<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
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
COMMISSION FILE NO. 1-10403
TEPPCO PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0291058
(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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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TEPPCO PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 25,015 $ 32,593
Accounts receivable, trade .................................... 248,007 205,766
Inventories ................................................... 20,223 16,766
Other ......................................................... 6,085 7,884
-------------- --------------
Total current assets ....................................... 299,330 263,009
-------------- --------------
Property, plant and equipment, at cost (Net of accumulated
depreciation and amortization of $243,576 and $220,467) ....... 852,173 720,919
Equity investments .............................................. 237,628 --
Intangible assets ............................................... 37,934 34,926
Other assets .................................................... 35,903 22,519
-------------- --------------
Total assets ............................................... $ 1,462,968 $ 1,041,373
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities ...................... $ 246,503 $ 201,660
Accounts payable, general partner ............................. 4,534 4,741
Accrued interest .............................................. 14,736 13,297
Other accrued taxes ........................................... 11,329 8,822
Other ......................................................... 23,496 14,972
-------------- --------------
Total current liabilities .................................. 300,598 243,492
-------------- --------------
Senior Notes .................................................... 389,776 389,753
Other long-term debt ............................................ 433,000 66,000
Other liabilities and deferred credits .......................... 3,720 3,073
Minority interest ............................................... 3,399 3,429
Redeemable Class B Units held by related party .................. 105,500 105,859
Partners' capital:
General partner's interest ...................................... 696 657
Limited partners' interests ..................................... 226,279 229,110
-------------- --------------
Total partners' capital .................................... 226,975 229,767
-------------- --------------
Total liabilities and partners' capital .................... $ 1,462,968 $ 1,041,373
============== ==============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 3
TEPPCO PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
<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:
Sales of crude oil and petroleum products ........... $ 686,732 $ 497,758 $ 2,059,160 $ 1,118,288
Transportation - Refined products ................... 29,483 33,448 90,198 92,397
Transportation - LPGs ............................... 14,477 9,484 47,961 46,173
Transportation - crude oil and NGLs ................. 7,932 2,963 15,834 8,499
Equity Earnings - Seaway Crude Pipeline Company ..... 9,325 -- 9,325 --
Mont Belvieu operations ............................. 3,015 3,329 10,369 9,584
Other - Net ......................................... 8,259 7,386 24,772 20,868
------------- ------------- ------------- -------------
Total operating revenues .......................... 759,223 554,368 2,257,619 1,295,809
------------- ------------- ------------- -------------
Costs and expenses:
Purchases of crude oil and petroleum products ....... 679,459 490,604 2,039,763 1,098,634
Operating, general and administrative ............... 27,735 24,358 77,303 69,661
Operating fuel and power ............................ 8,838 8,238 24,677 23,225
Depreciation and amortization ....................... 9,154 8,163 25,740 24,456
Taxes - other than income taxes ..................... 2,805 2,599 7,986 7,942
------------- ------------- ------------- -------------
Total costs and expenses .......................... 727,991 533,962 2,175,469 1,223,918
------------- ------------- ------------- -------------
Operating income .................................. 31,232 20,406 82,150 71,891
Interest expense ...................................... (15,967) (8,085) (32,949) (23,407)
Interest capitalized .................................. 1,551 705 3,816 1,194
Other income - net .................................... 548 481 2,180 1,612
------------- ------------- ------------- -------------
Income before minority interest ................... 17,364 13,507 55,197 51,290
Minority interest ..................................... (175) (137) (557) (519)
------------- ------------- ------------- -------------
Net Income ........................................ $ 17,189 $ 13,370 $ 54,640 $ 50,771
============= ============= ============= =============
Net Income Allocation:
Limited Partner Unitholders ........................... $ 11,995 $ 9,367 $ 39,491 $ 38,965
Class B Unitholder .................................... 1,619 1,265 5,333 5,262
General Partner ....................................... 3,575 2,738 9,816 6,544
------------- ------------- ------------- -------------
Total net income allocated ........................ $ 17,189 $ 13,370 $ 54,640 $ 50,771
============= ============= ============= =============
Basic and diluted net income per Limited Partner
and Class B Unit ................................ $ 0.41 $ 0.32 $ 1.36 $ 1.34
============= ============= ============= =============
Weighted average Limited Partner and Class B Units
outstanding ........................................ 32,917 32,917 32,917 32,917
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
TEPPCO PARTNERS, L.P.
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 ......................................................................... $ 54,640 $ 50,771
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization ..................................................... 25,740 24,456
Equity in (income) loss of affiliates ............................................. (8,370) 339
Noncash portion of interest expense ............................................... 1,475 236
Increase in accounts receivable, trade ............................................ (34,619) (68,883)
Increase in inventories ........................................................... (3,006) (732)
Decrease (increase) in other current assets ....................................... 2,205 (520)
Increase in accounts payable and accrued expenses ................................. 48,989 64,987
Other ............................................................................. (9,087) (1,522)
------------- -------------
Net cash provided by operating activities ....................................... 77,967 69,132
------------- -------------
Cash flows from investing activities:
Proceeds from cash investments .................................................... 1,475 3,840
Purchases of cash investments ..................................................... (2,000) (3,235)
Payment for the purchase of the ARCO assets, net of cash received ................. (322,640) --
Purchase of crude oil assets ...................................................... (7,843) (2,250)
Investments in Centennial Pipeline Company ........................................ (2,984) --
Capital expenditures .............................................................. (53,272) (60,427)
------------- -------------
Net cash used in investing activities ........................................... (387,264) (62,072)
------------- -------------
Cash flows from financing activities:
Proceeds from term loan and revolving credit facility ............................. 453,000 33,000
Debt issuance costs ............................................................... (7,074) --
Repayments on term loan and revolving credit facility ............................. (86,000) (5,000)
Distributions ..................................................................... (58,207) (50,954)
------------- -------------
Net cash used in financing activities ........................................... 301,719 (22,954)
------------- -------------
Net decrease in cash and cash equivalents ........................................... (7,578) (15,894)
Cash and cash equivalents at beginning of period .................................... 32,593 47,423
------------- -------------
Cash and cash equivalents at end of period .......................................... $ 25,015 $ 31,529
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Interest paid during the period (net of capitalized interest) ..................... $ 27,709 $ 28,501
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 5
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
TEPPCO Partners, L.P. (the "Partnership"), a Delaware limited
partnership, was formed in March 1990. The Partnership operates through TE
Products Pipeline Company, Limited Partnership (the "Products OLP") and TCTM,
L.P. (the "Crude Oil OLP"). Collectively the Products OLP and the Crude Oil OLP
are referred to as "the Operating Partnerships." The Partnership owns a 99%
interest as the sole limited partner interest in both the Products OLP and the
Crude Oil OLP.
On March 31, 2000, Texas Eastern Products Pipeline Company, a Delaware
corporation and general partner of the Partnership and the Operating
Partnerships, 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 owns a 1% general partner interest in the Partnership and
1% general partner interest in each Operating Partnership. The Company, as
general partner, performs all management and operating functions required for
the Partnership pursuant to the Agreements of Limited Partnership of TEPPCO
Partners, L.P., TE Products Pipeline Company, Limited Partnership and TCTM, L.P.
(the "Partnership Agreements"). 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 TEPPCO Partners, L.P. 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 operates in two business segments: refined products and
liquefied petroleum gases ("LPGs") transportation, and crude oil and natural gas
liquids ("NGLs") transportation and marketing. The Partnership's reportable
segments offer different products and services and are managed separately
because each requires different business strategies. 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, LPGs, crude oil and NGLs are referred to herein,
collectively, as "petroleum products" or "products."
Basic net income per Unit is computed by dividing net income, after
deduction of the general partner's interest, by the weighted average number of
Limited Partner Units and Class B Units outstanding (a total of 32,916,547 Units
as of September 30, 2000 and 1999). The General Partner's percentage interest in
net income is based on its percentage of cash distributions from Available Cash
for each period (see Note 6. Cash Distributions). The General Partner was
allocated $9.8 million (representing 17.96%) and $6.5 million (representing
12.89%) of net income for the nine months ended September 30, 2000, and 1999,
respectively.
5
<PAGE> 6
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
Diluted net income per Unit is similar to the computation of basic net
income per Unit above, except that the denominator was increased to include the
dilutive effect of outstanding Unit options by application of the treasury stock
method. For the quarters ended September 30, 2000 and 1999, the denominator was
increased by 23,877 Units and 26,142 Units, respectively. For the nine months
ended September 30, 2000 and 1999, the denominator was increased by 21,193 Units
and 19,595 Units, respectively.
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.
NOTE 3. ACQUISITIONS
On July 20, 2000, the Company completed its previously announced
acquisition of ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $322.6 million, which included $4.1 million of
acquisition related costs (see Note 5. Long Term Debt). The purchase included
ARCO's 50-percent ownership interest in Seaway Crude Pipeline Company's
("Seaway") pipeline that carries mostly imported crude oil from a marine
terminal at Freeport, Texas, to Cushing, Oklahoma. The Partnership assumed
ARCO's role as operator of this pipeline. The Company also acquired: (i) ARCO's
crude oil terminal facilities in Cushing and Midland, Texas, including the line
transfer and pumpover business at each location; (ii) an undivided ownership
interest in both the Rancho Pipeline, a crude oil pipeline from West Texas to
Houston, and the Basin Pipeline, a crude oil pipeline running from Jal, New
Mexico, through Midland to Cushing, both of which are operated by another joint
owner; and (iii) the receipt and delivery pipelines known as the West Texas
Trunk System, which is located around the Midland terminal. The transaction was
accounted for under the purchase method for accounting purposes (see Note 9.
Subsequent Events).
The following table presents unaudited pro forma results of the
Partnership as though the acquisition of the ARCO assets occurred at the
beginning of the periods (in thousands, except per Unit amounts).
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues .................................. $ 763,649 $ 571,268 $2,286,906 $1,341,205
Net Income ................................ 18,431 14,862 53,512 50,302
Basic and diluted net income per Limited
Partner and Class B Unit .............. $ 0.44 $ 0.36 $ 1.33 $ 1.33
</TABLE>
6
<PAGE> 7
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE 4. 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
Crude oil ............... 10,839 6,627
Other products .......... 3,067 2,301
Materials and supplies .. 3,477 3,354
------------- ------------
Total ......... $ 20,223 $ 16,766
============= ============
</TABLE>
The costs of inventories were lower than market at September 30, 2000,
and December 31, 1999.
NOTE 5. LONG TERM DEBT
SENIOR NOTES
On January 27, 1998, the Products OLP 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 Products OLP, 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 Products OLP and
will rank on a parity with all other unsecured and unsubordinated indebtedness
of the Products OLP. 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 by the Partnership on July 21, 2000, through the credit facility
discussed below.
On May 17, 1999, the Products OLP 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 by the Partnership on July 21, 2000, through the credit facility
discussed below.
7
<PAGE> 8
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
On May 17, 1999, the Products OLP entered into a five-year $25 million
revolving credit agreement and TEPPCO Crude Oil, LLC ("TCO") entered into a
three-year $30 million revolving credit agreement. Both of the credit facilities
were terminated in connection with the refinancing on July 21, 2000 discussed
below. The Products OLP did not make any borrowings under this revolving credit
facility. TCO had a $3 million principal amount outstanding under its revolving
credit agreement as of July 21, 2000.
On July 14, 2000, the Partnership entered into a $75 million term loan
and a $475 million revolving credit facility. On July 21, 2000, the Partnership
borrowed $75 million under the term loan and $340 million under the revolving
credit facility. The funds were used to finance the acquisition of assets from
ARCO (see Note 3. Acquisitions) and to refinance existing credit facilities,
other than the Senior Notes. 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 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. The
credit agreements contain restrictive financial covenants that require the
Partnership to maintain a minimum level of partners' capital as well as
debt-to-earnings, interest coverage and capital expenditure coverage ratios. At
September 30, 2000, the interest rate on the $75 million term loan was 8.39%. At
September 30, 2000, $358 million was outstanding under the revolving credit
facility at a weighted average interest rate of 8.33%.
On July 21, 2000, the Partnership entered into a three year swap
agreement to hedge its exposure on the variable rate credit facilities. The swap
agreement is based on a notional amount of $250 million. Under the swap
agreement, the Partnership will pay a fixed rate of interest of 7.17% and will
receive a floating rate based on a three month USD LIBOR rate.
NOTE 6. 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. Pursuant to the Partnership Agreement, the
Company receives incremental incentive cash distributions on the portion that
cash distributions on a per Unit basis exceed certain target thresholds as
follows:
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNER
----------- -----------
<S> <C> <C>
Quarterly Cash Distribution per Unit:
Up to Minimum Quarterly Distribution ($0.275 per Unit) ................. 98% 2%
First Target - $0.276 per Unit up to $0.325 per Unit ................... 85% 15%
Second Target - $0.326 per Unit up to $0.45 per Unit ................... 75% 25%
Over Second Target - Cash distributions greater than $0.45 per Unit .... 50% 50%
</TABLE>
The following table reflects the allocation of total distributions paid
for the nine month periods ended September 30, 2000 and 1999 (in thousands,
except per Unit amounts).
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Limited Partner Units ................................. $ 42,775 $ 39,875
1% General Partner Interest ........................... 491 451
General Partner Incentive ............................. 8,576 5,323
-------------- --------------
Total Partners' Capital Cash Distributions ...... 51,842 45,649
Class B Units ......................................... 5,777 4,790
Minority Interest ..................................... 588 515
-------------- --------------
Total Cash Distributions Paid ................... $ 58,207 $ 50,954
============== ==============
Total Cash Distributions Paid Per Unit ................ $ 1.475 $ 1.375
============== ==============
</TABLE>
8
<PAGE> 9
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The table above includes the fourth quarter 1998 pro rata cash
distribution paid on February 5, 1999, to the Class B Limited Partner Units for
the 61-day period from the issuance on November 1, 1998. On October 13, 2000,
the Partnership declared a cash distribution of $0.525 per Limited Partner Unit
and Class B Unit for the quarter ended September 30, 2000. The distribution was
paid on November 3, 2000, to Unitholders of record on October 31, 2000.
NOTE 7. SEGMENT DATA
The Partnership operates in two industry segments: refined products and
LPGs transportation, which operates through the Products OLP; and crude oil and
NGLs transportation and marketing, which operates through the Crude Oil OLP.
Operations of the Products OLP consist of interstate transportation,
storage and terminaling of petroleum products; short-haul shuttle transportation
of LPGs at the Mont Belvieu, Texas complex; sale of product inventory;
fractionation of natural gas liquids and other ancillary services. The Products
OLP is one of the largest pipeline common carriers of refined petroleum products
and LPGs in the United States. The Partnership owns and operates an approximate
4,300-mile pipeline system extending from southeast Texas through the central
and midwestern United States to the northeastern United States.
The Crude Oil OLP gathers, stores, transports and markets crude oil
principally in Oklahoma, Texas and the Rocky Mountain region; operates two
trunkline NGL pipelines in South Texas; and distributes lube oils and specialty
chemicals to industrial and commercial accounts. The Crude Oil OLP's gathering,
transportation and storage assets include approximately 2,400 miles of pipeline
and 1.6 million barrels of storage. On July 20, 2000, the Partnership completed
its acquisition of assets from ARCO (see Note 3. Acquisitions). The acquisition
was accounted for under the purchase method of accounting. The results of the
acquisition have been included in the Crude Oil OLP segment since the purchase
on July 20, 2000.
The table below includes interim financial information by business
segment for the interim periods ended September 30, 2000 and 1999 (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 2000 THREE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------------- --------------------------------------------
PRODUCTS CRUDE OIL PRODUCTS CRUDE OIL
OLP OLP CONSOLIDATED OLP OLP CONSOLIDATED
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Unaffiliated revenues ............. $ 53,110 $ 706,113 $ 759,223 $ 53,647 $ 500,721 $ 554,368
Operating expenses, including ..... 29,495 689,342 718,837 29,670 496,129 525,799
power
Depreciation and amortization ..... 6,908 2,246 9,154 6,774 1,389 8,163
expense
------------ ------------ ------------ ------------ ------------ ------------
Operating income ............ 16,707 14,525 31,232 17,203 3,203 20,406
Interest expense, net ............. (7,899) (6,517) (14,416) (7,287) (93) (7,380)
Other income, net ................. 318 55 373 243 101 344
------------ ------------ ------------ ------------ ------------ ------------
Net income .................. $ 9,126 $ 8,063 $ 17,189 $ 10,159 $ 3,211 $ 13,370
============ ============ ============ ============ ============ ============
</TABLE>
9
<PAGE> 10
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000 NINE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------------- --------------------------------------------
PRODUCTS CRUDE OIL PRODUCTS CRUDE OIL
OLP OLP CONSOLIDATED OLP OLP CONSOLIDATED
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Unaffiliated revenues ... $ 171,176 $ 2,086,443 $ 2,257,619 $ 169,022 $ 1,126,787 $ 1,295,809
Operating expenses,
including power ......... 88,367 2,061,362 2,149,729 84,713 1,114,749 1,199,462
Depreciation and
amortization expense .... 20,565 5,175 25,740 20,307 4,149 24,456
------------ ------------ ------------ ------------ ------------ ------------
Operating income .. 62,244 19,906 82,150 64,002 7,889 71,891
Interest expense, net ... (22,376) (6,757) (29,133) (22,098) (115) (22,213)
Other income, net ....... 1,284 339 1,623 817 276 1,093
------------ ------------ ------------ ------------ ------------ ------------
Net income ........ $ 41,152 $ 13,488 $ 54,640 $ 42,721 $ 8,050 $ 50,771
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 2000 AS OF SEPTEMBER 30, 1999
------------------------------------------- ------------------------------------------
PRODUCTS CRUDE OIL PRODUCTS CRUDE OIL
OLP OLP CONSOLIDATED OLP OLP CONSOLIDATED
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Identifiable assets .......... $ 742,246 $ 720,722 $ 1,462,968 $ 711,527 $ 298,749 $ 1,010,276
Accounts receivable, trade ... 18,729 229,278 248,007 15,606 166,818 182,424
Accounts payable and
accrued liabilities ......... $ 10,380 $ 236,123 $ 246,503 $ 5,794 $ 173,557 $ 179,351
</TABLE>
NOTE 8. 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 other 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, results of operations or cash
flows.
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
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
10
<PAGE> 11
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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 Products OLP filed an application with the FERC
seeking a determination that the Products OLP 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 Products OLP 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 Products OLP
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 Products OLP 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 Products OLP and the protesting shippers resolved their differences
regarding the protested markets. An offer of settlement between the Products OLP
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 Products OLP 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 27.7 million barrels of products in its
custody owned by customers. The Partnership is obligated for the transportation,
storage and delivery of such products on behalf of its customers. The
Partnership maintains insurance adequate to cover product losses through
circumstances beyond its control.
11
<PAGE> 12
TEPPCO PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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.
NOTE 9. SUBSEQUENT EVENTS
On October 16, 2000 the Partnership received a settlement notice from
ARCO for payment of a net aggregate amount of approximately $12.9 million in
post-closing adjustments related to the purchase of the ARCO assets. A large
portion of the requested adjustment relates to ARCO's indemnity for payment of
accrued income taxes. The Partnership intends to dispute vigorously a
substantial portion of the adjustments. The Partnership does not believe that
payment of any amount ultimately determined would have a material adverse impact
on the Partnership's financial condition.
On October 25, 2000 the Partnership completed the issuance of 3.7
million Limited Partner Units at $25.0625 per Unit. The net proceeds from the
offering totaled approximately $88.5 million and was used to repay the $75
million principal amount of the term loan with SunTrust and $11 million of the
outstanding principal amount of the revolving credit facility with SunTrust. The
offering brings the total number of Limited Partner and Class B Units
outstanding to 36.6 million. The Partnership granted the underwriters of the
offering an option until November 18, 2000, to purchase up to an additional
555,000 Limited Partner Units to cover over-allotments related to this offering.
12
<PAGE> 13
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.
Through its ownership of the Products OLP and the Crude Oil OLP, the
Partnership operates in two industry segments: refined products and LPGs
transportation, and crude oil and NGLs transportation and marketing. The
Partnership's reportable segments offer different products and services and are
managed separately because each requires different business strategies.
The Products OLP segment is involved in the transportation, storage and
terminaling of petroleum products and the fractionation of 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 Products OLP.
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.
The Crude Oil OLP segment is involved in the transportation,
aggregation and marketing of crude oil and NGLs; and the distribution of lube
oils and specialty chemicals. Revenues are earned from the gathering, storage,
transportation and marketing of crude oil and NGLs; and the distribution of lube
oils and specialty chemicals principally in Oklahoma, Texas and the Rocky
Mountain region. Marketing operations consist primarily of purchasing and
aggregating crude oil along its and third party gathering and pipeline systems
and arranging the necessary logistics for the ultimate sale of crude oil to
local refineries, marketers or other end users.
On July 20, 2000, the Company completed its previously announced
acquisition of ARCO Pipe Line Company ("ARCO"), a wholly owned subsidiary of
Atlantic Richfield Company, for $322.6 million, which included $4.1 million of
acquisition related costs. The purchase included ARCO's 50-percent ownership
interest in Seaway Pipeline Company's ("Seaway") 500-mile, 30-inch diameter
pipeline that carries mostly imported crude oil from a marine terminal at
Freeport, Texas, to Cushing, Oklahoma. The line has a capacity of 350,000
barrels per day. The Partnership assumed ARCO's role as operator of this
pipeline. The Company also acquired: (i) ARCO's crude oil terminal facilities in
Cushing and Midland, Texas, including the line transfer and pumpover business at
each location; (ii) an undivided ownership interest in both the Rancho Pipeline,
a 400-mile, 24-inch diameter, crude oil pipeline from West Texas to Houston, and
the Basin Pipeline, a 416-mile, crude oil pipeline running from Jal, New Mexico,
through Midland to Cushing, both of which are operated by another joint owner;
and (iii) the receipt and delivery pipelines known as the West Texas Trunk
System, which is located around the Midland terminal. The transaction was
accounted for under the purchase method for accounting purposes. The results of
operations of assets acquired have been included in the Crude Oil OLP segment
since the purchase on July 20, 2000.
13
<PAGE> 14
RESULTS OF OPERATIONS
Summarized below is financial data by business segment (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating revenues:
Refined Products and LPGs Transportation .......... $ 53,110 $ 53,647 $ 171,176 $ 169,022
Crude Oil and NGLs Transportation and Marketing ... 706,113 500,721 2,086,443 1,126,787
---------- ---------- ---------- ----------
Total operating revenues ....................... 759,223 554,368 2,257,619 1,295,809
---------- ---------- ---------- ----------
Operating income:
Refined Products and LPGs Transportation ........... 16,707 17,203 62,244 64,002
Crude Oil and NGLs Transportation and Marketing .... 14,525 3,203 19,906 7,889
---------- ---------- ---------- ----------
Total operating income ......................... 31,232 20,406 82,150 71,891
---------- ---------- ---------- ----------
Net income:
Refined Products and LPGs Transportation .......... 9,126 10,159 41,152 42,721
Crude Oil and NGLs Transportation and Marketing ... 8,063 3,211 13,488 8,050
---------- ---------- ---------- ----------
Total net income ................................ $ 17,189 $ 13,370 $ 54,640 $ 50,771
---------- ---------- ---------- ----------
</TABLE>
Net income for the quarter ended September 30, 2000, was $17.2 million,
compared with net income of $13.4 million for the 1999 third quarter. The
increase in net income resulted from a $4.9 million increase of net income by
the crude oil and NGLs transportation and marketing segment, partially offset by
a $1.0 million decrease of net income by the refined products and LPGs
transportation segment. The increase in net income of the crude oil and NGLs
transportation and marketing segment was primarily due to $4.9 million of net
income generated by the ARCO assets, and a $1.5 million increase in margin,
partially offset by a $1.3 million increase in operating, general and
administrative expenses. The decrease in net income of the refined products and
LPGs transportation segment was primarily due to a $0.6 million increase in
interest expense (net of capitalized interest) and a $0.5 million decrease in
operating revenues.
For the nine months ended September 30, 2000, the Partnership reported
net income of $54.6 million, compared with net income of $50.8 million for the
first nine months of 1999. Net income of the crude oil and NGLs transportation
and marketing segment increased $5.4 million, which was partially offset by a
$1.6 million decrease in net income of the refined products and LPGs
transportation segment. The increase in net income of the crude oil and NGLs
transportation and marketing segment was primarily due to $4.9 million of net
income generated by the ARCO assets and a $3.5 million increase in margin,
partially offset by a $2.3 million increase in operating, general and
administrative expenses and a $0.4 million increase in interest expense. The
decrease in net income in the refined products and LPGs transportation segment
was primarily due to a $3.9 million increase in total costs and expenses,
partially offset by a $2.2 million increase in operating revenues and a $0.5
million increase in other income - net. See discussion below of factors
affecting net income for the comparative periods by business segment.
14
<PAGE> 15
RESULTS OF OPERATIONS - (CONTINUED)
REFINED PRODUCTS AND LPGS TRANSPORTATION SEGMENT
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.
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
15
<PAGE> 16
RESULTS OF OPERATIONS - (CONTINUED)
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.
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.
16
<PAGE> 17
RESULTS OF OPERATIONS - (CONTINUED)
CRUDE OIL AND NGLS TRANSPORTATION AND MARKETING SEGMENT
Margin of the Crude Oil OLP is calculated as revenues generated from
crude oil and lube oil sales and crude oil and NGLs transportation less the cost
of crude oil and lube oil purchases. Margin is a more meaningful measure of
financial performance than operating revenues and operating expenses due to the
significant fluctuations in revenues and expense that may occur with changes in
the level of marketing activity and the underlying price of crude oil and lube
oils.
Margin and volume information for 2000 and 1999 is presented below (in
thousands, except per barrel and per gallon amounts):
<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>
Margins:
Crude oil transportation ...... $ 6,769 $ 4,456 52% $ 16,496 $ 13,406 23%
Crude oil marketing ........... 3,863 3,461 12% 9,451 8,450 12%
Crude oil terminaling ......... 1,849 -- -- 1,849 -- --
NGL transportation ............ 1,802 1,592 13% 5,142 4,554 13%
Lubrication oil sales ......... 922 607 52% 2,293 1,742 32%
------------ ------------ ------------ ------------ ------------ ------------
Total margin ................ $ 15,205 $ 10,116 50% $ 35,231 $ 28,152 25%
============ ============ ============ ============ ============ ============
Total barrels:
Crude oil transportation ...... 13,016 8,352 56% 30,952 25,156 23%
Crude oil marketing ........... 23,424 23,300 1% 75,842 68,272 11%
Crude oil terminaling ......... 22,000 -- -- 22,000 -- --
NGL transportation ............ 1,422 1,320 8% 3,859 3,502 10%
Lubrication oil volume (total
gallons) ..................... 1,999 2,290 (13%) 5,566 6,423 (13%)
Margin per barrel:
Crude oil transportation ....... $ 0.520 $ 0.534 (3%) $ 0.533 $ 0.533 --
Crude oil marketing ............ $ 0.165 $ 0.149 11% $ 0.125 $ 0.124 1%
Crude oil terminaling .......... $ 0.084 -- -- $ 0.084 -- --
NGL transportation ............. $ 1.267 $ 1.206 5% $ 1.332 $ 1.301 2%
Lubrication oil margin
(per gallon) .................. $ 0.461 $ 0.265 74% $ 0.412 $ 0.271 52%
</TABLE>
Margin increased $5.1 million during the third quarter of 2000,
compared with the third quarter of 1999. The increase was comprised of a $2.3
million increase in crude oil transportation; a $1.8 million increase in crude
oil terminaling attributable to pumpover fees charged at Midland, Texas, and
Cushing, Oklahoma, related to the assets acquired from ARCO; a $0.4 million
increase in crude oil marketing activity; a $0.3 million increase in lubrication
oil sales; and a $0.2 million increase in NGL transportation. The increase in
crude oil transportation margin was primarily attributable to $1.7 million of
margin contributed by the ARCO assets acquired and $0.6 million increase due
to increased volume on the South Texas system, which benefited from higher crude
oil market prices. The increase in crude oil marketing margin resulted from an
increase in volumes marketed and gains realized on volumes held in third party
pipeline systems. The increase in lubrication oil margin resulted from increased
volumes of lube products sold, which carry a higher margin. Total lubrication
oil volumes decreased 13% from the prior year third quarter due primarily to the
discontinuation of fuel oil sales, effective April 2000, as a result of lower
margins
17
<PAGE> 18
RESULTS OF OPERATIONS - (CONTINUED)
realized on such products. The increase in NGL transportation margin was
attributable to increased volumes and higher tariffs.
Other revenues of the Crude Oil OLP include $9.3 million of equity
earnings in Seaway Crude Pipeline and $2.1 million of revenue related to
documentation and other services to support customer's trading activity at
Midland, Texas, and Cushing, Oklahoma. Such revenues were added to the
Partnership's business on July 20, 2000, with the assets acquired from ARCO.
Margin increased $7.1 million during the nine months ended September
30, 2000, compared with the corresponding period of 1999. The increase was
comprised of a $3.1 million increase in crude oil transportation, $1.8 million
in crude oil terminaling associated with the assets acquired from ARCO, a $1.0
million increase in crude oil marketing, a $0.6 million increase in NGL
transportation, and a $0.5 million increase in lubrication oil sales. The
increase in crude oil transportation margin was attributable to $1.7 million of
margin contributed by the ARCO assets acquired and $1.4 million due to increased
volumes and higher transportation rates on the South Texas system. The increase
in crude oil marketing margin resulted from increased volumes marketed. The
increase in NGL transportation margin was primarily due to increased volumes and
higher prices on loss allowance barrels received on the Dean Pipeline. The
increase in lubrication oil sales margin resulted from the factors noted
previously.
Costs and expenses, excluding expenses associated with purchases of
crude oil and petroleum products, increased $5.2 million for the quarter ended
September 30, 2000, compared with the third quarter of 1999, attributable
primarily to $3.8 million in costs and expenses from the ARCO assets acquired,
and a $1.3 million increase in other operating, general and administrative
expenses. The costs and expenses associated with the assets acquired from ARCO
included $2.6 million in operating, general and administrative expenses, $0.7
million in depreciation and amortization charges, $0.4 million in operating fuel
and power, and $0.1 million in taxes, other than income taxes. The remaining
increase in operating, general and administrative expenses of the Crude Oil OLP
resulted primarily from pipeline maintenance on the South Texas System,
additional operating costs associated with asset acquisitions in North Texas,
and increased labor related costs.
Costs and expenses, excluding expenses associated with purchases of
crude oil and petroleum products, increased $6.5 million for the nine months
ended September 30, 2000, compared with the corresponding period of 1999. The
increase includes $3.8 million in costs and expenses from the ARCO assets
acquired as noted above. The remaining increase resulted primarily from a $2.4
million increase in operating, general and administrative expenses, and a $0.3
million increase in charges for depreciation and amortization. The increase in
operating, general and administrative expenses resulted primarily from pipeline
system maintenance on the South Texas System in the third quarter, increased
labor and benefit costs, and increased general and administrative expenses for
telecommunications and contract labor charges.
Interest expense increased $6.4 million during the quarter and $6.6
million during the nine months ended September 30, 2000, compared with the
corresponding prior year periods, due primarily to interest expense on the
SunTrust term loan and revolving credit facility to finance the acquisition of
assets from ARCO.
FINANCIAL CONDITION AND LIQUIDITY
Net cash from operations for the nine-month period ended September 30,
2000, totaled $78.0 million, comprised of $80.4 million of income before charges
for depreciation and amortization and $2.4 million of cash used for working
capital changes. This compares with cash flows from operations of $69.1 million
for the corresponding period in 1999, which was comprised of $75.2 million of
income before charges for depreciation and amortization, partially offset by
$6.1 million of cash used for working capital changes. Net cash from operations
for the nine months ended September 30, 2000 and 1999, included interest
payments of $27.7 million and $28.5 million, respectively.
18
<PAGE> 19
FINANCIAL CONDITION AND LIQUIDITY - (CONTINUED)
Cash flows used in investing activities during the first nine months of
2000 was primarily comprised of $322.6 million for the purchase of assets from
ARCO, $53.3 million of capital expenditures, $7.8 million for crude oil systems
purchased in North Texas and $3.0 million of cash contributions for the
Partnership's initial interest in the Centennial joint venture. Cash flows used
in investing activities during the first nine months of 1999 included $60.4
million of capital expenditures and $2.3 million for the purchase of a crude oil
system in Southeast Texas. 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 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 $80 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 $6 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 $17 million of planned expenditures are expected to be used in
revenue-generating projects, including pipeline acquisitions and construction;
with the remaining $23 million being used for life-cycle replacements and
upgrading current facilities. Capital expenditures may be financed through
internally generated funds, external debt or the issuance of additional Limited
Partner Units.
On July 14, 2000, the Partnership entered into a $75 million term loan
and a $475 million revolving credit facility. On July 21, 2000, the Partnership
borrowed $75 million under the term loan and $340 million under the revolving
credit facility. The funds were used to finance the acquisition of assets from
ARCO and to repay principal and interest on existing credit facilities, other
than the Senior Notes (see Note 5. Long Term Debt). 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 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. The credit agreements contain restrictive financial covenants
that require the Partnership to maintain a minimum level of partners' capital as
well as debt-to-earnings, interest coverage and capital expenditure coverage
ratios. At September 30, 2000, the interest rate on the $75 million term loan
was 8.39%. At September 30, 2000, $358 million was outstanding under the
revolving credit facility at a weighted average interest rate of 8.33%.
The Partnership paid cash distributions of $58.2 million ($1.475 per
Limited Partner Unit and Class B Unit) during the nine months ended September
30, 2000. Additionally, on October 13, 2000, the Partnership declared a cash
distribution of $0.525 per Limited Partner Unit and Class B Unit. The
distribution was paid on November 3, 2000, to Unitholders of record on October
31, 2000.
On October 25, 2000 the Partnership completed the issuance of 3.7
million Limited Partner Units at $25.0625 per Unit. The net proceeds from the
offering totaled approximately $88.5 million and was used to repay the $75
million principal amount of the term loan with SunTrust and $11 million of the
outstanding principal amount of the revolving credit facility with SunTrust. The
offering brings the total number of Limited Partner and Class B Units
outstanding to 36.6 million. The Partnership granted the underwriters of the
offering an option until November 18, 2000, to purchase up to an additional
555,000 Limited Partner Units to cover over-allotments related to this offering.
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
19
<PAGE> 20
OTHER MATTERS - (CONTINUED)
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").
On May 11, 1999, the Products OLP filed an application with the FERC
seeking a determination that the Products OLP 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 Products OLP 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 Products OLP
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 Products OLP 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 Products OLP and the protesting shippers resolved their differences
regarding the protested markets. An offer of settlement between the Products OLP
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 Products OLP 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 Products OLP 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
Products OLP 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.
20
<PAGE> 21
OTHER MATTERS - (CONTINUED)
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.
On October 16, 2000 the Partnership received a settlement notice from
ARCO for payment of a net aggregate amount of approximately $12.9 million in
post-closing adjustments related to the purchase of the ARCO assets. A large
portion of the requested adjustment relates to ARCO's indemnity for payment of
accrued income taxes. The Partnership intends to dispute vigorously a
substantial portion of the adjustments. The Partnership does not believe that
payment of any amount ultimately determined would have a material adverse impact
on the Partnership's financial condition.
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
TEPPCO Partners, L.P.'s 1999 Annual Report on Form 10-K and other filings made
by the Partnership with the Securities and Exchange Commission.
21
<PAGE> 22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership may be exposed to market risk through changes in
commodity prices and interest rates as discussed below. The Partnership has no
foreign exchange risks.
The Partnership mitigates exposure to commodity price fluctuations by
maintaining a balanced position between crude oil purchases and sales. As a
hedging strategy to manage crude oil price fluctuations, the Partnership enters
into futures contracts on the New York Mercantile Exchange, and makes limited
use of other derivative instruments. However, certain basis risks (the risk that
price relationships between delivery points, classes of products or delivery
periods will change) cannot be completely hedged or eliminated. It is the
Partnership's general policy not to acquire crude oil futures contracts or other
derivative products for the purpose of speculating on price changes, however,
the Partnership may take limited speculative positions to capitalize on crude
oil price fluctuations. Any contracts held for trading purposes or speculative
positions are accounted for using the mark-to-market method. Under this
methodology, contracts are adjusted to market value, and the gains and losses
are recognized in current period income. Risk management policies have been
established by the Risk Management Committee to monitor and control these market
risks. The Risk Management Committee is comprised of senior executives of the
Partnership. Market risks associated with commodity derivatives were not
material at September 30, 2000.
At September 30, 2000, the Products OLP 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, the Partnership had $433 million outstanding
under a variable interest rate term loan and revolving credit agreement. The
interest rate under these credit facilities are based on the borrower's option
of either SunTrust Bank'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. Utilizing the balances of variable interest rate
debt outstanding at September 30, 2000, and assuming market interest rates
increase 100 basis points, the potential annual increase in interest expense is
approximately $4.3 million.
On July 21, 2000, the Partnership entered into a three year swap
agreement to partially hedge its exposure on the new variable rate credit
facilities. The swap agreement is based on a notional amount of $250 million.
Under the swap agreement, the Partnership will pay a fixed rate of interest of
7.17% and will receive a floating rate based on a three month USD LIBOR rate. At
September 30, 2000, the estimated fair value of the swap agreement was a loss of
approximately $4.3 million.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number Description
2.1 Amended and Restated Purchase Agreement By
and Between Atlantic Richfield Company and
Texas Eastern Products Pipeline Company With
Respect to the Sale of ARCO Pipeline
Company, dated as of May 10, 2000.
3.1 Certificate of Limited Partnership of the
Partnership (Filed as Exhibit 3.2 to the
Registration Statement of TEPPCO Partners,
L.P. (Commission File No. 33-32203) and
incorporated herein by reference).
22
<PAGE> 23
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
3.2 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).
3.3 Second Amended and Restated Agreement of
Limited Partnership of TEPPCO Partners,
L.P., dated November 30, 1998 (Filed as
Exhibit 3.3 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).
3.4 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).
3.5 Agreement of Limited Partnership of TCTM,
L.P., dated November 30, 1998 (Filed as
Exhibit 3.3 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).
4.1 Form of Certificate representing Limited
Partner Units (Filed as Exhibit 4.1 to the
Registration Statement of TEPPCO Partners,
L.P. (Commission File No. 33-32203) and
incorporated herein by reference).
4.2 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).
4.3 Form of Certificate representing Class B
Units (Filed as Exhibit 3.3 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).
10.1 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).
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 Duke Energy Corporation Executive Savings
Plan (Filed as Exhibit 10.7 to the
Partnership's Form 10-K (Commission File No.
1-10403) for the year ended December 31,
1999 and incorporated herein by reference).
23
<PAGE> 24
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
10.8 Duke Energy Corporation Executive Cash
Balance Plan (Filed as Exhibit 10.8 to the
Partnership's Form 10-K (Commission File No.
1-10403) for the year ended December 31,
1999 and incorporated herein by reference).
10.9 Duke Energy Corporation Retirement Benefit
Equalization Plan (Filed as Exhibit 10.9 to
the Partnership's Form 10-K (Commission File
No. 1-10403) for the year ended December 31,
1999 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 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).
10.14 Contribution Agreement between Duke Energy
Transport and Trading Company and TEPPCO
Partners, L.P., dated October 15, 1998
(Filed as Exhibit 3.3 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).
10.15 Guaranty Agreement by Duke Energy Natural
Gas Corporation for the benefit of TEPPCO
Partners, L.P., dated November 30, 1998,
effective November 1, 1998 (Filed as Exhibit
3.3 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 Letter Agreement regarding Payment
Guarantees of Certain Obligations of TCTM,
L.P. between Duke Capital Corporation and
TCTM, L.P., dated November 30, 1998 (Filed
as Exhibit 3.3 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).
10.17 Form of Employment Agreement between the
Company and Ernest P. Hagan, Thomas R.
Harper, David L. Langley, Charles H. Leonard
and James C. Ruth, dated December 1, 1998
(Filed as Exhibit 3.3 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).
10.18 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).
10.19 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).
10.20 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).
24
<PAGE> 25
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
10.21 Texas Eastern Products Pipeline Company
Retention Incentive Compensation Plan,
effective January 1, 1999 (Filed as Exhibit
10.24 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).
10.22 Form of Employment and Non-Compete Agreement
between the Company and Samuel N. Brown, J.
Michael Cockrell, William S. Dickey, and
Sharon S. Stratton effective January 1, 1999
(Filed as Exhibit 10.29 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended September 30,
1999 and incorporated herein by reference).
10.23 Texas Eastern Products Pipeline Company
Non-employee Directors Unit Accumulation
Plan, effective April 1, 1999 (Filed as
Exhibit 10.30 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403)
for the quarter ended September 30, 1999 and
incorporated herein by reference).
10.24 Texas Eastern Products Pipeline Company
Non-employee Directors Deferred Compensation
Plan, effective November 1, 1999 (Filed as
Exhibit 10.31 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403)
for the quarter ended September 30, 1999 and
incorporated herein by reference).
10.25 Texas Eastern Products Pipeline Company
Phantom Unit Retention Plan, effective
August 25, 1999 (Filed as Exhibit 10.32 to
Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the
quarter ended September 30, 1999 and
incorporated herein by reference).
10.26 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).
*10.27 Texas Eastern Products Pipeline Company, LLC
2000 Long Term Incentive Plan.
22.1 Subsidiaries of the Partnership (Filed as
Exhibit 22.1 to the Registration Statement
of TEPPCO Partners, L.P. (Commission File
No. 33-32203) 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 filed during the quarter ended September 30, 2000:
Report dated July 21, 2000, on Form 8-K was filed on August 4,
2000, pursuant to Item 2. and Item 7. of such form.
Items 1, 2, 3, 4 and 5 of Part II were not applicable and have been omitted.
25
<PAGE> 26
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on its behalf by the
undersigned duly authorized officer and principal financial officer.
TEPPCO Partners, L.P.
(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
26
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
2.1 Amended and Restated Purchase Agreement By
and Between Atlantic Richfield Company and
Texas Eastern Products Pipeline Company With
Respect to the Sale of ARCO Pipeline
Company, dated as of May 10, 2000.
3.1 Certificate of Limited Partnership of the
Partnership (Filed as Exhibit 3.2 to the
Registration Statement of TEPPCO Partners,
L.P. (Commission File No. 33-32203) and
incorporated herein by reference).
3.2 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).
3.3 Second Amended and Restated Agreement of
Limited Partnership of TEPPCO Partners,
L.P., dated November 30, 1998 (Filed as
Exhibit 3.3 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).
3.4 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).
3.5 Agreement of Limited Partnership of TCTM,
L.P., dated November 30, 1998 (Filed as
Exhibit 3.3 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).
4.1 Form of Certificate representing Limited
Partner Units (Filed as Exhibit 4.1 to the
Registration Statement of TEPPCO Partners,
L.P. (Commission File No. 33-32203) and
incorporated herein by reference).
4.2 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).
4.3 Form of Certificate representing Class B
Units (Filed as Exhibit 3.3 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).
10.1 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).
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 Duke Energy Corporation Executive Savings
Plan (Filed as Exhibit 10.7 to the
Partnership's Form 10-K (Commission File No.
1-10403) for the year ended December 31,
1999 and incorporated herein by reference).
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10.8 Duke Energy Corporation Executive Cash
Balance Plan (Filed as Exhibit 10.8 to the
Partnership's Form 10-K (Commission File No.
1-10403) for the year ended December 31,
1999 and incorporated herein by reference).
10.9 Duke Energy Corporation Retirement Benefit
Equalization Plan (Filed as Exhibit 10.9 to
the Partnership's Form 10-K (Commission File
No. 1-10403) for the year ended December 31,
1999 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 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).
10.14 Contribution Agreement between Duke Energy
Transport and Trading Company and TEPPCO
Partners, L.P., dated October 15, 1998
(Filed as Exhibit 3.3 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).
10.15 Guaranty Agreement by Duke Energy Natural
Gas Corporation for the benefit of TEPPCO
Partners, L.P., dated November 30, 1998,
effective November 1, 1998 (Filed as Exhibit
3.3 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 Letter Agreement regarding Payment
Guarantees of Certain Obligations of TCTM,
L.P. between Duke Capital Corporation and
TCTM, L.P., dated November 30, 1998 (Filed
as Exhibit 3.3 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).
10.17 Form of Employment Agreement between the
Company and Ernest P. Hagan, Thomas R.
Harper, David L. Langley, Charles H. Leonard
and James C. Ruth, dated December 1, 1998
(Filed as Exhibit 3.3 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).
10.18 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).
10.19 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).
10.20 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).
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10.21 Texas Eastern Products Pipeline Company
Retention Incentive Compensation Plan,
effective January 1, 1999 (Filed as Exhibit
10.24 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).
10.22 Form of Employment and Non-Compete Agreement
between the Company and Samuel N. Brown, J.
Michael Cockrell, William S. Dickey, and
Sharon S. Stratton effective January 1, 1999
(Filed as Exhibit 10.29 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended September 30,
1999 and incorporated herein by reference).
10.23 Texas Eastern Products Pipeline Company
Non-employee Directors Unit Accumulation
Plan, effective April 1, 1999 (Filed as
Exhibit 10.30 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403)
for the quarter ended September 30, 1999 and
incorporated herein by reference).
10.24 Texas Eastern Products Pipeline Company
Non-employee Directors Deferred Compensation
Plan, effective November 1, 1999 (Filed as
Exhibit 10.31 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403)
for the quarter ended September 30, 1999 and
incorporated herein by reference).
10.25 Texas Eastern Products Pipeline Company
Phantom Unit Retention Plan, effective
August 25, 1999 (Filed as Exhibit 10.32 to
Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the
quarter ended September 30, 1999 and
incorporated herein by reference).
10.26 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).
*10.27 Texas Eastern Products Pipeline Company, LLC
2000 Long Term Incentive Plan.
22.1 Subsidiaries of the Partnership (Filed as
Exhibit 22.1 to the Registration Statement
of TEPPCO Partners, L.P. (Commission File
No. 33-32203) and incorporated herein by
reference).
*27 Financial Data Schedule as of and for the
nine months ended September 30, 2000.
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* Filed herewith.
