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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-2921
PANHANDLE EASTERN PIPE LINE COMPANY, LP
(Exact name of registrant as specified in its charter)
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Delaware | 44-0382470 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8111 Westchester Drive, Suite 600, Dallas, Texas 75225
(Address of principal executive offices) (zip code)
(214) 981-0700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ¨ | | Accelerated filer | ☐ |
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Non-accelerated filer | ý | | Smaller reporting company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Panhandle Eastern Pipe Line Company, LP meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.
FORM 10-Q
PANHANDLE EASTERN PIPE LINE COMPANY, LP
TABLE OF CONTENTS
Definitions
The following is a list of certain acronyms and terms used throughout this document:
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| Energy Transfer | | Energy Transfer LP, the parent company of PEPL |
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| Exchange Act | | Securities Exchange Act of 1934, as amended |
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| FERC | | Federal Energy Regulatory Commission |
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| GAAP | | accounting principles generally accepted in the United States of America |
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| Sea Robin | | Sea Robin Pipeline Company, LLC |
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| SEC | | Securities and Exchange Commission |
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| Southwest Gas | | Pan Gas Storage LLC (d.b.a. Southwest Gas) |
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| TBtu | | Trillion British thermal units |
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| Trunkline | | Trunkline Gas Company, LLC |
Forward-Looking Statements
Certain matters discussed in this report, excluding historical information, as well as some statements by Panhandle Eastern Pipe Line Company, LP and its subsidiaries (“PEPL” or the “Company”) in periodic press releases and some oral statements of PEPL officials during presentations about the Company, include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “estimate,” “intend,” “continue,” “believe,” “may,” “will” or similar expressions help identify forward-looking statements. Although the Company believes such forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that such assumptions, expectations, or projections will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated, projected, forecasted, estimated or expressed in forward-looking statements since many of the factors that determine these results are subject to uncertainties and risks that are difficult to predict and beyond management’s control. For additional discussion of risks, uncertainties and assumptions, see “Part I — Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 18, 2022.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PANHANDLE EASTERN PIPE LINE COMPANY, LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
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| September 30, 2022 | | December 31, 2021 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | — | | | $ | — | |
Accounts receivable, net | 48 | | | 50 | |
Accounts receivable from related companies | 8 | | | 8 | |
Exchanges receivable | 15 | | | 7 | |
Inventories | 68 | | | 57 | |
Other current assets | 5 | | | 5 | |
Total current assets | 144 | | | 127 | |
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Property, plant and equipment | 3,502 | | | 3,421 | |
Accumulated depreciation | (918) | | | (813) | |
Property, plant and equipment, net | 2,584 | | | 2,608 | |
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Operating lease right-of-use assets | 3 | | | 4 | |
Note receivable from related company | 59 | | | — | |
Other non-current assets, net | 201 | | | 192 | |
Total assets | $ | 2,991 | | | $ | 2,931 | |
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LIABILITIES AND PARTNERS’ CAPITAL | | | |
Current liabilities: | | | |
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Accounts payable | $ | 6 | | | $ | 39 | |
Accounts payable to related companies | 155 | | | 25 | |
Exchanges payable | 24 | | | 22 | |
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Other current liabilities | 89 | | | 62 | |
Total current liabilities | 274 | | | 148 | |
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Long-term debt | 242 | | | 243 | |
Note payable to related company | — | | | 221 | |
Non-current operating lease liabilities | 3 | | | 3 | |
Other non-current liabilities | 367 | | | 312 | |
Commitments and contingencies | | | |
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Partners’ capital: | | | |
Partners’ capital | 2,097 | | | 2,001 | |
Accumulated other comprehensive income | 8 | | | 3 | |
Total partners’ capital | 2,105 | | | 2,004 | |
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Total liabilities and partners’ capital | $ | 2,991 | | | $ | 2,931 | |
The accompanying notes are an integral part of these consolidated financial statements.
4
PANHANDLE EASTERN PIPE LINE COMPANY, LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in millions)
(unaudited)
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
OPERATING REVENUES: | | | | | | | |
Transportation and storage of natural gas | $ | 114 | | | $ | 108 | | | $ | 355 | | | $ | 358 | |
Operational gas sales | — | | | — | | | — | | | 67 | |
Other | 5 | | | 5 | | | 16 | | | 14 | |
Total operating revenues | 119 | | | 113 | | | 371 | | | 439 | |
OPERATING EXPENSES: | | | | | | | |
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Operating and maintenance | 57 | | | 54 | | | 148 | | | 141 | |
General and administrative | 10 | | | 8 | | | 29 | | | 26 | |
Depreciation and amortization | 26 | | | 26 | | | 78 | | | 78 | |
Total operating expenses | 93 | | | 88 | | | 255 | | | 245 | |
OPERATING INCOME | 26 | | | 25 | | | 116 | | | 194 | |
OTHER EXPENSE: | | | | | | | |
Interest expense, net | (4) | | | (4) | | | (12) | | | (11) | |
Interest expense — related company | — | | | (4) | | | (3) | | | (14) | |
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Other, net | (3) | | | (1) | | | (6) | | | (1) | |
INCOME BEFORE INCOME TAX EXPENSE | 19 | | | 16 | | | 95 | | | 168 | |
Income tax expense | — | | | — | | | 1 | | | — | |
NET INCOME | 19 | | | 16 | | | 94 | | | 168 | |
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OTHER COMPREHENSIVE INCOME, NET OF TAX: | | | | | | | |
Actuarial gain relating to postretirement benefit plans | — | | | — | | | 5 | | | 6 | |
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COMPREHENSIVE INCOME | $ | 19 | | | $ | 16 | | | $ | 99 | | | $ | 174 | |
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The accompanying notes are an integral part of these consolidated financial statements.
5
PANHANDLE EASTERN PIPE LINE COMPANY, LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Dollars in millions)
(unaudited)
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| Partners’ Capital | | Accumulated Other Comprehensive Income | | Total |
Balance, December 31, 2021 | $ | 2,001 | | | $ | 3 | | | $ | 2,004 | |
Net income | 49 | | | — | | | 49 | |
Other comprehensive income, net of tax | — | | | 4 | | | 4 | |
Other | 1 | | | — | | | 1 | |
Balance, March 31, 2022 | 2,051 | | | 7 | | | 2,058 | |
Net income | 26 | | | — | | | 26 | |
Other comprehensive income, net of tax | — | | | 1 | | | 1 | |
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Balance, June 30, 2022 | 2,077 | | | 8 | | | 2,085 | |
Net income | 19 | | | — | | | 19 | |
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Other | 1 | | | — | | | 1 | |
Balance, September 30, 2022 | $ | 2,097 | | | $ | 8 | | | $ | 2,105 | |
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| Partners’ Capital | | Accumulated Other Comprehensive Loss | | Total |
Balance, December 31, 2020 | $ | 1,803 | | | $ | (9) | | | $ | 1,794 | |
Net income | 126 | | | — | | | 126 | |
Other comprehensive income, net of tax | — | | | 6 | | | 6 | |
Other | 1 | | | (1) | | | — | |
Balance, March 31, 2021 | 1,930 | | | (4) | | | 1,926 | |
Net income | 26 | | | — | | | 26 | |
Other comprehensive income, net of tax | — | | | — | | | — | |
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Balance, June 30, 2021 | 1,956 | | | (4) | | | 1,952 | |
Net income | 16 | | | — | | | 16 | |
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Balance, September 30, 2021 | $ | 1,972 | | | $ | (4) | | | $ | 1,968 | |
The accompanying notes are an integral part of these consolidated financial statements.
6
PANHANDLE EASTERN PIPE LINE COMPANY, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(unaudited)
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| Nine Months Ended September 30, |
| 2022 | | 2021 |
OPERATING ACTIVITIES: | | | |
Net income | $ | 94 | | | $ | 168 | |
Reconciliation of net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 78 | | | 78 | |
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Amortization of deferred financing fees | (1) | | | (1) | |
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Other non-cash | 11 | | | 13 | |
Changes in operating assets and liabilities | 162 | | | 88 | |
Net cash flows provided by operating activities | 344 | | | 346 | |
INVESTING ACTIVITIES: | | | |
Capital expenditures | (64) | | | (47) | |
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Related company note receivable activity | (59) | | | — | |
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Net cash flows used in investing activities | (123) | | | (47) | |
FINANCING ACTIVITIES: | | | |
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Related company note payable activity | (221) | | | (299) | |
Net cash flows used in financing activities | (221) | | | (299) | |
Net change in cash and cash equivalents | — | | | — | |
Cash and cash equivalents, beginning of period | — | | | — | |
Cash and cash equivalents, end of period | $ | — | | | $ | — | |
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SUPPLEMENTAL INFORMATION: | | | |
Non-cash activity - Accrued capital expenditures | $ | 4 | | | $ | 4 | |
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Cash paid for interest | $ | 14 | | | $ | 14 | |
The accompanying notes are an integral part of these consolidated financial statements.
7
PANHANDLE EASTERN PIPE LINE COMPANY, LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts are in millions)
(unaudited)
1.ORGANIZATION AND BASIS OF PRESENTATION
Organization
PEPL and its subsidiaries primarily operate interstate pipelines that transport natural gas from the Gulf of Mexico, South Texas and the Panhandle region of Texas and Oklahoma to major United States markets in the Midwest and Great Lakes regions, as well as natural gas storage assets. These operations are subject to the rules and regulations of the FERC. PEPL’s subsidiaries are Trunkline, Sea Robin and Southwest Gas.
Southern Union Panhandle LLC, an indirect wholly-owned subsidiary of Energy Transfer, owns a 1% general partner interest in PEPL, and Energy Transfer indirectly owns a 99% limited partner interest in PEPL.
Certain prior period amounts have been reclassified to conform to the 2022 presentation. These reclassifications had no impact on net income, total partners’ capital, or cash flows.
Basis of Presentation
The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of the Company’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.
Use of Estimates
The unaudited consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.
2.RELATED PARTY TRANSACTIONS
The following table provides a summary of the related party activity included in our consolidated statements of operations:
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Operating revenues | $ | 22 | | | $ | 23 | | | $ | 67 | | | $ | 68 | |
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Operating and maintenance | 4 | | | 5 | | | 12 | | | 13 | |
General and administrative | 6 | | | 6 | | | 19 | | | 19 | |
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Interest expense — related company | — | | | 4 | | | 3 | | | 14 | |
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In 2022, the Company repaid the remaining outstanding balance under a note payable to Energy Transfer.
3.FAIR VALUE MEASURES
As of September 30, 2022 and December 31, 2021, other non-current assets included $31 million and $39 million, respectively, of investments carried at fair value. At September 30, 2022, $20 million in equity securities were valued at Level 1 and $11 million in fixed income securities were valued at Level 2. At December 31, 2021, $26 million in equity securities were valued at Level 1 and $13 million in fixed income securities were valued at Level 2. During the three months ended September 30, 2022 and 2021, the Company recognized $2 million in unrealized losses and $0.3 million in unrealized losses, respectively, on equity securities. During the nine months ended September 30, 2022 and 2021, the Company recognized $8 million in unrealized losses and $2.6 million in unrealized gains, respectively, on equity securities. Unrealized gains and losses on equity securities are reflected in other, net in our consolidated statements of operations. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. 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 (excluding related company balances) was $221 million and $253 million at September 30, 2022 and December 31, 2021, respectively. The fair value of the Company’s consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities. The Company did not have any Level 3 instruments measured at fair value at September 30, 2022 or December 31, 2021, and there were no transfers between hierarchy levels during the periods presented.
4.REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
Contingent Residual Support Agreement with ET
Under a contingent residual support agreement with Energy Transfer and Citrus ETP Finance LLC, the Company provides contingent, residual support to Citrus ETP Finance LLC with respect to Citrus ETP Finance LLC’s obligations to Energy Transfer to support the payment of certain ET senior notes. As of September 30, 2022, $1 billion in principal amount of such supported Energy Transfer senior notes remains outstanding.
FERC Proceedings
By the Order issued January 16, 2019, the FERC initiated a review of PEPL’s existing rates pursuant to Section 5 of the NGA to determine whether the rates currently charged by PEPL are just and reasonable and set the matter for hearing. On August 30, 2019, PEPL filed a general rate proceeding under Section 4 of the NGA. The NGA Section 5 and Section 4 proceedings were consolidated by order of the Chief Judge on October 1, 2019. A hearing in the combined proceedings commenced on August 25, 2020 and adjourned on September 15, 2020. The initial decision by the administrative law judge was issued on March 26, 2021. On April 26, 2021, PEPL filed its brief on exceptions to the initial decision. On May 17, 2021, PEPL filed its brief opposing exceptions in this proceeding. This matter remains pending before the FERC.
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 regulations, 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.
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 polychlorinated biphenyls (“PCBs”) in compressed air systems; the past use of paints containing PCBs; and the prior use of wastewater collection facilities and other on-site disposal areas. The Company has implemented a program to remediate such contamination. The primary remaining remediation activity on the Company’s systems is associated with past use of paints containing PCBs or PCB impacts to equipment surfaces and to a building at one location. The PCB assessments are ongoing and the related estimated remediation costs are subject to further change. Other remediation typically involves the management of contaminated soils and may involve remediation of groundwater. Activities vary with site conditions and locations, the extent and nature of the contamination, remedial requirements, complexity and sharing of responsibility. The ultimate liability and total costs associated with these sites will depend upon many factors. If remediation activities involve statutory joint and several
liability provisions, strict liability, or cost recovery or contribution actions, the Company could potentially be held responsible for contamination caused by other parties. In some instances, the Company may share liability associated with contamination with other potentially responsible parties. The Company may also benefit from contractual indemnities that cover some or all of the cleanup costs. These sites are generally managed in the normal course of business or operations.
The Company’s environmental remediation activities are undertaken in cooperation with and under the oversight of appropriate regulatory agencies, enabling the Company under certain circumstances to take advantage of various voluntary cleanup programs in order to perform the remediation in the most effective and efficient manner.
The Company had accrued $1 million in non-current liabilities as of September 30, 2022 and December 31, 2021 to cover environmental remediation actions where management believes a loss is probable and reasonably estimable. The Company is not able to estimate the possible loss or range of loss in excess of amounts accrued. The Company does not have any material environmental remediation matters assessed as reasonably possible.
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 September 30, 2022 and December 31, 2021, the Company had accrued liabilities for litigation and other contingencies of $121 million and $73 million, respectively, included in other non-current liabilities on the consolidated balance sheets. The Company does not have any material litigation or other claim contingency matters assessed as probable or reasonably possible that would require disclosure in the financial statements.
Other Commitments and Contingencies
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, and there are no material claim contingencies associated with the examination.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Tabular dollar amounts are in millions)
The information in Item 2 has been prepared pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q. Accordingly, this Item 2 includes only management’s narrative analysis of the results of operations and should be read in conjunction with (i) our historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 18, 2022.
RESULTS OF OPERATIONS
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
OPERATING REVENUES: | | | |
Transportation and storage of natural gas | $ | 355 | | | $ | 358 | |
Operational gas sales | — | | | 67 | |
| | | |
Other | 16 | | | 14 | |
Total operating revenues | 371 | | | 439 | |
OPERATING EXPENSES: | | | |
| | | |
Operating and maintenance | 148 | | | 141 | |
General and administrative | 29 | | | 26 | |
Depreciation and amortization | 78 | | | 78 | |
| | | |
Total operating expenses | 255 | | | 245 | |
OPERATING INCOME | 116 | | | 194 | |
OTHER EXPENSE: | | | |
Interest expense, net | (12) | | | (11) | |
Interest expense — related company | (3) | | | (14) | |
| | | |
Other, net | (6) | | | (1) | |
INCOME BEFORE INCOME TAX EXPENSE | 95 | | | 168 | |
Income tax expense | 1 | | | — | |
| | | |
| | | |
NET INCOME | $ | 94 | | | $ | 168 | |
| | | |
| | | |
| | | |
Natural gas volumes transported (TBtu): | | | |
PEPL | 563 | | | 549 | |
Trunkline | 394 | | | 371 | |
Sea Robin | 31 | | | 45 | |
Transportation and storage of natural gas. Transportation and storage of natural gas decreased for the nine months ended September 30, 2022 compared to the same period in the prior year primarily due to lower rates on capacity sold.
Operational gas sales. Operational gas sales for the nine months ended September 30, 2021 were due to the impact of Winter Storm Uri in February 2021.
Operating and Maintenance. Operating and maintenance expenses increased for the nine months ended September 30, 2022 compared to the same period in the prior year primarily due to increased direct costs due to level of activity and price increases.
Interest expense — related company. Interest expense — related company decreased for the nine months ended September 30, 2022 compared to the same period in the prior year primarily due to lower average borrowings outstanding under a note payable due to the Company’s parent, which was repaid during the quarter ended September 30, 2022.
Other, net. Other, net decreased for the nine months ended September 30, 2022 compared to the same period in the prior year primarily due to unrealized losses on equity securities, partially offset by a reduction of non-service cost components of the Company’s postretirement benefit plan.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3, Quantitative and Qualitative Disclosures About Market Risk, has been omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that information required to be disclosed by us, including our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Under the supervision and with the participation of senior management, including the Co-Chief Executive Officers and the Chief Financial Officer of our General Partner, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a–15(e) promulgated under the Exchange Act. Based on this evaluation, the Co-Chief Executive Officers and the Chief Financial Officer of our General Partner concluded that our disclosure controls and procedures were effective as of September 30, 2022 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer of our General Partner, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to or has property subject to litigation and other proceedings, including matters arising under provisions relating to the protection of the environment, as described in Note 4 in “Part I - Item 1. Financial Statements” in this Quarterly Report on Form 10-Q and in Note 8 in “Part II - Item 8. Financial Statements and Supplementary Data” in the Company’s Form 10-K for the year ended December 31, 2021.
The Company is subject to federal and state requirements for the protection of the environment, including those for the discharge of hazardous materials and remediation of contaminated sites. As a result, the Company is a party to or has property subject to various other lawsuits or proceedings involving environmental protection matters. For information regarding these matters, see Note 4 in “Part I - Item 1. Financial Statements” in this Quarterly Report on Form 10-Q and Note 8 in “Part II - Item 8. Financial Statements and Supplementary Data” in the Company’s Form 10-K for the year ended December 31, 2021.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors described in “Part I - Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 18, 2022.
ITEM 6. EXHIBITS
The exhibits listed below are filed or furnished, as indicated, as part of this report:
| | | | | | | | |
Exhibit Number | | Description |
| | |
| | |
31.1* | | |
31.2* | | |
31.3* | | |
32.1** | | |
32.2** | | |
32.3** | | |
101* | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets; (ii) our Consolidated Statements of Operations and Comprehensive Income; (iii) our Consolidated Statements of Partners’ Capital; (iv) our Consolidated Statements of Cash Flows; and (v) the notes to our Consolidated Financial Statements |
| | |
| | |
| | |
| | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | | Filed herewith |
** | | Furnished herewith |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Panhandle Eastern Pipe Line Company, LP has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | | | | |
| | PANHANDLE EASTERN PIPE LINE COMPANY, LP |
| | |
| | | | |
| | | |
Date: | November 3, 2022 | By: | | /s/ A. Troy Sturrock |
| | | | A. Troy Sturrock |
| | | | Vice President and Controller |
DocumentExhibit 31.1
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marshall S. McCrea, III, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Panhandle Eastern Pipe Line Company, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2022
| | | | | |
/s/ Marshall S. McCrea, III | |
Marshall S. McCrea, III | |
Co-Chief Executive Officer | |
DocumentExhibit 31.2
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas E. Long, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Panhandle Eastern Pipe Line Company, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2022
| | | | | |
/s/ Thomas E. Long | |
Thomas E. Long | |
Co-Chief Executive Officer | |
DocumentExhibit 31.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bradford D. Whitehurst, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Panhandle Eastern Pipe Line Company, LP (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2022
| | | | | |
/s/ Bradford D. Whitehurst | |
Bradford D. Whitehurst | |
Chief Financial Officer | |
DocumentExhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Panhandle Eastern Pipe Line Company, LP (the “Company”) on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marshall S. McCrea, III, Co-Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2022
| | | | | |
/s/ Marshall S. McCrea, III | |
Marshall S. McCrea, III | |
Co-Chief Executive Officer | |
A signed original of this written statement required by Section 906 has been provided to and will be retained by Panhandle Eastern Pipe Line Company, LP and furnished to the Securities and Exchange Commission upon request.
DocumentExhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Panhandle Eastern Pipe Line Company, LP (the “Company”) on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Long, Co-Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2022
| | | | | |
/s/ Thomas E. Long | |
Thomas E. Long | |
Co-Chief Executive Officer | |
A signed original of this written statement required by Section 906 has been provided to and will be retained by Panhandle Eastern Pipe Line Company, LP and furnished to the Securities and Exchange Commission upon request.
DocumentExhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Panhandle Eastern Pipe Line Company, LP (the “Company”) on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradford D. Whitehurst, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2022
| | | | | |
/s/ Bradford D. Whitehurst | |
Bradford D. Whitehurst | |
Chief Financial Officer | |
A signed original of this written statement required by Section 906 has been provided to and will be retained by Panhandle Eastern Pipe Line Company, LP and furnished to the Securities and Exchange Commission upon request.