<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-13603
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0329620
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NUMBER)
2929 ALLEN PARKWAY
P.O. BOX 2521
HOUSTON, TEXAS 77252-2521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(713) 759-3636
(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
--- ---
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 14,433 $ 23,267
Accounts receivable, trade .................................. 18,729 22,425
Inventories ................................................. 7,285 8,451
Other ....................................................... 2,420 4,108
-------- --------
Total current assets ...................................... 42,867 58,251
-------- --------
Property, plant and equipment, at cost (Net of accumulated
depreciation and amortization of $231,131 and $214,044) ..... 638,851 611,695
Intangible assets ............................................. 33,493 34,926
Advances to limited partner ................................... 7,525 2,354
Other assets .................................................. 21,102 16,990
-------- --------
Total assets .............................................. $743,838 $724,216
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities .................... $ 10,380 $ 7,413
Accounts payable, general partner ........................... 4,566 3,817
Accrued interest ............................................ 5,704 13,265
Other accrued taxes ......................................... 7,442 6,370
Other ....................................................... 8,527 9,298
-------- --------
Total current liabilities ................................. 36,619 40,163
-------- --------
Senior Notes .................................................. 389,776 389,753
Other long-term debt .......................................... -- 63,000
Note payable, Parent Partnership .............................. 95,377 --
Other liabilities and deferred credits ........................ 3,720 3,073
Partners' capital:
General partner's interest .................................. 2,212 2,310
Limited partner's interests ................................. 216,134 225,917
-------- --------
Total partners' capital ................................... 218,346 228,227
-------- --------
Total liabilities and partners' capital ................... $743,838 $724,216
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 3
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Operating revenues:
Transportation - Refined products ........ $ 29,483 $ 33,448 $ 90,198 $ 92,397
Transportation - LPGs .................... 14,477 9,484 47,961 46,173
Mont Belvieu operations .................. 3,015 3,329 10,369 9,584
Other - net .............................. 6,135 7,386 22,648 20,868
--------- --------- --------- ---------
Total operating revenues .............. 53,110 53,647 171,176 169,022
--------- --------- --------- ---------
Costs and expenses:
Operating, general and administrative .... 18,960 19,427 57,855 55,147
Operating fuel and power ................. 8,094 7,824 23,310 22,154
Depreciation and amortization ............ 6,908 6,774 20,565 20,307
Taxes - other than income taxes .......... 2,441 2,419 7,202 7,412
--------- --------- --------- ---------
Total costs and expenses .............. 36,403 36,444 108,932 105,020
--------- --------- --------- ---------
Operating income ...................... 16,707 17,203 62,244 64,002
Interest expense ........................... (9,450) (7,992) (26,192) (23,292)
Interest costs capitalized ................. 1,551 705 3,816 1,194
Other income - net ......................... 411 347 1,704 1,254
--------- --------- --------- ---------
Net income ............................ $ 9,219 $ 10,263 $ 41,572 $ 43,158
========= ========= ========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................................................... $ 41,572 $ 43,158
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization .................................................. 20,565 20,307
Non cash portion of interest expense ........................................... 879 222
Equity in loss (income) of affiliate ........................................... (112) 339
Decrease in accounts receivable, trade ......................................... 3,696 2,134
Decrease in inventories ........................................................ 1,166 4,170
Decrease in other current assets ............................................... 1,216 85
Decrease in accounts payable and accrued expenses .............................. (3,544) (5,313)
Other .......................................................................... (405) (1197)
-------- --------
Net cash provided by operating activities .................................. 65,033 63,905
-------- --------
Cash flows from investing activities:
Proceeds from cash investments .................................................. 1,475 3,840
Purchases of cash investments ................................................... (2,000) (3,235)
Investment in Centennial Pipeline Company ....................................... (2,984) --
Capital expenditures ............................................................ (46,283) (55,084)
-------- --------
Net cash used in investing activities ...................................... (49,792) (54,479)
-------- --------
Cash flows from financing activities:
Proceeds from term loan ......................................................... 20,000 25,000
Payment of term loan ............................................................ (83,000) --
Loan proceeds from note payable, Parent Partnership ............................. 95,377 --
Advances to limited partner ..................................................... (5,171) (369)
Distributions ................................................................... (51,281) (45,481)
-------- --------
Net cash used in financing activities ...................................... (24,075) (20,850)
-------- --------
Net decrease in cash and cash equivalents ........................................ (8,834) (11,424)
Cash and cash equivalents at beginning of period ................................. 23,267 36,723
-------- --------
Cash and cash equivalents at end of period ....................................... $ 14,433 $ 25,299
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest) ................. $ 26,451 $ 28,472
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 5
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
TE Products Pipeline Company, Limited Partnership (the "Partnership"),
a Delaware limited partnership, was formed in March 1990. TEPPCO Partners, L.P.
(the "Parent Partnership") owns a 98.9899% interest as the sole limited partner.
On March 31, 2000, Texas Eastern Products Pipeline Company, a Delaware
corporation and general partner of the Partnership, was converted into Texas
Eastern Products Pipeline Company, LLC (the "Company" or "General Partner"), a
Delaware limited liability company. Additionally on March 31, 2000, Duke Energy
Corporation ("Duke Energy"), contributed its ownership of the General Partner to
Duke Energy Field Services, LLC ("DEFS"). DEFS is a joint venture between Duke
Energy and Phillips Petroleum Company. Duke Energy holds a majority interest in
DEFS.
The Company, an indirect wholly-owned subsidiary of DEFS, owns a
1.0101% general partner interest in the Partnership. The Company, as general
partner, performs all management and operating functions required for the
Partnership pursuant to the Agreement of Limited Partnership of TE Products
Pipeline Company, Limited Partnership (the "Partnership Agreement"). The General
Partner is reimbursed by the Partnership for all reasonable direct and indirect
expenses incurred in managing the Partnership.
The accompanying unaudited consolidated financial statements reflect
all adjustments, which are, in the opinion of management, of a normal and
recurring nature and necessary for a fair statement of the financial position of
the Partnership as of September 30, 2000, and the results of operations and cash
flows for the periods presented. The results of operations for the nine months
ended September 30, 2000, are not necessarily indicative of results of
operations for the full year 2000. The interim financial statements should be
read in conjunction with the Partnership's consolidated financial statements and
notes thereto presented in the TE Products Pipeline Company, Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1999. Certain amounts
from the prior year have been reclassified to conform to current presentation.
The Partnership has one business segment: the transportation, storage
and terminaling of refined products and liquefied petroleum gases ("LPGs"). The
Partnership's interstate transportation operations, including rates charged to
customers, are subject to regulations prescribed by the Federal Energy
Regulatory Commission ("FERC"). Refined products and LPGs are referred to
herein, collectively, as "petroleum products" or "products ."
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
standards for and disclosures of derivative instruments and hedging activities.
In July 1999, the FASB issued SFAS No. 137 to delay the effective date of SFAS
No. 133 until fiscal years beginning after June 15, 2000. The Partnership will
adopt this standard, as amended, effective January 1, 2001. The Partnership is
currently evaluating the impact of this statement and believes its
implementation will not have a material impact on its financial condition and
results of operations.
5
<PAGE> 6
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. INVENTORIES
Inventories are carried at the lower of cost (based on weighted average
cost method) or market. The major components of inventories were as follows (in
thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Gasolines ................. $ 776 $3,270
Propane ................... -- 223
Butanes ................... 1,761 605
Fuel oil .................. 303 386
Other products ............ 968 613
Materials and supplies .... 3,477 3,354
------ ------
Total ........... $7,285 $8,451
====== ======
</TABLE>
The costs of inventories were lower than market at September 30, 2000,
and December 31, 1999.
NOTE 4. LONG TERM DEBT
SENIOR NOTES
On January 27, 1998, the Partnership completed the issuance of $180
million principal amount of 6.45% Senior Notes due 2008, and $210 million
principal amount of 7.51% Senior Notes due 2028 (collectively the "Senior
Notes"). The 6.45% Senior Notes due 2008 are not subject to redemption prior to
January 15, 2008. The 7.51% Senior Notes due 2028 may be redeemed at any time
after January 15, 2008, at the option of the Partnership, in whole or in part,
at a premium.
The Senior Notes do not have sinking fund requirements. Interest on the
Senior Notes is payable semiannually in arrears on January 15 and July 15 of
each year. The Senior Notes are unsecured obligations of the Partnership and
will rank on a parity with all other unsecured and unsubordinated indebtedness
of the Partnership. The indenture governing the Senior Notes contains covenants,
including, but not limited to, covenants limiting (i) the creation of liens
securing indebtedness and (ii) sale and leaseback transactions. However, the
indenture does not limit the Partnership's ability to incur additional
indebtedness.
OTHER LONG TERM DEBT AND CREDIT FACILITIES
In connection with the purchase of fractionation assets from DEFS as of
March 31, 1998, TEPPCO Colorado, LLC received a $38 million bank loan from
SunTrust Bank ("SunTrust"). The interest rate on this loan was 6.53%, which was
payable quarterly. The original maturity date was April 21, 2001. This loan was
refinanced through the Parent Partnership on July 21, 2000, with the credit
facility discussed below.
On May 17, 1999, the Partnership entered into a five-year $75 million
term loan agreement to finance construction of three new pipelines between the
Partnership's terminal in Mont Belvieu, Texas and Port Arthur, Texas. This loan
was refinanced through the Parent Partnership on July 21, 2000, with the credit
facility discussed below.
On July 14, 2000, the Parent Partnership entered into a $75 million
term loan and a $475 million revolving credit facility. On July 21, 2000, the
Parent Partnership borrowed $75 million under the term loan and $340 million
6
<PAGE> 7
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
under the revolving credit facility. The funds were used to refinance existing
credit facilities, other than the Senior Notes and to finance the acquisition of
assets from ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $322.6 million. The acquired assets are held
through TCTM, L.P. (the "Crude Oil OLP"), a 98.9899% owned entity of the Parent
Partnership. The term loan has an eighteen month maturity and the revolving
facility has a three year maturity. The interest rate for the credit agreements
is based on the Parent Partnership's option of either SunTrust's prime rate, the
federal funds rate or LIBOR rate in effect at the time of the borrowings and is
adjusted monthly, bimonthly, quarterly or semi-annually.
At September 30, 2000, note payable, Parent Partnership represents an
intercompany note payable of $95.4 million payable to the Parent Partnership to
cover the debt service requirements for amounts paid on behalf of the
Partnership. The maturity and payment terms of the intercompany note payable
match the terms of the Parent Partnership's credit facility described above. The
note payable, Parent Partnership bears interest at a variable rate based on the
effective yield of the Parent Partnership's credit facilities. The weighted
average interest rate on the note payable, Parent Partnership at September 30,
2000 was 10.3%.
NOTE 5. CASH DISTRIBUTIONS
The Partnership makes quarterly cash distributions of all of its
Available Cash, generally defined as consolidated cash receipts less
consolidated cash disbursements and cash reserves established by the General
Partner in its sole discretion. Generally, distributions are made 98.9899% to
the Parent Partnership and 1.0101% to the General Partner.
On August 4, 2000, the Partnership paid a cash distribution of $17.6
million for the second quarter of 2000. Additionally, on October 13, 2000, the
Partnership declared a cash distribution of $19.5 million for the quarter ended
September 30, 2000. The increase in the third quarter distribution resulted from
the increase in the Parent Partnership's Limited Partner Unit distribution from
$0.50 per Limited Partner Unit to $0.525 per Limited Partner Unit and the
issuance of additional Limited Partner Units by the Parent Partnership on
October 25, 2000. The third quarter distribution was paid on November 3, 2000.
NOTE 6. COMMITMENTS AND CONTINGENCIES
In the fall of 1999, the Company and the Partnership were named as
defendants in a lawsuit in Jackson County Circuit Court, Jackson County,
Indiana. In Ryan E. McCleery and Marcia S. McCleery, et al. v. Texas Eastern
Corporation, et al. (including the Company and Partnership), plaintiffs contend,
among other things, that the Company and other defendants stored and disposed of
toxic and hazardous substances and hazardous wastes in a manner that caused the
materials to be released into the air, soil and water. They further contend that
the release caused damages to the plaintiffs. In their Complaint, the plaintiffs
allege strict liability for both personal injury and property damage together
with gross negligence, continuing nuisance, trespass, criminal mischief and loss
of consortium. The plaintiffs are seeking compensatory, punitive and treble
damages. The Company has filed an Answer to the Complaint, denying the
allegations, as well as various other motions. This case is in the early stages
of discovery and is not covered by insurance. The Company is defending itself
vigorously against this lawsuit. The Partnership cannot estimate the loss, if
any, associated with this pending lawsuit.
The Partnership is involved in various claims and legal proceedings
incidental to its business. In the opinion of management, these claims and legal
proceedings will not have a material adverse effect on the Partnership's
consolidated financial position or results of operations.
The operations of the Partnership are subject to federal, state and
local laws and regulations relating to protection of the environment. Although
the Partnership believes its operations are in material compliance with
7
<PAGE> 8
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
applicable environmental regulations, risks of significant costs and liabilities
are inherent in pipeline operations, and there can be no assurance that
significant costs and liabilities will not be incurred. Moreover, it is possible
that other developments, such as increasingly strict environmental laws and
regulations and enforcement policies thereunder, and claims for damages to
property or persons resulting from the operations of the pipeline system, could
result in substantial costs and liabilities to the Partnership. The Partnership
does not anticipate that changes in environmental laws and regulations will have
a material adverse effect on its financial position, operations or cash flows in
the near term.
The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any on-site and off-site groundwater contamination
attributable to the Partnership's operations at the Seymour, Indiana, terminal.
A Feasibility Study, which includes the Partnership's proposed remediation
program, has been approved by IDEM. IDEM is expected to issue a Record of
Decision formally approving the remediation program. After the Record of
Decision has been issued, the Partnership will enter into an Agreed Order for
the continued operation and maintenance of the program. The Partnership has
accrued $0.8 million at September 30, 2000 for future costs of the remediation
program for the Seymour terminal. In the opinion of the Company, the completion
of the remediation program will not have a material adverse impact on the
Partnership's financial condition, results of operations or liquidity.
Rates of interstate oil pipeline companies are currently regulated by
the FERC, primarily through an index methodology, whereby a pipeline company is
allowed to change its rates based on the change from year to year in the
Producer Price Index for finished goods less 1% ("PPI Index"). In the
alternative, interstate oil pipeline companies may elect to support rate filings
by using a cost-of-service methodology, competitive market showings ("Market
Based Rates") or agreements between shippers and the oil pipeline company that
the rate is acceptable ("Settlement Rates").
On May 11, 1999, the Partnership filed an application with the FERC
seeking a determination that the Partnership did not have market power in any of
its refined products origin or destination markets, which application if
approved by the FERC would have allowed the Partnership to charge market-based
rates. Protests of the application were filed by three intervenors challenging
the application with respect to four destination markets and two origin markets.
The FERC issued an Order dated July 31, 2000, which held that the Partnership
would be permitted to implement market-based rates in those markets that were
not subject to a protest. With respect to the protested markets, the FERC set
those for hearing to determine if the Partnership has the ability to exercise
significant market power in the four protested destination markets and one of
the two protested origin markets. The FERC directed FERC staff to convene a
conference regarding the other origin market. Following the issuance of the FERC
order, the Partnership and the protesting shippers resolved their differences
regarding the protested markets. An offer of settlement between the Partnership
and the protesting shippers was submitted to the FERC on October 19, 2000 and is
currently pending approval by the FERC. The terms of the offer of settlement
basically provide that (i) the Partnership shall be deemed to have withdrawn its
application for market-based rates in its Little Rock, Arkansas destination
market and its Arcadia, Louisiana destination market and (ii) the protestants
shall be deemed to have withdrawn their protest with respect to the remaining
destination markets and both origin markets. On November 8, 2000, FERC staff
filed comments on the Partnership's Offer of Settlement requesting that
hearings be held in the contested origin and destination markets. As a result
of the refund obligation potential, the Partnership has deferred all revenue
recognition of rates charged in excess of the PPI Index. At September 30, 2000,
the amount deferred for possible rate refunds, including interest, totaled
approximately $1.9 million. If the Offer of Settlement is approved by the FERC,
the Partnership will recognize as revenue approximately $1.2 million of the
previously deferred revenue as of September 30, 2000.
Substantially all of the petroleum products transported and stored by
the Partnership are owned by the Partnership's customers. At September 30, 2000,
the Partnership had approximately 18.7 million barrels of products in its
custody owned by customers. The Partnership is obligated for the transportation,
storage and
8
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TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
delivery of such products on behalf of its customers. The Partnership maintains
insurance adequate to cover product losses through circumstances beyond its
control.
In accordance with Title 49, Code of Federal Regulations, Part 195,
Subpart G, the Partnership is required to have an Operator Qualification Program
implemented by April, 2001. As part of the program, Company employees or
contractor employees working on behalf of the Partnership who perform certain
tasks will have to be trained, evaluated and approved by the Partnership as
being qualified prior to the performance of their assigned tasks. Additionally,
each Company employee or contractor employee must be trained to recognize and
react to any abnormal operating conditions which occur during the performance of
their assigned task. The Partnership has not determined the impact that the
implementation of such program will have.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following information is provided to facilitate increased
understanding of the 2000 and 1999 interim consolidated financial statements and
accompanying notes presented in Item 1. Material period-to-period variances in
the consolidated statements of income are discussed under "Results of
Operations." The "Financial Condition and Liquidity" section analyzes cash flows
and financial position. Discussion included in "Other Matters" addresses key
trends, future plans and contingencies. Throughout these discussions, management
addresses items that are reasonably likely to materially affect future liquidity
or earnings.
The Partnership's operations consist primarily of the transportation,
storage and terminaling of petroleum products and the fractionation of natural
gas liquids ("NGLs"). Revenues are derived from the transportation of refined
products and LPGs, the storage and short-haul shuttle transportation of LPGs at
the Mont Belvieu, Texas, complex, sale of product inventory and other ancillary
services. Labor and electric power costs comprise the two largest operating
expense items of the Partnership. Operations are somewhat seasonal with higher
revenues generally realized during the first and fourth quarters of each year.
Refined products volumes are generally higher during the second and third
quarters because of greater demand for gasolines during the spring and summer
driving seasons. LPGs volumes are generally higher from November through March
due to higher demand in the Northeast for propane, a major fuel for residential
heating
RESULTS OF OPERATIONS
Net income for the quarter ended September 30, 2000 was $9.2 million,
compared with net income of $10.3 million for the 1999 third quarter. The
decrease in net income resulted primarily from a $4.0 million decrease in
refined products transportation revenue, a $1.3 million decrease in other
operations revenues and a $0.6 million increase in interest expense (net of
capitalized interest). These decreases were partially offset by a $5.0 million
increase in LPGs transportation revenues.
For the nine months ended September 30, 2000, the Partnership reported
net income of $41.6 million, compared with net income of $43.2 million for the
first nine months of 1999. The $1.6 million decrease in net income resulted
primarily from a $3.9 million increase in costs and expenses, partially offset
by a $2.2 million increase in operating revenues and a $0.4 million increase in
other income-net. See discussion below of factors affecting net income for the
comparative periods.
Volume and average rate information for 2000 and 1999 is presented
below:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, PERCENTAGE SEPTEMBER 30, PERCENTAGE
--------------------------- INCREASE --------------------------- INCREASE
2000 1999 (DECREASE) 2000 1999 (DECREASE)
----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
VOLUMES DELIVERED
(in thousands of barrels)
Refined products ............... 32,490 35,883 (9%) 97,216 99,856 (3%)
LPGs ........................... 9,058 6,404 41% 27,385 25,943 6%
Mont Belvieu operations ........ 5,506 8,000 (31%) 19,154 20,767 (8%)
----------- ----------- --- ----------- ----------- ---
Total ...................... 47,054 50,287 (6%) 143,755 146,566 (2%)
=========== =========== === =========== =========== ===
AVERAGE RATE PER BARREL
Refined products (a) .......... $ 0.91 $ 0.93 (2%) $ 0.93 $ 0.93 --
LPGs ........................... 1.60 1.48 8% 1.75 1.78 (2%)
Mont Belvieu operations ........ 0.16 0.15 7% 0.15 0.16 (6%)
Average system rate per
barrel ............... $ 0.95 $ 0.88 8% $ 0.98 $ 0.97 1%
=========== =========== === =========== =========== ===
</TABLE>
(a) Net of amounts deferred related to potential refund obligation.
10
<PAGE> 11
RESULTS OF OPERATIONS - (CONTINUED)
Refined products transportation revenues decreased $4.0 million for the
quarter ended September 30, 2000, compared with the prior-year quarter, due to a
9% decrease in total refined products volumes delivered and a 2% decrease in the
refined products average rate per barrel. Motor fuel volumes delivered decreased
12% as a result of unfavorable price differentials and a local refinery
expansion in the West Memphis market. Additionally, distillate volumes delivered
decreased 14% due to lower demand in the Midwest area and unfavorable price
differentials. Natural gasoline volumes delivered decreased 22% from the 1999
third quarter as a result of unfavorable blending economics for Midwest area
refineries. These decreases were partially offset by a 42% increase in methyl
tertiary butyl ether ("MTBE") volumes delivered at the Partnership's marine
terminal near Beaumont, Texas, due to higher production from a facility that is
connected to the Pipeline System near Baytown, Texas.
LPGs transportation revenues increased $5.0 million for the quarter
ended September 30, 2000, compared with the third quarter of 1999, due primarily
to increased deliveries of propane to the Midwest and Northeast area as a result
of favorable differentials, late summer fill programs by customers, and higher
demand. Isobutane deliveries increased as a result of lower Canadian imports to
Midwest area refineries. The average rate per barrel increased 8% from the prior
year as a result of an increased percentage of long-haul deliveries during the
third quarter of 2000.
Revenues generated from Mont Belvieu operations decreased $0.3 million
during the quarter ended September 30, 2000, compared with the third quarter of
1999, as a result of decreased shuttle deliveries of propane, which was
partially offset by higher contract storage revenues.
Other operating revenues decreased $1.3 million during the quarter
ended September 30, 2000, compared with the prior year quarter, due primarily to
a $1.5 million decrease on gains realized from product sales. This decrease was
partially offset by increased custody transfers and increased location exchange
revenue.
For the nine months ended September 30, 2000, refined products
transportation revenues decreased $2.2 million compared with the corresponding
period in 1999. Natural gasoline volumes delivered decreased 8% from the prior
year as a result of unfavorable blending economics for Midwest area refineries.
Distillate volumes delivered decreased 7% from the prior year due to lower
demand in the Midwest area. Motor fuel volumes delivered decreased 5% primarily
due to a local refinery expansion in the West Memphis market. These decreases
were partially offset by strong jet fuel demand in the Midwest area resulting in
a 6% increase in jet fuel volumes delivered. The Partnership deferred
recognition of approximately $1.1 million of revenue during the nine months
ended September 30, 2000 with respect to potential refund obligations for rates
charged in excess of the PPI Index. During the third quarter of 1999, the
Partnership deferred $0.4 million for such potential refund obligations.
LPGs transportation revenues increased $1.8 million during the nine
months ended September 30, 2000, compared with the same period in 1999, due
primarily to higher propane volumes delivered. Propane deliveries in Midwest and
Northeast market areas increased from the prior year due to favorable
differentials, summer fill programs during the third quarter of 2000, and higher
demand. Also, butane deliveries increased due to favorable differentials in the
Chicago market area.
Revenues generated from Mont Belvieu operations increased $0.8 million
for the nine months ended September 30, 2000, compared with the corresponding
period in 1999, due primarily to increased contract storage revenue, partially
offset by decreased shuttle deliveries of propane.
During the nine months ended September 30, 2000, other operating
revenues increased $1.7 million, as compared to the same period in 1999, due
primarily to a $1.0 million increase on gains realized from product sales
attributable to higher market prices in 2000. Also contributing to the increase
were increased refined products terminaling revenue and increased LPG custody
transfer revenue. Partially offsetting these increases were decreased refined
products storage revenues.
11
<PAGE> 12
RESULTS OF OPERATIONS - (CONTINUED)
Costs and expenses decreased slightly for the quarter ended September
30, 2000, compared with the third quarter of 1999, primarily due to a $0.5
million decrease in operating, general and administrative expenses, largely
offset by a $0.3 million increase in operating fuel and power expense and a $0.1
increase in depreciation and amortization expense. The decrease in operating,
general and administrative expenses resulted primarily from a decrease in
outside services due to reduced pipeline maintenance costs and lower Year 2000
related contract labor and lower insurance premiums. These decreases were
partially offset by an increase in legal expenses associated with the Centennial
Pipeline ("Centennial") joint venture formation.
Costs and expenses increased $3.9 million for the nine months ended
September 30, 2000, compared with the same period in 1999, due to a $2.7 million
increase in operating, general and administrative expenses and a $1.2 million
increase in operating fuel and power expense. The increase in operating, general
and administrative expenses was primarily attributable to $0.9 million of
expense recognized in the first quarter of 2000 to write-off project evaluation
costs, increased labor and benefit costs, and increased contract labor and
consulting services. The write-off of project evaluation costs resulted from the
announcement in March 2000 of the Partnership's abandonment of its plan to
construct a pipeline from Beaumont, Texas, to Little Rock, Arkansas, in favor of
participation in the Centennial joint venture.
Interest expense increased $1.5 million during the quarter and $2.9
million during the nine months ended September 30, 2000, compared with the
corresponding prior year periods, as a result of interest expense on the
SunTrust term loan to finance construction of the pipelines between Mont Belvieu
and Port Arthur, Texas. Additionally, amortization of debt issuance costs
increased $0.6 million during the third quarter of 2000, and $0.7 million during
the nine months ended September 30, 2000, compared with the corresponding prior
year periods. The increase in interest expense was offset by increased interest
cost capitalized of $0.8 million during the quarter and $2.6 million during the
nine months ended September 30, 2000, compared with the corresponding prior year
periods, as a result of higher balances associated with construction in progress
of the pipelines between Mont Belvieu and Port Arthur.
Other income - net increased during both the quarter and nine months
ended September 30, 2000, compared with the corresponding periods in 1999, due
to gains on the sale of right-of-way easements during the second quarter of
2000, coupled with increased interest income earned on cash investments.
FINANCIAL CONDITION AND LIQUIDITY
Net cash from operations for the nine-month period ended September 30,
2000, totaled $65.0 million, comprised of $62.1 million of income before charges
for depreciation and amortization and $2.9 million provided by working capital
changes. This compares with cash flows from operations of $63.9 million for the
corresponding period in 1999, comprised of $63.5 million of income before
charges for depreciation and amortization and $0.4 million provided by working
capital changes. Net cash from operations for the nine months ended September
30, 2000 and 1999, included interest payments of $26.5 million and $28.5
million, respectively.
Cash flows used in investing activities during the first nine months of
2000 was comprised of $46.3 million of capital expenditures, $3.0 million of
cash contributions for the Partnership's initial interest in the Centennial
joint venture and $2.0 million of additional cash investments. These decreases
of cash were partially offset by $1.5 million of proceeds from investment
maturities. Cash flows used in investing activities during the first nine months
of 1999 included $55.1 million of capital expenditures and $3.2 million of
additional cash investments, partially offset by $3.8 million from investment
maturities. During the first nine months of 2000 and 1999, capital expenditures
included $29.6 million and $39.7 million, respectively, for construction of
three new pipelines
12
<PAGE> 13
FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)
between the Partnership's terminal in Mont Belvieu, Texas and Port Arthur,
Texas. The project includes three 12-inch diameter common-carrier pipelines and
associated facilities. Each pipeline is approximately 70 miles in length. The
new pipelines will transport ethylene, propylene and natural gasoline. Pipeline
construction was completed in the mid part of the 2000 third quarter. The
Partnership has entered into agreements for guaranteed throughput commitments,
which begin in November 2000. The cost of this project totaled approximately
$74.5 million.
The Partnership estimates that capital expenditures for 2000 will total
approximately $66 million (including capitalized interest of $4 million).
Approximately $30 million was used to complete construction of the three new
pipelines between Mont Belvieu and Port Arthur and approximately $4 million will
be used to replace seven pipelines under the Houston Ship Channel as required by
the United States Army Corp of Engineers for the deepening of the channel.
Approximately $10 million of planned expenditures are expected to be used in
revenue-generating projects, with the remaining $18 million being used for
life-cycle replacements and upgrading current facilities. Capital expenditures
may be financed through internally generated funds, external debt or Parent
Partnership financing.
The Partnership paid cash distributions of $51.3 million during the
nine months ended September 30, 2000. Additionally, on October 13, 2000, the
Partnership declared a cash distribution of $19.5 million for the quarter ended
September 30, 2000. The third quarter cash distribution was paid on November 3,
2000.
OTHER MATTERS
The operations of the Partnership are subject to federal, state and
local laws and regulations relating to protection of the environment. Although
the Partnership believes the operations of the Pipeline System are in material
compliance with applicable environmental regulations, risks of significant costs
and liabilities are inherent in pipeline operations, and there can be no
assurance that significant costs and liabilities will not be incurred. Moreover,
it is possible that other developments, such as increasingly strict
environmental laws and regulations and enforcement policies thereunder, and
claims for damages to property or persons resulting from the operations of the
Pipeline System, could result in substantial costs and liabilities to the
Partnership. The Partnership does not anticipate that changes in environmental
laws and regulations will have a material adverse effect on its financial
position, operations or cash flows in the near term.
The Partnership and the Indiana Department of Environmental Management
("IDEM") have entered into an Agreed Order that will ultimately result in a
remediation program for any on-site and off-site groundwater contamination
attributable to the Partnership's operations at the Seymour, Indiana, terminal.
A Feasibility Study, which includes the Partnership's proposed remediation
program, has been approved by IDEM. IDEM is expected to issue a Record of
Decision formally approving the remediation program. After the Record of
Decision has been issued, the Partnership will enter into an Agreed Order for
the continued operation and maintenance of the program. The Partnership has
accrued $0.8 million at September 30, 2000 for future costs of the remediation
program for the Seymour terminal. In the opinion of the Company, the completion
of the remediation program will not have a material adverse impact on the
Partnership's financial condition, results of operations or liquidity.
Rates of interstate oil pipeline companies are currently regulated by
the FERC, primarily through an index methodology, whereby a pipeline company is
allowed to change its rates based on the change from year to year in the
Producer Price Index for finished goods less 1% ("PPI Index"). In the
alternative, interstate oil pipeline companies may elect to support rate filings
by using a cost-of-service methodology, competitive market showings ("Market
Based Rates") or agreements between shippers and the oil pipeline company that
the rate is acceptable ("Settlement Rates").
13
<PAGE> 14
OTHER MATTERS - (CONTINUED)
On May 11, 1999, the Partnership filed an application with the FERC
seeking a determination that the Partnership did not have market power in any of
its refined products origin or destination markets, which application if
approved by the FERC would have allowed the Partnership to charge market-based
rates. Protests of the application were filed by three intervenors challenging
the application with respect to four destination markets and two origin markets.
The FERC issued an Order dated July 31, 2000, which held that the Partnership
would be permitted to implement market-based rates in those markets that were
not subject to a protest. With respect to the protested markets, the FERC set
those for hearing to determine if the Partnership has the ability to exercise
significant market power in the four protested destination markets and one of
the two protested origin markets. The FERC directed FERC staff to convene a
conference regarding the other origin market. Following the issuance of the FERC
order, the Partnership and the protesting shippers resolved their differences
regarding the protested markets. An offer of settlement between the Partnership
and the protesting shippers was submitted to the FERC on October 19, 2000 and is
currently pending approval by the FERC. The terms of the offer of settlement
basically provide that (i) the Partnership shall be deemed to have withdrawn its
application for market-based rates in its Little Rock, Arkansas destination
market and its Arcadia, Louisiana destination market and (ii) the protestants
shall be deemed to have withdrawn their protest with respect to the remaining
destination markets and both origin markets. On November 8, 2000, FERC staff
filed comments on the Partnership's Offer of Settlement requesting that
hearings be held in the contested origin and destination markets. As a result
of the refund obligation potential, the Partnership has deferred all revenue
recognition of rates charged in excess of the PPI Index. At September 30,
2000, the amount deferred for possible rate refunds, including interest,
totaled approximately $1.9 million. If the Offer of Settlement is approved
by the FERC, the Partnership will recognize as revenue approximately
$1.2 million of the previously deferred revenue as of September 30, 2000.
Effective July 1, 1999, the Partnership established Settlement Rates
with certain shippers of LPGs under which the rates in effect on June 30, 1999,
would not be adjusted for a period of either two or three years. Other LPGs
transportation tariff rates were reduced pursuant to the PPI Index
(approximately 1.83%), effective July 1, 1999. Effective July 1, 1999, the
Partnership canceled its tariff for deliveries of MTBE into the Chicago market
area reflecting reduced demand for transportation of MTBE into such area. The
MTBE tariffs were canceled with the consent of MTBE shippers and resulted in
increased pipeline capacity and tankage available for other products.
In February 2000, the Partnership and Louis Dreyfus Plastics
Corporation ("Louis Dreyfus") announced a joint development alliance whereby the
Partnership's Mont Belvieu petroleum liquids storage and transportation shuttle
system services will be marketed by Louis Dreyfus. The alliance will expand
services to the upper Texas Gulf Coast energy marketplace. The alliance is a
service-oriented, fee-based venture with no commodity trading.
In March 2000, the Partnership, CMS Energy Corporation and Marathon
Ashland Petroleum LLC announced an agreement to form a limited liability company
that will own and operate an interstate refined petroleum products pipeline
extending from the upper Texas Gulf Coast to Illinois. Each of the companies
will own a one-third interest in the limited liability company. The
Partnership's participation in this joint venture is in lieu of its previously
announced expansion plan to construct a new pipeline from Beaumont, Texas, to
Little Rock, Arkansas. The Partnership recognized $0.9 million of expense in
March 2000 to write-off project evaluation costs related to the abandoned
construction plan. In September 2000, the Partnership contributed $3.0 million
for its initial capital contribution in the joint venture.
The limited liability company will build a 70-mile, 24-inch diameter
pipeline connecting the Partnership's facility in Beaumont, Texas, with the
start of an existing 720-mile, 26-inch diameter pipeline extending from
Longville, Louisiana, to Bourbon, Illinois. The pipeline, which has been named
Centennial Pipeline, will pass through portions of Texas, Louisiana, Arkansas,
Mississippi, Tennessee, Kentucky and Illinois. CMS Panhandle Pipe Line
Companies, which owns the existing 720-mile pipeline, has made a filing with the
FERC to take the line out of natural gas service as part of the regulatory
process. Conversion of the pipeline to refined products service is expected to
be completed by the end of 2001. The Centennial Pipeline will intersect the
Partnership's existing mainline near Lick Creek, Illinois, where a new two
million barrel refined petroleum products storage terminal will be built.
14
<PAGE> 15
OTHER MATTERS - (CONTINUED)
On July 14, 2000, the Parent Partnership entered into a $75 million
term loan and a $475 million revolving credit facility. On July 21, 2000, the
Parent Partnership borrowed $75 million under the term loan and $340 million
under the revolving credit facility. The funds were used to refinance existing
credit facilities, other than the Senior Notes and to finance the acquisition of
assets from ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $322.6 million. The acquired assets are held
through TCTM, L.P. (the "Crude Oil OLP"), a 98.9899% owned entity of the Parent
Partnership. The term loan has an eighteen month maturity and the revolving
facility has a three year maturity. The interest rate for the credit agreements
is based on the Parent Partnership's option of either SunTrust's prime rate, the
federal funds rate or LIBOR rate in effect at the time of the borrowings and is
adjusted monthly, bimonthly, quarterly or semi-annually.
At September 30, 2000, note payable, Parent Partnership represents an
intercompany note payable of $95.4 million payable to the Parent Partnership to
cover the debt service requirements for amounts paid on behalf of the
Partnership. The note payable, Parent Partnership bears interest at a variable
rate based on the effective yield of the Parent Partnership's credit facilities
described above. The weighted average interest rate on the note payable, Parent
Partnership at September 30, 2000 was 10.3%.
The matters discussed herein include "forward-looking statements"
within the meaning of various provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this document that address activities, events or
developments that the Partnership expects or anticipates will or may occur in
the future, including such things as estimated future capital expenditures
(including the amount and nature thereof), business strategy and measures to
implement strategy, competitive strengths, goals, expansion and growth of the
Partnership's business and operations, plans, references to future success,
references to intentions as to future matters and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Partnership in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate under the
circumstances. However, whether actual results and developments will conform
with the Partnership's expectations and predictions is subject to a number of
risks and uncertainties, including general economic, market or business
conditions, the opportunities (or lack thereof) that may be presented to and
pursued by the Partnership, competitive actions by other pipeline companies,
changes in laws or regulations, and other factors, many of which are beyond the
control of the Partnership. Consequently, all of the forward-looking statements
made in this document are qualified by these cautionary statements and there can
be no assurance that actual results or developments anticipated by the
Partnership will be realized or, even if substantially realized, that they will
have the expected consequences to or effect on the Partnership or its business
or operations. For additional discussion of such risks and uncertainties, see TE
Products Pipeline Company, Limited Partnership's 1999 Annual Report on Form
10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Partnership may be exposed to market risk through changes in
interest rates and commodity prices as discussed below. The Partnership has no
foreign exchange risks.
At September 30, 2000, the Partnership had outstanding $180 million
principal amount of 6.45% Senior Notes due 2008, and $210 million principal
amount of 7.51% Senior Notes due 2028 (collectively the "Senior Notes"). At
September 30, 2000, the estimated fair value of the Senior Notes was
approximately $367 million.
At September 30, 2000, note payable, Parent Partnership represents an
intercompany note payable of $95.4 million payable to the Parent Partnership to
cover the debt service requirements for amounts paid on behalf of the
Partnership. The note payable, Parent Partnership bears interest at a variable
rate based on the effective yield of the Parent Partnership's credit facilities
described above. The weighted average interest rate on the note payable, Parent
Partnership at September 30, 2000 was 10.3%. Utilizing the balances of variable
interest rate debt outstanding at
15
<PAGE> 16
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS - (CONTINUED)
September 30, 2000, and assuming market interest rates increase 100 basis
points, the potential annual increase in interest expense is approximately $1.0
million.
The Partnership periodically enters into futures contracts to hedge its
exposure to price risk on product inventory transactions. For derivative
contracts to qualify as a hedge, the price movements in the commodity derivative
must be highly correlated with the underlying hedged commodity. Contracts that
qualify as hedges and held for non-trading purposes are accounted for using the
deferral method of accounting. Under this method, gains and losses are not
recognized until the underlying physical transaction occurs. Deferred gains and
losses related to such instruments are reported in the consolidated balance
sheet as current assets or current liabilities. At September 30, 2000, there
were no outstanding futures contracts.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number Description
------- ------------
3.1 Certificate of Formation of TEPPCO Colorado, LLC
(Filed as Exhibit 3.2 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 1998 and incorporated herein
by reference).
3.2 Amended and Restated Agreement of Limited Partnership
of TE Products Pipeline Company, Limited Partnership,
effective July 21, 1998 (Filed as Exhibit 3.2 to Form
8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) dated July 21, 1998 and incorporated herein
by reference).
4.1 Form of Indenture between TE Products Pipeline
Company, Limited Partnership and The Bank of New
York, as Trustee, dated as of January 27, 1998 (Filed
as Exhibit 4.3 to TE Products Pipeline Company,
Limited Partnership's Registration Statement on Form
S-3 (Commission File No. 333-38473) and incorporated
herein by reference).
10.1 Assignment and Assumption Agreement, dated March 24,
1988, between Texas Eastern Transmission Corporation
and the Company (Filed as Exhibit 10.8 to the
Registration Statement of TEPPCO Partners, L.P.
(Commission File No. 33-32203) and incorporated
herein by reference).
10.2 Texas Eastern Products Pipeline Company 1997 Employee
Incentive Compensation Plan executed on July 14, 1997
(Filed as Exhibit 10 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter
ended September 30, 1997 and incorporated herein by
reference).
10.3 Agreement Regarding Environmental Indemnities and
Certain Assets (Filed as Exhibit 10.5 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403)
for the year ended December 31, 1990 and incorporated
herein by reference).
10.4 Texas Eastern Products Pipeline Company Management
Incentive Compensation Plan executed on January 30,
1992 (Filed as Exhibit 10 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 1992 and incorporated herein
by reference).
10.5 Texas Eastern Products Pipeline Company Long-Term
Incentive Compensation Plan executed on October 31,
1990 (Filed as Exhibit 10.9 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
year ended December 31, 1990 and incorporated herein
by reference).
16
<PAGE> 17
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
10.6 Form of Amendment to Texas Eastern Products Pipeline
Company Long-Term Incentive Compensation Plan (Filed
as Exhibit 10.7 to the Partnership's Form 10-K
(Commission File No. 1-10403) for the year ended
December 31, 1995 and incorporated herein by
reference).
10.7 Employees' Savings Plan of Panhandle Eastern
Corporation and Participating Affiliates (Effective
January 1, 1991) (Filed as Exhibit 10.10 to the
Partnership's Form 10-K (Commission File No. 1-10403)
for the year ended December 31, 1990 and incorporated
herein by reference).
10.8 Retirement Income Plan of Panhandle Eastern
Corporation and Participating Affiliates (Effective
January 1, 1991) (Filed as Exhibit 10.11 to Form 10-K
of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the year ended December 31, 1990 and
incorporated herein by reference).
10.9 Panhandle Eastern Corporation Key Executive
Retirement Benefit Equalization Plan, adopted
December 20, 1993; effective January 1, 1994 (Filed
as Exhibit 10.12 to Form 10-K of Panhandle Eastern
Corporation (Commission File No. 1-8157) for the year
ended December 31, 1993 and incorporated herein by
reference).
10.10 Employment Agreement with William L. Thacker, Jr.
(Filed as Exhibit 10 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter
ended September 30, 1992 and incorporated herein by
reference).
10.11 Texas Eastern Products Pipeline Company 1994 Long
Term Incentive Plan executed on March 8, 1994 (Filed
as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended
March 31, 1994 and incorporated herein by reference).
10.12 Texas Eastern Products Pipeline Company 1994 Long
Term Incentive Plan, Amendment 1, effective January
16, 1995 (Filed as Exhibit 10.12 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403)
for the quarter ended June 30, 1999 and incorporated
herein by reference).
10.13 Panhandle Eastern Corporation Key Executive Deferred
Compensation Plan established effective January 1,
1994 (Filed as Exhibit 10.2 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 1994 and incorporated herein
by reference).
10.14 Asset Purchase Agreement between Duke Energy Field
Services, Inc. and TEPPCO Colorado, LLC, dated March
31, 1998 (Filed as Exhibit 10.14 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403)
for the quarter ended March 31, 1998 and incorporated
herein by reference).
10.15 Form of Employment Agreement between the Company and
O. Horton Cunningham, Ernest P. Hagan, Thomas R.
Harper, David L. Langley, Charles H. Leonard and
James C. Ruth, dated December 1, 1998 (Filed as
Exhibit 10.20 to Form 10-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the year ended
December 31, 1998 and incorporated herein by
reference).
10.16 Agreement Between Owner and Contractor between TE
Products Pipeline Company, Limited Partnership and
Eagleton Engineering Company, dated February 4, 1999
(Filed as Exhibit 10.21 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
quarter ended March 31, 1999 and incorporated herein
by reference).
10.17 Services and Transportation Agreement between TE
Products Pipeline Company, Limited Partnership and
Fina Oil and Chemical Company, BASF Corporation and
BASF Fina Petrochemical Limited Partnership, dated
February 9, 1999 (Filed as Exhibit 10.22 to Form 10-Q
of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended March 31, 1999 and
incorporated herein by reference).
17
<PAGE> 18
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
10.18 Call Option Agreement, dated February 9, 1999 (Filed
as Exhibit 10.23 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter
ended March 31, 1999 and incorporated herein by
reference).
10.19 Credit Agreement between TEPPCO Partners, L.P.,
SunTrust Bank, and Certain Lenders, dated July 14,
2000 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the
quarter ended June 30, 2000 and incorporated herein
by reference).
10.20 Texas Eastern Products Pipeline Company, LLC 2000
Long Term Incentive Plan (Filed as Exhibit 10.27 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the quarter ended September 30, 2000
and incorporated herein by reference).
27* Financial Data Schedule as of and for the nine months
ended September 30, 2000.
----------
* Filed herewith.
(b) Reports on Form 8-K: None
Items 1, 2, 3, 4 and 5 of Part II were not applicable and have been omitted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officer and principal financial officer.
TE Products Pipeline Company, Limited Partnership
(Registrant)
By: Texas Eastern Products Pipeline Company, LLC,
as General Partner
/s/ WILLIAM L. THACKER
-------------------------------------------------
William L. Thacker
President and Chief Executive Officer
/s/ CHARLES H. LEONARD
-------------------------------------------------
Charles H. Leonard
Senior Vice President, Chief Financial Officer
and Treasurer
Date: November 13, 2000
18
