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Previous: STATE OF FRANKLIN BANCSHARES INC, 10QSB, EX-27, 2000-08-11 |
Next: LAKEHEAD PIPELINE CO LP, 10-Q, EX-27, 2000-08-11 |
UNITED STATES
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 |
For the quarterly period ended June 30, 2000
OR
| / / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 333-59597
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
39-1715851 (I.R.S. Employer Identification No.) |
Lake Superior Place
21 West Superior Street
Duluth, MN 55802-2067
(Address of principal executive offices and zip code)
(218) 725-0100
(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 / /
TABLE OF CONTENTS
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| PART I—FINANCIAL INFORMATION |
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| Item 1. |
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Financial Statements |
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Statement of Income for the three month and six month periods ended June 30, 2000 and 1999 |
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Statement of Cash Flows for the six month periods ended June 30, 2000 and 1999 |
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Statement of Financial Position as at June 30, 2000 and December 31, 1999 |
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Statement of Partners' Capital for the six month period ended June 30, 2000 |
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Notes to the Financial Statements |
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| Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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| PART II—OTHER INFORMATION |
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| Item 1. |
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Legal Proceedings |
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| Item 6. |
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Exhibits and Reports on Form 8-K |
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| Signature |
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This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are based on the Partnership's beliefs as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate," "forecast," "project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various risks, uncertainties and assumptions including:
If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 10-Q. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks, uncertainties and assumptions, see the Partnership's 1999 Annual Report on Form 10-K.
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
STATEMENT OF INCOME
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Three months ended June 30, |
Six months ended June 30, |
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2000 |
1999 |
2000 |
1999 |
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(unaudited; dollars in millions) |
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| Operating Revenue | $ | 78.3 | $ | 80.4 | $ | 157.1 | $ | 154.4 | |||||||
| Expenses | |||||||||||||||
| Power | 12.3 | 13.6 | 24.8 | 27.1 | |||||||||||
| Operating and administrative | 19.6 | 16.8 | 37.3 | 30.6 | |||||||||||
| Depreciation | 15.2 | 14.6 | 30.5 | 28.1 | |||||||||||
| 47.1 | 45.0 | 92.6 | 85.8 | ||||||||||||
| Operating Income | 31.2 | 35.4 | 64.5 | 68.6 | |||||||||||
| Interest and Other Income | 0.7 | 0.7 | 2.3 | 2.2 | |||||||||||
| Interest Expense | (15.2 | ) | (13.4 | ) | (29.8 | ) | (26.1 | ) | |||||||
| Net Income | $ | 16.7 | $ | 22.7 | $ | 37.0 | $ | 44.7 | |||||||
See accompanying notes to the financial statements.
1
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
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Six months ended June 30, |
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2000 |
1999 |
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(unaudited; dollars in millions) |
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| Cash Provided from Operating Activities | ||||||||||
| Net income | $ | 37.0 | $ | 44.7 | ||||||
| Adjustments to reconcile net income to cash provided from operating activities: | ||||||||||
| Depreciation | 30.5 | 28.1 | ||||||||
| Interest on accrued rate refunds (Note 3) | — | 0.5 | ||||||||
| Other | (1.8 | ) | (0.6 | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||||
| Accounts receivable and other | (2.0 | ) | (0.7 | ) | ||||||
| Materials and supplies | (0.3 | ) | (0.5 | ) | ||||||
| General Partner and affiliates | (1.9 | ) | (4.2 | ) | ||||||
| Accounts payable and other | (1.7 | ) | (4.8 | ) | ||||||
| Interest payable | 0.4 | (0.1 | ) | |||||||
| Property and other taxes | (3.1 | ) | (2.5 | ) | ||||||
| Payment of rate refunds and related interest (Note 3) | — | (15.2 | ) | |||||||
| 57.1 | 44.7 | |||||||||
| Investing Activities | ||||||||||
| Repayments from affiliate | 0.9 | 3.9 | ||||||||
| Additions to property, plant and equipment | (4.1 | ) | (42.8 | ) | ||||||
| Changes in construction payables | (1.1 | ) | (26.0 | ) | ||||||
| (4.3 | ) | (64.9 | ) | |||||||
| Financing Activities | ||||||||||
| Variable rate financing, net | — | (55.0 | ) | |||||||
| Partners' capital contributions, net | — | 120.9 | ||||||||
| Distributions to partners | (55.7 | ) | (52.6 | ) | ||||||
| (55.7 | ) | 13.3 | ||||||||
| Decrease in Cash and Cash Equivalents* | (2.9 | ) | (6.9 | ) | ||||||
| Cash and Cash Equivalents at Beginning of Period | 40.0 | 47.0 | ||||||||
| Cash and Cash Equivalents at End of Period | $ | 37.1 | $ | 40.1 | ||||||
See accompanying notes to the financial statements.
2
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
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June 30, 2000 |
December 31, 1999 |
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(unaudited, except for December 31, 1999; dollars in millions) |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents | $ | 37.1 | $ | 40.0 | |||||
| Due from General Partner and Affiliates | 0.2 | — | |||||||
| Advances to affiliate | 6.6 | 7.5 | |||||||
| Accounts receivable and other | 33.5 | 31.5 | |||||||
| Materials and supplies | 7.7 | 7.4 | |||||||
| 85.1 | 86.4 | ||||||||
| Deferred Charges and Other | 7.6 | 5.8 | |||||||
| Property, Plant and Equipment | |||||||||
| At cost | 1,572.1 | 1,568.4 | |||||||
| Accumulated depreciation | (277.2 | ) | (247.1 | ) | |||||
| 1,294.9 | 1,321.3 | ||||||||
| $ | 1,387.6 | $ | 1,413.5 | ||||||
| LIABILITIES AND PARTNERS' CAPITAL |
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| Current Liabilities |
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| Due to General Partner and affiliates | $ | — | $ | 1.7 | |||||
| Accounts payable and other | 15.4 | 18.2 | |||||||
| Interest payable | 6.7 | 6.3 | |||||||
| Property and other taxes | 10.2 | 13.3 | |||||||
| 32.3 | 39.5 | ||||||||
| Long-Term Debt | 784.5 | 784.5 | |||||||
| Contingencies (Note 4) | — | — | |||||||
| 816.8 | 824.0 | ||||||||
| Partners' Capital | |||||||||
| Limited Partner | 567.3 | 585.9 | |||||||
| General Partner | 3.5 | 3.6 | |||||||
| 570.8 | 589.5 | ||||||||
| $ | 1,387.6 | $ | 1,413.5 | ||||||
See accompanying notes to the financial statements.
3
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
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Limited Partner |
General Partner |
Total |
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(unaudited, except for December 31, 1999; dollars in millions) |
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| Partners' Capital at December 31, 1999 | $ | 585.9 | $ | 3.6 | $ | 589.5 | |||||
| Net Income Allocation | 36.6 | 0.4 | 37.0 | ||||||||
| Distributions to Partners | (55.2 | ) | (0.5 | ) | (55.7 | ) | |||||
| Partners' Capital at June 30, 2000 | $ | 567.3 | $ | 3.5 | $ | 570.8 | |||||
See accompanying notes to the financial statements.
4
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, they contain all adjustments which management considers necessary to present fairly the financial position as at June 30, 2000 and December 31, 1999; the results of operations for the three and six month periods ended June 30, 2000 and 1999; and cash flows for the six month periods ended June 30, 2000 and 1999. The results of operations for the six months ended June 30, 2000 should not be taken as indicative of the results to be expected for the full year. The interim financial statements should be read in conjunction with the Partnership's financial statements and notes thereto presented in the Partnership's 1999 Annual Report on Form 10-K.
2. Comparative Amounts
Certain comparative amounts are reclassified to conform with the current period's financial statement presentation.
3. Accrued Rate Refunds and Related Interest
In October 1996, the Federal Energy Regulatory Commission ("FERC") approved a settlement agreement between the Partnership and customer representatives on all then outstanding contested tariff rates. The agreement resulted in an approximate tariff rate reduction of 6% and total rate refunds and related interest of $120.0 million through the effective date of October 1, 1996. Refunds required under the agreement began in 1996 with $41.8 million repaid during the fourth quarter of 1996, with the balance repaid through a 10% reduction in tariff rates. Interest was accrued on the unpaid balance based on the 90-day Treasury Bill rate. Effective November 22, 1999, the 10% reduction in tariff rates was removed and during December 1999, the $120.0 million and related interest was fully repaid.
4. Environmental Contingencies
The Partnership is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to liquid pipeline operations and the Partnership could, at times, be subject to environmental cleanup and enforcement actions. The General Partner manages this environmental risk through appropriate environmental policies and practices to minimize the impact to the Partnership. To the extent the Partnership is unable to recover environmental costs in its rates (if not recovered through insurance), the General Partner has agreed to indemnify the Partnership from and against any costs relating to environmental liabilities associated with the pipeline system prior to its transfer to the Partnership in 1991. This excludes any liabilities resulting from a change in laws after such transfer. The Partnership continues to voluntarily investigate past leak sites for the purpose of assessing whether any remediation is required in light of current regulations, and to date no material environmental risks have been identified.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Six Months Ended June 30, 2000 Compared with Six Months Ended June 30, 1999
Net income for the six months ended June 30, 2000, was $37.0 million, compared to $44.7 million for the same period in 1999. The decline in net income for the first half reflects higher operating and administrative expenses, depreciation and interest expense, which were partially offset by higher operating revenue and lower power costs.
Operating revenue for the first six months of 2000 increased $2.7 million, to $157.1 million, over the corresponding period in 1999 as declines in deliveries were more than offset by increased tariffs related to the System Expansion Project II ("SEP II") and the Terrace Expansion Project ("Terrace"). Deliveries averaged 1.361 million barrels per day for the first six months of 2000, compared to 1.386 million barrels per day for the same period of 1999. The reduction stems primarily from the lag in recovery of crude oil production in western Canada, which impacts volumes available for transport on the Lakehead System. Crude oil production in western Canada was impacted by the low world crude oil prices in 1998 and early 1999, which caused drilling and production activity in western Canada to drop to its lowest level since 1993. See "General—Future Prospects".
Total operating expenses for the first six months of 2000 increased $6.8 million from the corresponding period last year. The increase resulted from higher operating and administrative and depreciation costs, offset by lower power costs. Operating and administrative costs increased $6.7 million primarily due to increases in property taxes associated with the recent expansion projects and oil measurement losses. Depreciation expense increased $2.4 million primarily as a result of Terrace, which was put into service in April 1999. Power costs decreased $2.3 million due to lower deliveries.
Interest expense for the first six months of 2000 was $3.7 million higher than the same period of 1999 due to lower capitalized interest associated with the recent expansion projects.
Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 1999
Net income for the three months ended June 30, 2000, was $16.7 million, compared to $22.7 million for the same period last year. The decline in quarterly results reflects lower operating revenue and higher operating and interest expenses.
Operating revenue for the second quarter of 2000 was $78.3 million, a decrease of $2.1 million over the corresponding period in 1999, due to declines in deliveries and a reduction in tariff rates from the annual index adjustment in July 1999. Deliveries averaged 1.358 million barrels per day for the second quarter of 2000, compared to 1.376 million barrels per day for the same period of 1999. As previously noted, the reduction stems primarily from the lag in recovery of crude oil production in western Canada.
Total operating expenses for the three months ended June 30, 2000, increased by $2.1 million from the corresponding period in 1999. Decreased power costs of $1.3 million were offset by higher operating and administrative expenses of $2.8 million, and higher depreciation costs of $0.6 million. Power costs declined due to lower deliveries. Operating and administrative costs increased due to higher property taxes associated with the recent expansions and oil measurement losses. Depreciation expense increased due to placing Terrace in service April 1, 1999.
As previously noted, interest expense for the second quarter of 2000 was $1.8 million higher than the same period of 1999 due to lower capitalized interest once major project construction was completed last year.
6
The results of operations for the three month and six month periods ended June 30, 2000 should not be taken as indicative of the results of operations expected for the full year.
Liquidity and Capital Resources
The Partnership anticipates that it will continue to have adequate liquidity to fund future recurring operating, investing and financing activities. The Partnership intends to fund ongoing capital expenditures with borrowings, cash generated from operating activities, existing cash and cash equivalents and the proceeds from future partner capital contributions and debt offerings. Cash distributions are expected to be funded with internally generated cash. The Partnership's ability to make future debt offerings and receive partner capital contributions will depend on prevailing market conditions, interest rates and the financial condition of the Partnership.
At June 30, 2000, cash and cash equivalents totaled $37.1 million, as compared to $40.0 million at December 31, 1999. Of this $37.1 million, $27.9 million will be used for the cash distribution payable August 14, 2000, with the remaining $9.2 million available for capital expenditures or other business needs.
Cash flow from operating activities for first six months of 2000 was $57.1 million, as compared with $44.7 million for the same period last year. The majority of this increase, $15.2 million, is attributable to the elimination of the rate refunds related to the 1996 settlement agreement. The rate refund obligation was fully repaid during 1999 and the 10% tariff credit was cancelled effective November 22, 1999.
The Partnership anticipates spending approximately $13.0 million for pipeline system enhancements and $12.0 million for core maintenance activities in 2000. Excluding major expansion projects, ongoing capital expenditures are expected to average approximately $20.0 million on an annual basis (approximately 50% for core maintenance and 50% for enhancement of the pipeline system). Core maintenance activities, such as the replacement of equipment and preventive maintenance programs, will be undertaken to enable the Partnership's pipeline system to continue to operate at its maximum operating capacity. Enhancements to the pipeline system, such as renewal and replacement of pipe, are expected to extend the life of the Lakehead System and permit the Partnership to respond to developing industry and government standards and the changing service expectations of its customers.
General
Future Prospects
Income and cash flows of the Partnership are sensitive to oil industry supply and demand in Canada and the United States and the regulatory environment. As the Partnership's pipeline system is operationally integrated with the Enbridge Pipelines System in western Canada, the Partnership's revenues are dependent upon the utilization of the Enbridge Pipelines System by producers of western Canadian crude oil. The Partnership believes the long-term demand for its pipeline system will continue.
The outlook for future growth is believed to be positive for the Partnership. Although crude oil prices have been strong for the past year, exploration and production activity lagged, as producers of western Canadian crude oil were cautious to invest in new production. Total crude oil production in the western Canadian region declined in excess of 200,000 barrels per day due to the curtailment of exploration and production activity. During the last few months, production has increased modestly and the outlook is for continuing growth. As a leading indicator for crude oil production, oil well completions have more than tripled from last year, as approximately 2,500 wells were completed in the first six months of 2000 compared with 700 wells during the same period last year. Although there has been a bias toward natural gas drilling, crude oil exploration is now on the rise and this trend is expected to continue through 2000. This resurgence is also supported by external forecasts for oil prices over the next several years. Forecasts for the West Texas Intermediate crude oil benchmark are in the low-to-mid-twenty dollar per barrel range.
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The Partnership believes that these prices are sufficient to sustain continued growth in crude oil production from the Western Canadian Sedimentary Basin, particularly from the Alberta Oil Sands. Due to the lag in recovery of crude oil production in western Canada, it is anticipated that third quarter average daily deliveries on the Lakehead System will approximate the first six months of 2000, followed by an increase in the fourth quarter. On an annual basis, this is expected to limit 2000 net income to approximately $70 million.
In the long-term, the Partnership is well positioned to benefit from increases in crude oil supply through a combination of existing capacity and planned future expansion. Canada has substantial reserves of non-conventional hydrocarbon resources consisting predominantly of oil sands deposits in the province of Alberta. Firms involved in the production of heavy and synthetic crude oil from the oil sands region of western Canada have announced expansion programs in excess of Cdn $26 billion. If these projects are completed, they are projected to provide substantial increases in the production of heavy and synthetic crude oil in western Canada in the next several years, which will support the long-term utilization of the Lakehead System.
Enbridge Line 9
The Enbridge Pipelines System includes a section referred to as "Line 9" (previously known as the "Montreal Extension") which was reversed in 1999 to flow from Montreal, Quebec to Sarnia, Ontario. The pipeline delivers off-shore crude oil imported into Quebec through facilities of Portland Pipe Line Corporation and Montreal Pipe Line Limited to refineries in Ontario. Line 9 has an annual capacity of approximately 240,000 barrels per day and for the first six months of 2000, operated at approximately 195,000 barrels per day. The ongoing utilization level of the line will be dependent upon global crude oil market dynamics.
The reversal of Line 9 resulted in decreased deliveries of light crude oil from the Lakehead System to Ontario beginning in the second quarter of 1999. Displaced volumes originating in western Canada are being diverted to other markets in the U.S. Midwest. During the first six months of 2000, deliveries to Clearbrook, Minnesota and Chicago, Illinois increased compared to the same period last year, partially offsetting reductions in light crude deliveries to Ontario. Deliveries of U.S. domestic and foreign crude oil volumes between Chicago and Ontario decreased 76,000 barrels per day for first half of 2000 as compared to the same period in 1999 due to the reversal of Line 9. The level of decline in deliveries from the Lakehead System to Ontario will be dependent upon global crude oil market dynamics and the level of utilization of Line 9. For additional discussion on the impact of the Montreal Extension Reversal, see the Partnership's 1999 Annual Report on Form 10-K.
Tariff Matters
On March 13, 2000, the Partnership filed a new tariff with the FERC, which took effect April 1, 2000. This new tariff reflects the annual adjustment to the SEP II surcharge, including a true-up of the 1999 actual SEP II cost of service, along with an estimate for 2000. The tariff allows the Partnership to recover the cost of service for SEP II facilities and earn a return on its SEP II equity investment, which varies with the utilization of SEP II capacity on the Enbridge Pipeline System in western Canada. During 2000, the Partnership will earn a 7.5% return on its SEP II equity investment, the minimum provided in the SEP II Tariff Agreement.
Effective July 1, 2000, in compliance with the indexed rate ceilings allowed by FERC, the Partnership increased its rates for transportation approximately 0.8%. The increase in tariff rates is not expected to have a material impact on the Partnership.
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Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that all derivatives be recognized at fair value in the balance sheet and all changes in fair value be recognized currently in earnings or deferred as a component of other comprehensive income, depending on the intended use of the derivative, its resulting designation and its effectiveness. The Partnership plans to adopt this Statement in 2001, as required. The Partnership has not determined the potential impact of implementing this Statement.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership's financial instrument market risk is primarily impacted by changes in interest rates. The Partnership's exposure to movements in interest rates is managed through its long-term debt ratio target, its allocation of fixed and floating rate debt, and the use of interest rate risk management agreements. Information about the Partnership's financial instruments that are sensitive to changes in interest rates has not changed from that presented in the Partnership's 1999 Annual Report on Form 10-K.
As the Partnership does not own the crude oil and Natural Gas Liquids ("NGL") it transports, its cash flows are not significantly impacted by changes in commodity prices. However, commodity prices have a significant impact on the underlying supply and demand for crude oil and NGL that the Partnership transports.
The Partnership has minimal foreign exchange risk, and has entered into forward contracts to hedge its exposure to movements of future exchange rates.
The Partnership does not currently hold or issue derivative instruments for trading or any other speculative purpose.
9
The Partnership is a defendant in various lawsuits and a party to various legal proceedings arising in the ordinary course of business. Some of these lawsuits and proceedings are covered, in whole or in part, by insurance. The Partnership believes that the outcome of all these lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on the financial condition of the Partnership.
The Partnership entered into a Stipulation and Order for Judgment with the State of Wisconsin on June 7, 2000, with regard to alleged violations of state pollution control regulations. The Stipulation and Order requires the Partnership to pay forfeitures, assessments and expenses in the amount of $195,000 in exchange for a release from any further liability arising from the claims alleged in a Complaint simultaneously filed by the State with the Stipulation and Order. The first three claims described in the Complaint relate to trench de-watering during construction of a new line to Chicago, Illinois in the summer of 1998. The State alleged that the Partnership failed to comply with the terms of a discharge permit by failing to monitor all discharges of water from construction trenches and, on certain occasions, by exceeding the effluent limitations. The fourth and unrelated claim described in the Complaint alleges that the Partnership failed to immediately report a release of natural gas liquids from its Superior terminal in mid-January 1999.
For information regarding other legal proceedings arising in 2000 or with regard to which material developments were reported during 2000, see Part II. Item 1., "Legal Proceedings," in the Form 10-Q filed for the quarter ending March 31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 2000.
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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 thereunto duly authorized.
| LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP (Registrant) |
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By: |
Lakehead Pipe Line Company, Inc. as General Partner |
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/s/ J.L. BALKO J.L. Balko Chief Accountant (Principal Financial and Accounting Officer) |
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Dated: August 11, 2000 |
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