimitedLiabilityCompanyOrLimitedPartnershipOwnershipInterest	60.00%
ETP [Member] \| Holdco [Member]
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest	us-gaap_SubsidiaryOfLimitedLiabilityCompanyOrLimitedPartnershipOwnershipInterest	100.00%