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Washington, D.C. 20549
Form 10-Q
(Mark One)
For the quarterly period ended June 30, 2012
For the transition period from to .
Commission File Number 1-33825
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: 713-369-9000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
There were 207,619,501 Common Units and 4,237,021 General Partner Units outstanding as of July 26, 2012.
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(In Millions Except Per Unit Amounts)
The accompanying notes are an integral part of these consolidated financial statements.
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(In Millions)
The accompanying notes are an integral part of these consolidated financial statements.
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(In Millions)
The accompanying notes are an integral part of these consolidated financial statements.
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(In Millions)
The accompanying notes are an integral part of these consolidated financial statements.
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(In Millions)
The accompanying notes are an integral part of these consolidated financial statements.
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1. General
We are a Delaware master limited partnership formed in 2007 to own and operate interstate natural gas transportation and terminaling facilities. When we refer to us, we, our, ours, the company, or EPB we are describing El Paso Pipeline Partners, L.P. and/or our subsidiaries. We own Wyoming Interstate Company, L.L.C. (WIC), Southern LNG Company, L.L.C. (SLNG), Elba Express Company, L.L.C. (Elba Express), Southern Natural Gas Company, L.L.C. (SNG), Colorado Interstate Gas Company, L.L.C. (CIG) and Cheyenne Plains Investment Company, L.L.C. (CPI), which owns Cheyenne Plains Gas Pipeline Company, L.L.C. (CPG). WIC and CIG are interstate pipeline systems serving the Rocky Mountain region, SLNG owns the Elba Island LNG storage and regasification terminal near Savannah, Georgia, and both Elba Express and SNG are interstate pipeline systems serving the southeastern region of the United States. On May 24, 2012, we acquired the remaining interest in CIG and all of CPI and CPG. CPG is a pipeline system that extends from the Cheyenne hub in Weld County, Colorado and extends southerly to a variety of delivery locations in the vicinity of the Greensburg Hub in Kiowa County, Kansas. CPG provides pipeline take-away capacity from the natural gas basins in the Central Rocky Mountain area to the major natural gas markets in the Mid-Continent region. We are controlled by our general partner, El Paso Pipeline GP Company, L.L.C., a wholly owned subsidiary of El Paso LLC (formerly El Paso Corporation) (El Paso). El Paso is a wholly owned subsidiary of Kinder Morgan, Inc. (KMI).
Basis of Presentation
We have prepared our accompanying unaudited consolidated financial statements under the rules and regulations of the United States Securities and Exchange Commission. These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Boards Accounting Standards Codification, the single source of generally accepted accounting principles in the United States (GAAP) and referred to in this report as the Codification. Under such rules and regulations, we have condensed or omitted certain information and notes normally included in financial statements prepared in conformity with the Codification. We believe, however, that our disclosures are adequate to make the information presented not misleading.
In addition, our accompanying consolidated financial statements reflect normal adjustments, and also recurring adjustments that are, in the opinion of our management, necessary for a fair presentation of our financial results for the interim periods, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011, which we refer to in this report as our 2011 Form 10-K.
El Pasos Merger with KMI
El Pasos and KMIs merger became effective on May 25, 2012.
Limited Partners Net Income per Unit
We compute Limited Partners Net Income per Unit by dividing our limited partners interest in net income by the weighted average number of units outstanding during the period.
Our equity method investments reflect our 50 percent interest in each of WYCO Development L.L.C. and Bear Creek Storage Company, L.L.C. and are reported as Investments on our Consolidated Balance Sheets. The earnings from these investments are reported as Earnings from equity investments on our Consolidated Statements of Income.
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2. Acquisitions
2011 Acquisitions
In March 2011, we acquired an additional 25 percent interest in SNG from El Paso for $667 million in cash. We financed the acquisition through (i) net proceeds of $467 million from our March 2011 public offering of common units and related issuance of general partner units to El Paso (see Note 4) and (ii) $200 million borrowings under our revolving credit facility.
In June 2011, we acquired the remaining 15 percent interest in SNG and an additional 28 percent interest in CIG from El Paso for $745 million in cash. We financed the acquisition through (i) net proceeds of $501 million from our May 2011 public offering of common units and related issuance of general partner units to El Paso, including the underwriters June 2011 exercise of the overallotment option (see Note 4) and (ii) $244 million borrowings under our revolving credit facility.
The above transactions were for the acquisition of additional interests in already consolidated entities and were accounted for prospectively. We have decreased our historical noncontrolling interests in SNG and CIG for both the March 2011 and June 2011 acquisitions by $896 million and reflected that amount as an increase to general partners capital. We reflected El Pasos interests in SNG and CIG as noncontrolling interests in our financial statements. El Pasos interest in SNG was 40 percent from January 1, 2011 to March 13, 2011 and 15 percent until the June 29, 2011 acquisition of the remaining interest. Subsequent to the June 2011 acquisition, SNG became a wholly owned subsidiary of EPB. We reflected El Pasos 42 percent interest in CIG through June 29, 2011 and 14 percent thereafter until the May 24, 2012 acquisition of the remaining interest as noncontrolling interest in our financial statements.
2012 Acquisitions
In May 2012, we acquired the remaining 14 percent interest in CIG and a 100 percent interest in CPI from El Paso for $635 million. The consideration paid to El Paso consisted of $571 million in cash and the issuance of common units (see Note 4). We financed the cash payment through (i) $570 million in borrowings under our credit facility and (ii) $1 million from the issuance of general partner units. Subsequent to the acquisition, we had the ability to control CPIs operating and financial decisions and policies and have consolidated CPI in our financial statements. We have retrospectively adjusted our historical financial statements in all periods presented to reflect the reorganization of entities under common control and the change in reporting entity. As a result of the retrospective consolidation, the pre-acquisition earnings of CPI has been allocated solely to our general partner. The retrospective consolidation of CPI increased net income attributable to El Paso Pipeline Partners, L.P. by $8 million and $22 million for the three and six months ended June 30, 2012 and $10 million and $18 million for the three and six months ended June 30, 2011, respectively. The acquisition of the remaining interest in CIG was for an additional interest in an already consolidated entity; therefore, was accounted for prospectively. We have decreased our historical noncontrolling interest in CIG for the May 2012 acquisition by $115 million and reflected that amount as an increase to general partners capital and accumulated other comprehensive income.
3. Debt
We classify our debt based on the contractual maturity dates of the underlying debt instruments. We defer costs associated with debt issuance over the applicable term. These costs are then amortized as interest expense in our Consolidated Statements of Income. The following table summarizes the net carrying value of our outstanding debt (in millions):
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Changes in Financing Obligations
During the six months ended June 30, 2012, we had the following changes in our financing obligations (in millions):
Credit Facility
In May 2011, EPPOC and WIC entered into an unsecured 5-year credit facility with an initial aggregate borrowing capacity of up to $1.0 billion expandable to $1.5 billion for certain expansion projects and acquisitions. EPPOC is a wholly owned subsidiary of EPB. In May 2012, we borrowed from our revolving credit facility to fund the acquisition of CPI and the remaining interest in CIG (see Note 2). On May 24, 2012, Standard & Poors raised our credit rating, triggering a pricing level change. Our interest rate for borrowings under our credit facility has decreased from London Interbank Offered Rate (LIBOR) plus 2 percent to LIBOR plus 1.75 percent and the commitment fee paid for unutilized commitments decreased from 0.4 percent to 0.3 percent. As of June 30, 2012, we had $520 million outstanding under our revolving credit facility and our remaining availability under this facility was $480 million with an all-in borrowing rate of 2.29 percent. As of June 30, 2012, we were in compliance with all of our debt covenants. Borrowings under the credit facility are guaranteed by EPB. For a further discussion of our credit facility and other long-term financing obligations, see our 2011 Form 10-K.
EPBs Other Debt Obligation
EPPOCs senior notes are guaranteed fully and unconditionally by its parent, EPB. EPBs only operating asset is its investment in EPPOC, and EPPOCs only operating assets are its investments in CIG, WIC, SLNG, Elba Express, SNG and CPG (collectively, the non-guarantor operating companies). EPBs and EPPOCs independent assets and operations, other than those related to these investments and EPPOCs debt are less than three percent of total assets and operations of EPB, and thus substantially all of the operations and assets exist within these non-guarantor operating companies. Furthermore, there are no significant restrictions on EPPOCs or our ability to access the net assets or cash flows related to its controlling interests in the operating companies either through dividend or loan.
Subsidiaries Debt
SNG Debt
In June 2011, SNG and its wholly owned subsidiary, Southern Natural Issuing Corporation, issued $300 million aggregate principal amount of 4.4 percent senior unsecured notes, due June 15, 2021. The net proceeds of $297 million from this offering were used for discretionary capital expenditures and general partnership purposes.
CPG Debt
In May 2005, CPG entered into a $266 million nonrecourse project financing agreement with a group of banks led by WestLB AG as agent, which matures on March 31, 2015. The ten year term loan has a fifteen year amortization with the remaining balance due on March 31, 2015. Principal payments are due quarterly and began on December 31, 2005. The interest rate under the agreement can be a base rate loan (determined by the higher of the Federal Funds Rate plus 50 basis points or the Prime Rate, each as defined in the agreement) plus a margin, or LIBOR plus a margin. Currently, interest is based on the LIBOR plus an applicable Eurodollar margin of 1.50 percent. Interest periods under the LIBOR option can vary between one, two, three or six months. The margin under the LIBOR interest option is 1.50 percent for years five through seven of the loan and escalates to approximately 1.62 percent in years eight
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through maturity. As of June 30, 2012 and December 31, 2011 CPG had approximately $172 million and $180 million outstanding under this agreement. The interest rate on this obligation was 1.97 percent and 1.87 percent at June 30, 2012 and December 31, 2011, respectively.
The term loan is collateralized by all of CPGs assets, including (i) all physical assets and (ii) all of CPGs transportation contracts and the proceeds derived therefrom. The agreement requires that CPG maintain a debt service reserve amount equal to six months of interest and principal payments. As of June 30, 2012 and December 31, 2011, this requirement was funded through a $12 million letter of credit held by The Bank of New York Mellon Corporation and $2 million cash on deposit which is reflected as Other noncurrent assets on our Consolidated Balance Sheets.
4. Partners Capital
As of June 30, 2012 and December 31, 2011, our partners capital included the following limited partner and general partner units:
The total limited partner units represent our limited partners interest and an effective 98 percent interest in us, exclusive of our general partners incentive distribution rights. Our general partner has an effective 2 percent interest in us, excluding its right to receive incentive distributions.
Equity Issuances
We issued common units to the public and issued general partner units to El Paso. The net proceeds from the offerings were used as partial consideration to fund acquisitions from El Paso. The table below shows the units issued, the net proceeds from the issuances and the ultimate use of the proceeds.
In addition, in May 2012, we issued 1,920,751 common units and 39,199 general partner units to El Paso in conjunction with our acquisition of CPI and the remainder of CIG. See Note 2 for further discussion.
As of June 30, 2012, El Paso owns a 43 percent limited partner interest in us and retains its 2 percent general partner interest in us and all of our incentive distribution rights (IDRs).
Income Allocation and Declared Distributions
For the purposes of maintaining partner capital accounts, our partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their percentage interests. Normal allocations according to percentage interests are made, however, only after giving effect to any priority income allocations in an amount equal to the incentive distributions that are allocated 100 percent to our general partner. Incentive distributions are generally defined as all cash distributions paid to our general partner that are in excess of 2 percent of the aggregate value of cash distributions made to all partners. We determine the allocation of incentive distributions to our general partner by the amount quarterly distributions to unitholders exceed certain specified target levels, according to the provisions of our partnership agreement. The table below shows the quarterly distributions we have declared to be made to our unitholders and general partner (in millions, except for per unit amounts):
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Incentive distribution rights
All of our IDRs are held by a wholly owned subsidiary of El Paso. Based on the quarterly distribution per unit declared for the three months ended June 30, 2012, our general partner will receive incentive distributions of $29 million in accordance with the partnership agreement. For a further discussion of our IDRs, see our 2011 Form 10-K.
5. Fair Value
The following table reflects the carrying amount and estimated fair value of our financial instruments measured on a recurring basis (in millions):
As of June 30, 2012 and December 31, 2011, the carrying amounts of cash and cash equivalents, short-term borrowings and accounts receivable and payable represent their fair values based on the short-term nature of these instruments.
At June 30, 2012 and December 31, 2011, our financial instruments measured at fair value on a recurring basis consist of our interest rate swaps and our long term debt and other financing obligations. We separate the fair values of our financial instruments into levels based on our assessment of the availability of observable market data and the significance of non-observable data used to determine the estimated fair value. We estimated the fair values of our interest rate derivatives and long-term debt and other financing obligations primarily based on quoted market prices for the same or similar issues, a Level 2 fair value measurement. Our assessment and classification of an instrument within a level can change over time based on the maturity or liquidity of the instrument and this change would be reflected at the end of the period in which the change occurs. During the six months ended June 30, 2012, there were no changes to the inputs and valuation techniques used to measure fair value, the types of instruments, or the levels in which they were classified.
Interest Rate Derivatives
CPG has long-term debt with a variable interest rate that exposes it to changes in market-based interest rates. Interest rate swaps are used to convert the variable interest rates on a portion of the long-term debt to fixed rates. In May 2005, CPG entered into two interest rate swap agreements, which effectively converted 80 percent of the term loan from a floating interest rate to a fixed interest rate for a term of ten years. One interest rate swap agreement effectively fixed 40 percent of the term loan at an interest rate of approximately 4.55 percent plus a margin, which is currently 1.50 percent. The second interest rate swap agreement effectively fixed an additional 40 percent of the term loan at an interest rate of approximately 4.56 percent plus a margin, which is currently 1.50 percent. At June 30, 2012 and December 31, 2011, these interest rate swaps, which are designated as cash flow hedges, effectively converted the interest rate on approximately $137 million and $144 million, respectively, of debt from a floating rate to a fixed rate. Payments on the interest rate swap agreements are payable quarterly in arrears.
The interest rate derivatives are designated as cash flow hedges and impact expenses based on the nature and timing of the transaction that they hedge. Changes in the fair value of the derivatives are deferred in accumulated other comprehensive income (loss) to the extent they are effective and then recognized in earnings when the hedged transactions occur. Ineffectiveness related to the hedges is recognized in earnings as it occurs. There was no ineffectiveness recognized during the three and six months ended June 30, 2012 and 2011.
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The fair values of our interest rate derivatives designated as cash flow hedges were approximately $13 million and $14 million at June 30, 2012 and December 31, 2011, respectively, and were classified as other liabilities in our Consolidated Balance Sheets, of which $6 million is classified as current as of June 30, 2012.
6. Related Party Transactions
Cash Distributions
CIG Cash Distributions to El Paso
CIG makes quarterly distributions to its owners. We have reflected 42 percent of CIGs distributions paid to El Paso through June 2011 and 14 percent thereafter as distributions to its noncontrolling interest holder until CIG became a wholly owned subsidiary of EPB subsequent to the May 2012 acquisition (see Note 2).
SNG Cash Distributions to El Paso
SNG made quarterly distributions to its owners. We have reflected 15 percent of SNGs distributions paid to El Paso during the first quarter of 2011 as distributions to its noncontrolling interest holder. Subsequent to the June 2011 acquisition, as discussed in our 2011 Form 10-K, SNG became a wholly owned subsidiary of EPB.
CPI Cash Distributions to El Paso
Due to the retrospective consolidation of CPI, as discussed in Note 2, we have reflected CPIs historical distributions paid to El Paso prior to our consolidation in May 2012 as distributions of pre-acquisition earnings which are allocated solely to our general partner.
The following table summarizes the cash distributions paid to El Paso (in millions):
During 2011, El Paso made capital contributions of $13 million and $15 million to CIG and SNG, respectively, to fund their share of expansion project expenditures. During 2012, El Paso made capital contributions of $2 million to CIG to fund its share of expansion project expenditures. Additionally, El Paso made a non-cash contribution to us of $29 million in June 2012 to eliminate the impact of non-cash severance costs allocated to us as a result of El Pasos and KMIs merger; we do not have any obligation nor did we pay any amounts related to these costs.
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Affiliate Balances
We enter into transactions with our affiliates within the ordinary course of business. For a further discussion of our affiliated transactions, see our 2011 Form 10-K. We have account receivable, net contractual imbalances and trade payables, as well as other liabilities with our affiliates arising in the ordinary course of business.
The following table summarizes our balance sheet affiliate balances (in millions):
The following table shows overall revenues, expenses and reimbursements from our affiliates (in millions):
7. Accounts Receivable Sales Programs
We participated in accounts receivable sales programs where we sold receivables in their entirety to a third-party financial institution (through wholly owned special purpose entities). On June 20, 2012, we terminated the accounts receivable sales programs and paid $44 million to the third-party financial institution, which consisted of sales proceeds received up front and servicing fees. The sale of these accounts receivable (which were short-term assets that generally settled within 60 days) qualified for sale accounting. The third-party financial institution involved in these accounts receivable sales programs acquired interests in various financial assets and issued commercial paper to fund those acquisitions. We did not consolidate the third-party financial institution because we did not have the power to control, direct, or exert significant influence over its overall activities since our receivables did not comprise a significant portion of its operations.
In connection with our accounts receivable sales, we received a portion of the sales proceeds up front and received an additional amount upon the collection of the underlying receivables, which we refer to as a deferred purchase price. Our ability to recover the deferred purchase price was based solely on the collection of the underlying receivables. The tables below contain information related to our accounts receivable sales programs (in millions).
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The deferred purchase price related to the accounts receivable sold was reflected as Accounts and Notes Receivable, net on our Consolidated Balance Sheet at December 31, 2011. Because the cash received up front and the deferred purchase price related to the sale or ultimate collection of the underlying receivables, and were not subject to significant other risks given their short term nature, we reflected all cash flows under the accounts receivable sales programs as Operating cash flows in our Consolidated Statement of Cash Flows. Under the accounts receivable sales programs, we serviced the underlying receivables for a fee.
8. Litigation, Environmental and Other Contingencies
Legal Proceedings
Brinckerhoff v. El Paso Pipeline GP Company, LLC., et al.
In December 2011 (Brinckerhoff I) and March 2012, (Brinckerhoff II) derivative lawsuits were filed in Delaware Chancery Court against El Paso, El Paso Pipeline GP Company, L.L.C., the general partner of EPB, and the directors of the general partner. EPB was named in both lawsuits as a Nominal Defendant. The lawsuits arise from the March 2010 and November 2010 drop down transactions involving EPBs purchase of SLNG, Elba Express and SNG. The lawsuits allege various conflicts of interest and that the consideration paid by EPB was excessive. Defendants believe these actions are without merit and intend to defend against them vigorously.
Hite Hedge LP, et al. v. El Paso Corporation, et al.
In December 2011, unitholders of EPB filed a purported class action complaint in Delaware Chancery Court against El Paso and its board members, asserting that the defendants breached their purported fiduciary duties to EPB by entering into the merger agreement with KMI. EPB and EPBs general partner were named in the lawsuit as Nominal Defendants. The complaint alleges that the merger with KMI will result in fewer drop down transactions into EPB and has resulted in a reduction of the price of EPB common units. In February 2012, the defendants filed a motion to dismiss the complaint. The plaintiffs filed an amended complaint adding a derivative claim, and the defendants responded with a second motion to dismiss in April 2012. Defendants believe that this lawsuit is without merit and intend to defend against it vigorously.
Allen v. El Paso Pipeline GP Company, L.L.C., et al.
In May 2012, a unitholder of EPB filed a purported class action in Delaware Chancery Court, alleging both derivative and non derivative claims, against EPB, and EPBs general partner and its board. EPB was named in the lawsuit as both a Class Defendant and a Derivative Nominal Defendant. The complaint alleges a breach of the duty of good faith and fair dealing in connection with the sale to EPB of a 25 percent ownership interest in SNG. Defendants believe that this lawsuit is without merit, and have filed a motion to dismiss.
Other Legal Matters
We and our subsidiaries and affiliates are named defendants in numerous lawsuits and governmental proceedings and claims that arise in the ordinary course of our business. There are also other regulatory rules and orders in various stages of adoption, review and/or implementation. For each of these matters, we evaluate the merits of the case or claim, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If we determine that an unfavorable outcome is probable and can be estimated, we establish the necessary accruals. While the outcome of these matters cannot be predicted with certainty, and there are still uncertainties related to the costs we may incur, based upon our evaluation and experience to date, we believe we have established appropriate reserves for these matters. It is possible, however, that new information or future developments could require us to reassess our potential exposure related to these matters and adjust our accruals accordingly, and these adjustments could be material. As of June 30, 2012, we had approximately $2 million accrued for our outstanding legal proceedings. Except for the matters discussed above, we do not have any material litigation or other claim contingency matters assessed as probable or reasonably possible that would require disclosure in the financial statements.
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Environmental Matters
We are subject to federal, state and local laws and regulations governing environmental quality and pollution control. These laws and regulations require us to remove or remedy the effect of the disposal or release of specified substances at current and former operating sites. At June 30, 2012, our accrual for environmental matters was approximately $4 million. Our accrual includes amounts for expected remediation costs and associated onsite, offsite and groundwater technical studies and related legal costs. Our accrual includes $1 million for environmental contingencies related to properties CIG previously owned.
For the remainder of 2012, we estimate that our total remediation expenditures will be approximately $2 million, most of which will be expended under government directed clean-up plans. In addition, we expect to make capital expenditures for environmental matters of approximately $6 million in the aggregate for the remainder of 2012 through 2016, including capital expenditures associated with the impact of the United States Environmental Protection Agency (EPA) rule on emissions of hazardous air pollutants from reciprocating internal combustion engines which are subject to regulations with which we have to be in compliance by October 2013.
Our recorded environmental liabilities reflect our current estimates of amounts we will expend on remediation projects in various stages of completion. However, depending on the stage of completion or assessment, the ultimate extent of contamination or remediation required may not be known. As additional assessments occur or remediation efforts continue, we may incur additional liabilities.
Superfund Matters
Included in our recorded environmental liabilities are projects where we have received notice that we have been designated or could be designated, as a Potentially Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund, or state equivalents for one active site. Liability under the federal CERCLA statute may be joint and several, meaning that we could be required to pay in excess of our pro rata share of remediation costs. We consider the financial strength of other PRPs in estimating our liabilities.
Clean Air Act Emission Regulation
On April 17, 2012, the EPA issued regulations pursuant to the federal Clean Air Act to reduce various air pollutants from the oil and natural gas industry. These regulations will limit emissions from certain equipment including compressors, storage vessels and natural gas processing plants. We are still evaluating the regulations and its impact on our operations and our financial results.
It is possible that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs and liabilities in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws, regulations and orders of regulatory agencies, as well as claims for damages to property and the environment or injuries to employees and other persons resulting from our current or past operations, could result in substantial costs and liabilities in the future. As this information becomes available, or other relevant developments occur, we will adjust our accrual amounts accordingly. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we believe our reserves are adequate.
Other Commitment
Letter of Credit
During 2009, SNG entered into a $57 million letter of credit associated with estimated construction cost related to the Southeast Supply Header project. As invoices are paid under the contract, the value of the letter of credit is reduced. At June 30, 2012, the letter of credit has been reduced to approximately $8 million.
See Note 3 for discussion regarding CPGs letter of credit.
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General and Basis of Presentation
The following information should be read in conjunction with (i) our accompanying interim consolidated financial statements and related notes (included elsewhere in this report), (ii) our consolidated financial statements and related notes included in our 2011 Form 10-K and (iii) our managements discussion and analysis of financial condition and results of operations included in our 2011 Form 10-K.
During the six months ended June 30, 2012, we acquired the remaining 14 percent interest in CIG and 100 percent of CPI, which owns 100 percent of CPG from El Paso for consideration of $635 million. For a further discussion of this acquisition, see Part I, Item 1. Financial Statements. Note 2 Acquisitions.
El Pasos and KMIs merger became effective on May 25, 2012. During the six months ended June 30, 2012, we continued to focus on delivering our expansion projects. Our future growth is expected through organic expansion opportunities and through strategic asset acquisitions from third parties, KMI or both. On June 1, 2012, SNG placed into service Phase III of the South System III Expansion project on time and under budget. For further discussion of our expansion projects, see our 2011 Form 10-K.
We previously reported earnings before interest expense and income taxes as our performance measure. As a result of El Pasos and KMIs merger, management now assesses our performance based on earnings before depreciation and amortization (EBDA), which excludes depreciation and amortization, general and administrative expenses and interest expense, net. Our management uses EBDA as a measure to assess the operating results and effectiveness of our business, which consists of both consolidated operations and earnings from equity method investments. We believe providing EBDA to our investors is useful because it is the same measure used by management to evaluate our performance and allows investors to evaluate our operating results without regard to our financing methods or capital structure. EBDA may not be comparable to measures used by other companies. Additionally, EBDA should be considered in conjunction with net income and other performance measures such as operating income or operating cash flows.
Below is a reconciliation of our EBDA to net income for the three and six months ended June 30, 2012 as compared to the same periods in 2011 (in millions).
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Below are the components of EBDA, our throughput volumes and an analysis and discussion of our operating results for the three and six months ended June 30, 2012 as compared to the same periods in 2011 (in millions, except operating statistics).
The items described in footnotes (a) through (d) above decreased our EBDA by $29 million and $28 million for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. After adjusting for these items, our EBDA increased by $17 million and $7 million for the three and six month periods ended June 30, 2012 compared to the same periods in 2011 primarily due to the following:
The CPI acquisition contributed $9 million of EBDA for the three and six month periods ended June 30, 2012 (reflecting its EBDA results for the May 24 to June 30, 2012 post-acquisition period). See Part I. Item 1. Financial Statements. Note 2 Acquisitions for additional information regarding the May 24, 2012 acquisition of CPG.
In the three month period ended June 30, 2012 compared to the same period in 2011, SNG contributed higher EBDA of $5 million primarily due to higher reservation revenue due to completion of Phases II and III of the South System III expansion project in June 2011 and 2012, respectively. For the six months ended June 30, 2012 compared to the same period in 2011, SNGs EBDA decreased by $3 million. This decrease is primarily due to higher pipeline integrity costs, higher property taxes and unfavorable system inventory revaluations more than offsetting the additional $6 million of higher reservation revenue largely attributable to the aforementioned expansion project.
During the three and six months ended June 30, 2012 as compared to the same periods in 2011, WIC contributed higher EBDA of $2 million in 2012 primarily due to higher expenses related to compressor station repairs performed in 2011.
Interest Expense, net
Our interest expense increased by $9 million and $19 million during the three and six months ended June 30, 2012 as compared to the same periods in 2011 primarily due to higher average debt outstanding used to fund acquisitions and organic expansion projects. The increase in our average debt outstanding was attributable to the 2012 borrowing from the credit facility to fund the May 24, 2012 drop down, the 2011 debt issuances of $500 million senior notes by EPPOC and $300 million senior notes by SNG as described in our 2011 Form 10-K. For a further discussion of these debt obligations, see Part I, Item 1. Financial Statements. Note 3 Debt.
Net Income Attributable to Noncontrolling Interests
During the three and six months ended June 30, 2012, our net income attributable to noncontrolling interests decreased as compared to the same period in 2011 primarily due to the acquisition of incremental interests in SNG and CIG in 2011 and 2012.
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We use the non-GAAP financial measure Distributable Cash Flow (DCF) as it provides important information relating our financial operating performance to our cash distribution capability. Subsequent to El Pasos and KMIs merger, our DCF calculation has changed. We now define DCF before certain items to be limited partners income before certain items and depreciation and amortization (DD&A), less sustaining capital expenditures for EPB, plus DD&A less sustaining capital expenditures for Bear Creek Storage Company, L.L.C., (Bear Creek) and WYCO Development L.L.C. (WYCO), our equity method investees, plus other income and expenses, net (which primarily includes deferred revenue, allowance for funds used during construction (AFUDC) equity and other non-cash items).
We believe that DCF is useful to investors because the measure is used by many companies in the industry as a measure of operating and financial performance and is commonly employed by financial analysts and others to evaluate the operating and financial performance of the partnership and to compare it with the performance of other publicly traded partnerships within the industry.
DCF should not be considered an alternative to net income, earnings per unit, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. This non-GAAP measure excludes some, but not all items that affect net income and operating income and this measure may vary among other companies; therefore, DCF may not be comparable to similarly titled measures of other companies. Furthermore, this non-GAAP measure should not be viewed as indicative of the actual amount of cash we have available for distribution or that we plan to distribute for a given period, nor does it equate to Available Cash as defined in our partnership agreement.
Our DCF was $278 million and $256 million for the six months ended June 30, 2012 and 2011. The increase in DCF in 2012 was primarily due to our acquisition of CPI, increased ownership interests in SNG and CIG as a result of our acquisitions in 2011 and 2012 and a decrease in sustaining capital expenditures.
The table below details the reconciliation of DCF to Net Income (in millions).
Partnership Distributions
Our partnership agreement requires that we distribute 100 percent of Available Cash, as defined in our partnership agreement, to our partners within 45 days following the end of each calendar quarter. Our 2011 Form 10-K contains additional information concerning our partnership distributions.
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On July 20, 2012, we declared a cash distribution of $0.55 per unit for the second quarter of 2012 (an annualized rate of $2.20 per unit). This distribution is 15 percent higher than the $0.48 per unit distribution we made for the second quarter of 2011. Our declared distribution for the second quarter of 2012 of $0.55 per unit will result in an IDR to our general partner of $29 million. Comparatively, our distribution of $0.48 per unit paid on August 12, 2011 for the second quarter of 2011 resulted in an IDR payment to our general partner in the amount of $15 million.
Our primary sources of cash include cash flow from operations and funds obtained through long term financing activities and bank credit facilities. We do not typically rely on short-term borrowings to fulfill our liquidity needs. Our primary uses of cash are funding capital expenditure programs, meeting operating needs and paying distributions. Our primary sources of cash and uses of cash are consistent with those described in our 2011 Form 10-K.
As of June 30, 2012, we had approximately $527 million of liquidity consisting of $480 million of availability under our revolving credit facility and $47 million of cash on hand. Our outstanding short-term debt as of June 30, 2012 was $83 million, consisting of (i) $50 million in EPPOC senior notes, $18 million related to amortization on CPGs project finance debt, (ii) a $10 million note payable to El Paso and (iii) $5 million in capital lease obligations. We intend to refinance our short-term debt through a combination of long-term debt and equity or additional bank credit facility borrowings to replace current maturities of long-term debt. We may generate additional sources of cash through future issuances of additional partnership units and/or future debt offerings. For a further discussion of our revolving credit facility, see Part I, Item 1. Financial Statements. Note 3 Debt.
We expect our current liquidity sources and operating cash flow to be sufficient to fund our estimated 2012 capital program. As a result of our current available liquidity, we believe we are well positioned to meet our obligations. We will continue to assess and take further actions where prudent to meet our long-term objectives and capital requirements.
Capital Expenditures
We define sustaining capital expenditures as capital expenditures which do not increase the capacity of an asset. Generally, we fund our sustaining capital expenditures with existing cash or from cash flows from operations. In addition to utilizing cash generated from their own operations, certain of our subsidiaries can each fund their own cash requirements for expansion capital expenditures with proceeds from issuing their own long-term notes or with proceeds from contributions received from their member owners.
All of our capital expenditures, with the exception of sustaining capital expenditures, are classified as discretionary. During the six months ended June 30, 2012 as compared to the same period in 2011, our discretionary capital spending decreased by $35 million primarily due to the completion of Phases II and III of the South System III Expansion project. Generally, we initially fund our discretionary capital expenditures through borrowings under our credit facility until the amount borrowed is of a sufficient size to cost effectively offer either debt, or equity, or both.
Our capital expenditures for the six months ended June 30, 2012, and the amount we expect to spend for the remainder of 2012 to grow and sustain our businesses are as follows (in millions):
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Cash Flow
Our cash flows for the six months ended June 30, 2012 are summarized as follows (in millions):
For the six months ended June 30, 2012, we generated cash flow from operations of $326 million compared to $421 million in the same period in 2011. Our operating cash flow in 2012 decreased as compared to 2011 primarily due to a $70 million increased use of working capital primarily attributable to the termination of the accounts receivable sales program and an $8 million project cancellation payment received in June 2011 as a result of BG exercising their cancellation option on Phase B of SLNGs Elba III Expansion project.
In May 2012, we borrowed $620 million from our revolving credit facility of which $570 million was used to fund the May 24, 2012 acquisition and in June 2012 we repaid $100 million of the revolving credit facility. Also during 2012, we utilized our cash inflows to pay distributions, including the CIG distributions to El Paso of its share of available cash (see Part I, Item 1. Financial Statements. Note 6 Related Party Transactions), to fund maintenance and growth projects and to acquire additional interests in CIG and CPI. We made cash distributions to our unitholders of $253 million during the six months ended June 30, 2012 compared with $186 million in the same period in 2011, reflecting a greater number of partnership units outstanding, an increase in our cash distribution per unit and increased incentive distributions to our general partner.
Information Regarding Forward-Looking Statements
This report includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as anticipate, believe, intend, plan, projection, forecast, strategy, position, continue, estimate, expect, may, or the negative of those terms or other variations of them or comparable terminology. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict. See Part I, Item 1A. Risk Factors of our 2011 Form 10-K and Part II, Item 1A. Risk Factors in this report for a more detailed description of factors that may affect the forward-looking statements. When considering forward-looking statements, one should keep in mind the risk factors described in our 2011 Form 10-K
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and in this report. The risk factors could cause our actual results to differ materially from those contained in any forward-looking statement. We disclaim any obligation, other than as required by applicable law, to update any forward-looking statements to reflect future events or developments after the date of this report.
There have been no material changes in market risk exposures that would affect the quantitative and qualitative disclosures presented as of December 31, 2011, in Item 7A of our 2011 Form 10-K.
As of June 30, 2012, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Controls
Subsequent to El Pasos and KMIs merger in May 2012, our internal controls over financial reporting were impacted by changes made to conform our entity-level controls, monitoring activities and disclosure controls and procedures to the existing controls, activities and procedures of KMI. Additional changes are expected to occur in future periods. None of these changes are in response to any identified deficiency or weakness in our internal control over financial reporting.
There were no other changes in internal controls over financial reporting that have materially affected, or are reasonably likely to affect our internal controls over financial reporting.
See Part I, Item 1. Note 8 to our consolidated financial statements entitled Litigation, Environmental and Other Contingencies, which is incorporated in this item by reference.
Except as set forth below, there have been no material changes in or additions to the risk factors disclosed in Part I, Item 1A in our 2011 Form 10-K. The information contained in Item 1A updates, and should be read in conjunction with, related information set forth in Part I, Item 1A in our 2011 Form 10-K, in addition to the unaudited interim consolidated financial statements, accompanying notes, and Managements Discussion and Analysis of Financial Condition and Results of Operations presented in Part I, Items 1 and 2 of this Quarterly Report on Form 10-Q.
Our general partner is owned by KMI, which also owns the common stock of the general partner of Kinder Morgan Energy Partners L.P. (KMP). This may result in conflicts of interest.
KMI owns our general partner and as a result controls us. KMI also owns the common stock of the general partner of KMP, a publicly traded partnership with which we compete in the natural gas gathering, processing and transportation business. The directors and officers of our general partner and its affiliates have fiduciary duties to manage our general partner in a manner that is beneficial to KMI, its ultimate parent corporation. At the same time, our general partner has fiduciary duties to manage us in a manner that is beneficial to our unitholders. Therefore, our general partners duties to us may conflict with the duties of its officers and directors to KMI. As a result of these conflicts of interest, our general partner may favor its own interest or those of KMI, KMP, or their owners or affiliates over the interest of our unitholders.
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Such conflicts may arise from, among others, the following:
Certain conflicts may arise as a result of our pursuing acquisitions or development opportunities that may also be pursued by KMP. Specifically, KMI may offer such opportunities to KMP and not to us. If we do not realize any or all of the commercial value of such opportunities, our business, results of operations and the amount of our distributions to our unitholders may be adversely affected.
Our business, financial condition and operating results may be affected adversely by increased costs of capital or a reduction in the availability of credit.
Adverse changes to the availability, terms and cost of capital, interest rates or our credit ratings could cause our cost of doing business to increase by limiting our access to capital, limiting our ability to pursue acquisition opportunities and reducing our cash flows. Our credit ratings may be impacted by our leverage, liquidity, credit profile and potential transactions. Also, continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our operations on favorable terms. A significant reduction in the availability of credit could materially and adversely affect our business, financial condition and results of operations.
In addition, due to our relationship with KMI, our credit ratings, and thus our ability to access the capital markets and the terms and pricing we receive therein, may be adversely affected by any impairments to KMIs financial condition or adverse changes in its credit ratings. Similarly, any reduction in our credit ratings could negatively impact the credit ratings of our subsidiaries, which could increase their cost of capital and negatively affect their business and operating results. Although the ratings from credit agencies are not recommendations to buy, sell or hold our securities, our credit ratings will generally affect the market value of our debt instruments, as well as the market value of our common units.
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Not Applicable.
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Each exhibit identified below is filed as a part of this report. Exhibits filed with this Report are designated by *. All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
Table of Contents
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


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At the Globe, right before a performance of A Midsummer Night's Dream
In the midst of a performance of Pinocchio, waaaaay back in high school. I was the cricket, chirp chirp.
Kilting it up (bought in Scotland!) at Dragon*Con 2009.
Messing around on the set of Martin Sherman's B.E.N.T. This is apparently how people in concentration camps pose for beefcake magazines
Buttercup's replacement
I don't even remember, but it's definitely the only time I've worn a bonnet
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subset: commoncrawl


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background checks
- 0Nov 19, '02 by nursesrthebestI have a couple of questions involving background checks.
There are several questions asked when you fill out the application to take the NCLEX. 1. Abuse- will a complaint from neighbors will keep you from taking boards even if nothing was found? From what I understand your name is on the state abuse list even though it was a false report. 2. Mental illness- will getting psych help or being in a institution for depression and PTSD will keep you from taking boards?


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Will Boeing Blink in Labor Battle?
Still, Hamilton said, the NLRB ruling comes at an unfortunate time, because the relationship between Boeing and the IAM appear to have improved recently. "Clearly Boeing has recognized that Local 751 members are producing airplanes at an unprecedented rate with top quality, and then this thing comes up -- it's just a real setback in terms of the larger picture," he said. Significantly, the IAM lobbied side-by-side with Boeing in its successful bid to win the $35 billion contract to build aerial refueling tankers for the Air Force.
With Boeing eyeing the possibility of increasing 787 production beyond 10 a month, an obvious solution to the NLRB problem is to build 10 in Washington, and then to build additional airplanes in Charleston, Hamilton said, adding: "I know they are talking about 17, although they haven't acknowledged that yet." Nevertheless, Hamilton said he believes Boeing would prefer to pursue the case to the Supreme Court, where anti-labor sentiment seems to dominate, than to reach a compromise. "To settle would be to admit they were wrong, and Boeing doesn't do that," he said.
-- Written by Ted Reed in Charlotte, N.C. .
>To contact the writer of this article, click here:
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Man accused of stealing Lottery ticketsOctober 09,2013BENNINGTON — A Manchester man who was arrested as part of a drug sweep in Bennington County last month was arraigned on new charges on Tuesday.
Daniel Reddan, 31, of Manchester, pleaded innocent in Bennington criminal court to two misdemeanor counts of petty larceny and one misdemeanor count each of possession of a stimulant drug and violating the conditions of his release from custody.
In an affidavit, Cpl. James Blanchard of the Manchester Police Department said police were called on Monday around 2:10 p.m. by the manager of the Rite Aid pharmacy on Main Street. The manager told police that she believed Reddan had been in the store Monday and Sunday and taken lottery tickets.
Blanchard said video surveillance footage from the store seemed to show Reddan reaching behind a counter and taking lottery tickets. The manager told Blanchard she believed about $75 in tickets had been taken.
Police were able to arrest Reddan when he went to a nearby convenience store whose employees were told Reddan might come in to try to turn in lottery tickets, Blanchard said.
At the store, Blanchard noticed blue fluid dripping from Reddan's nostrils.
"I asked him why the inside of his nose was blue. He initially stated that he did not know. He then stated that he had just snorted an Aderall pill," Blanchard said.
When Reddan was arraigned on Sept. 30 for possession and sale of heroin, he was ordered not to have or use regulated drugs without a prescription.
Reddan was released without bail on Tuesday.MORE IN This Just InPolice are seeking information about a pair of robberies in Rutland and Wallingford Wednesday night. Full StoryBy now we are in full- blown holiday mode, but despite our busy schedules, there is always time... Full Story
- Most Popular
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- TOMORROW'S HEADLINES TODAY: Gov. Peter Shumlin announces demise of his single-payer health insurance initiative; convicted first-degree murderer Alan Prue sentenced to 50 years for killing teacher Melissa Jenkins; veterans chafed about park naming snub.
- RICHARD'S POOR ALMANACK: In 497 BC, first Saturnalia festival celebrated in Rome, Scandinavians retain 'Yule Goat' as symbol of season, Krampus, evil side of holiday cheer, terrorizes children into better behavior, more advice from Christopher Hitchens.
- RICHARD'S POOR ALMANACK: In 533 AD, Byzantine Emperor Justinian I gets the old empire back together again routing the Vandals from Carthage; in 1890, Lakota Chief Sitting Bull is killed at his home in South Dakota; in 1970, Soviets land probe on Venus.
- DUANE CARLETON: Rutland Herald Events Editor George Nostrand interviews musician Duane Carleton, whose new CD 'A GIRL LIKE THAT' drops Thursday, Dec. 18, 2014, and will be celebrated that evening with a show at 9:30 p.m. at Killington's Pickle Barrel.
- RICHARD'S POOR ALMANACK: Sigisimund, king of Hungary, creates Order of the Dragon to defend the West against Ottoman Turks; Chong Ho escorts 300 virgins to China; J. Bruce Ismay born this day, built Titanic, gets free trip, does not go down with the ship.
- TOMORROW'S HEADLINES TODAY: Storm takes out power for 60,000 Vermonters; state gets $33M to fund pre-K education; Springfield board OKs fund to demolish blighted buildings, voters have final say; George Nostrand runs down coming events.


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AboutA web log for all fans of Walt Disney, The Disney Company, and its many products. Using the theories behind Walt Disney's family oriented entertainment and education, this blog is intended to be a safe read for the whole family. Proud to be a part of Quality Will Out Omnimedia. The Disney Blog is not affiliated with The Walt Disney Company in any way. All Disney parks, attractions, lands, shows, event names, etc. are registered trademarks of The Walt Disney Company. The Disney Blog is affiliated with LaughingPlace.com, the number one Disney Fan site on the internet. Please see creative commons license at the bottom of this page for copyright information. All content on this website is my own and does not necessarily represent the views of my employer or anyone else on the planet. The Disney Blog is supported by advertising and some of the links on this site and in product reviews are revenue share affiliate ads. I also do accept product for review and to give away as prizes. However, I compose all my editorial separate from any decision regarding advertising or affiliate links. YMMV.
Tag Archives: celebrity
Close Encounters of the Celebrity Kind at Disneyland
If you hang out at Disneyland on multiple days of the year, there's a really good chance you've had a close encounter with a celebrity. They're relatively easily spotted, just look for the famous plaid of Disneyland's guest relations tour … Continue reading
Posted in Actors, Disneyland Tagged actor, celebrity, close encounters, Disneyland 2 Comments
Behind the Scenes on Jessica Chastain's Disney Dream Portrait Shoot with Annie Leibovitz
Earlier this week famed photographer of the stars Annie Leibovitz added Jessica Chastain to the list of celebrities she has featured in her Disney Dream Portraits series. The famous redhead portrayed Pixar's first princess, also a redhead, Merida from the … Continue reading
Posted in Disneyland, pixar, Walt Disney World Tagged actor, annie leibovitz, brave, celebrity, disney dream photo, disney dream portrait, Disney Parks, Disneyland, jessica chastain, merida, photo, photography, pin trading, pixar, scotland, scottish, theme park, walt disney world Comments Off
Celebrity Watch: Game of Thrones Actress Has Stark Fun at Magic Kingdom
One does not simply pull the sword from the stone at the Magic Kingdom. But it is just one of the many fun things celebrities get to do when they visit Disney on vacation. During her visit at the end … Continue reading
Posted in Actors, Walt Disney World Tagged actor, actress, celebrity, game of thrones, star, sword and the stone 1 Comment
Halle Berry Visits Disneyland, Kisses Mickey Mouse
Time for another celebrity moment at Disneyland. Here's the very beautiful Halle Berry (also very pregnant based on the flow of that dress) stealing a special moment with the big cheese Mickey Mouse just before he was ready for his … Continue reading
Posted in Disneyland, Film Tagged actor, celebrity, Disneyland, halle berry, marvel, Mickey Mouse, xmen Comments Off
The Lone Ranger Will Premiere at Disney California Adventure In Benefit For American Indian College Fund
In a classy move, Walt Disney Studios Chairman, Alan Horn, has announced that ticket sales from the highly anticipated World Premiere of Disney/Jerry Bruckheimer Films' "The Lone Ranger" will benefit the American Indian College Fund. The event will take place … Continue reading
Posted in Disneyland, Film Tagged aicf, american indian college fund, celebrity, DCA, disney california adventure, johnny depp, lone ranger, movie, movie premiere, native american, red carper, scholarships, students, the lone ranger, world premiere Comments Off


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10 Geeky Debates That Had To Be Settled By Federal Courts
Meet the real Justice League: the federal courts that, over the past several decades, have issued rulings that decided the fates of superheroes, robots, zombies, mutants and entire galaxies. Here are ten court rulings that meted out justice in the world of nerdery. »


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A growing narrative leading up to the Rose Bowl will be Jameis Winston's playing status, present and future.
FSU's quarterback completed a two-day code of conduct hearing Dec. 3 regarding his role in an alleged sexual assault. The ruling from the hearing – which could impact Winston's playing status going forward – is expected to come before FSU faces Oregon Jan. 1.
"I think we will [hear something]," FSU coach Jimbo Fisher said. "I think we'll definitely hear something before the game."
Winston, if found to have violated the school's code of conduct, could receive punishment anywhere from a verbal reprimand to expulsion. However, Winston could appeal any decision and would be eligible to participate in athletics while the appeals process – that could span 60 to 90 days – takes place.
Fisher also discussed Winston's pro future late last week. He said he's talked to Winston – as well as other draft-eligible underclassmen – about the NFL Draft.
But what if Winston is, say, a top-two pick...Read more
FSU's 2014 season has been filled by big plays and dramatic moments, with the Seminoles have skirting past near upsets to make the College Football Playoff as the only undefeated team in the country.
We are recapping the most significant moments of the season, which is no easy task. Rashad Greene's late touchdown reception against Clemson came in at No. 5 and Dalvin Cook's pair of game-winning touchdown runs combined to make up No. 4.
Few plays, however, saved FSU's season quite like No. 3 did.
No.3: Terrance Smith's pick-six
As far as momentum shifts go, this one is hard to top.
Jameis Winston was in the midst of the worst game of his career, having already thrown three interceptions in the first quarter against Florida.
The Seminoles were fortunate to be trailing only 9-0, but the Gators were on the prowl and looking to capitalize on another Winston turnover. Taking the ball over at FSU's nine-yard line, the Seminoles seemed poised to yet again dig themselves in another hole....Read more
We continue our series on the Top 5 Moments of FSU's 2014 season.
Rashad Greene's clutch catch came in at No. 5 yesterday, and today we stretch the rules a little to focus on two key plays by the same player.
No. 4: Dalvin Cook breaks off a pair of game-winning runs
Freshman running back Dalvin Cook let all of college football know he had arrived with two phenomenal runs during a three-week stretch in the later part of the year.
At the same time, he may have salvaged FSU's season.
First came his game-clincher against Louisville on Oct. 30. The Seminoles trailed 21-0 but battled back thanks to timely touchdowns from freshmen – like Cook and WRs Emron Lane and Travis Rudolph. FSU took and then lost the lead in the fourth quarter.
Down 31-28 in the final minutes of the contest,Read more
Oregon will be faced with the daunting task of stopping a potent FSU offense without starting CB Ifo Ekpre-Olomu, who suffered a severe knee injury during practice earlier this week.
The consensus All-American and Thorpe Award finalist will surely be missed by the Ducks as they face the Seminoles in the semifinal on Jan. 1. Ekpre-Olomu was the leader on defense, and was expected to be dealt the role of covering FSU's Rashad Greene, one of the best wide receivers in college football. But now that weight will be placed on someone else's shoulders.
Ekpre-Olomu had 63 tackles – one for a loss, two interceptions, 11 passes defended, nine pass breakups and a forced fumble this season, before his injury. Lots of production – and leadership doesn't find its way onto the stat sheet.
"At the end of the day, I don't wish that on no one and I wanted to compete against someone that's considered to be the best," Greene said. "So I'm sad that happened, but it doesn't change what our thought process...Read more
The road to the Rose Bowl has been an arduous one for FSU.
While the Seminoles' record is perfect, the season has been anything but that. Playing with the burden of defending a national championship while dealing with numerous off-field distractions, the Seminoles have made it to the College Football Playoff as the only unbeaten team in the country but have nearly seen their championship dreams dashed on numerous occasions.
In a season filled with plenty of drama, we thought it would be fitting to recount how FSU got to this point with the Top 5 Moments of the 2014 season.
With no shortage of memorable plays, whittling down the list was no easy task. There will be omissions – like Karlos Williams' touchdown reception off a deflection against Miami, Jameis Winston's touchdown run against Oklahoma State or FSU's fourth-down stop against Clemson in overtime. Our criteria was simply not just to pick the best plays, but the ones that held the most significance en route to FSU's 13-0 record....Read more
FSU coach Jimbo Fisher has reportedly been rewarded with a contract extension for a second season in a row.
FSU is expected to announce a new agreement that will make Fisher one of college football's highest-paid coaches, according to a report from Warchant.
Fisher signed a five-year contract extension last December that averaged out to $3,7650,000 annually before bonuses. The contract was largely incentive-based and also included a $500,000 raise to spread out among his assistant coaches.
Fisher is the country's 14th highest-paid coach in the country this season, according to USA Today.
The new deal, according to Warchant, calls for Fisher's salary to be in the top five among head coaches, which means he would make at least $5 million annually.
Fisher is 58-10 as FSU's head coach and has led the Seminoles to a 29-game win streak.
Email Brendan at firstname.lastname@example.com. Follow Brendan's FSU coverage on Twitter at @OSFSURead more


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Diana Instant Hawaii Part 2
Another round of instant Diana photos from Hawaii. Most of these I give away as a part of my ongoing interactive art. Gearing up for the launch of Dave K's Instant Film Database.This photo was shot on film. Taken by davekupferberg with a Lomography Diana F+ Instant Back (Accessories) (available in our Online Shop) loaded with Fuji Instax Mini film in Lahaina, HI, United States. These tags describe this photo: hawaii, maui, and instant. Date: 2012. This photo can also be found in the album Diana Instant Hawaii Part 2.
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These are originally came from Germany and we have a lot of stocks, not just a set of knives but also spoon, forks, frying pan and cosmetic tools are also available... Solingen is our product and it is also known in Germany, these tools are not machine made, these are handmade, the most durable that you would ever have...
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Israel Hernandez: One Year Later, Still No Answers
By Michael E. Miller
Five Reasons Miami Heat Fans Deserve Respect
By Ryan Yousefi
FL Doctors Comes Out Against Medical Marijuana
By Kyle Munzenrieder
All Aboard Florida New Images of Miami Station
By Sabrina Rodriguez
Miami VA Director Responds To Neglect Scandal
By Michael E. Miller
Miami artist AholSniffsGlue Sues American Eagle
By Carlos Suarez De Jesus
2 Live Crew's Legal Fight Is Still Vital 25 Years Later
By Luther Campbell
Report: 90 Percent of Condo Buyers Are Foreigners
By Kyle Munzenrieder
The rusted prow of a 35-foot boat juts from Maul Lake, a placid pool just a stone's throw from Biscayne Boulevard and 163rd Street. Its windows are shattered, its hull is tangled in reeds, and its roof is streaked with lime green spray paint.
Somebody decided it was easier to abandon ship than to keep paying thousands in docking fees and maintenance.
"That was someone's dream," says Ofcr. Jorge Pino, an agent with the Florida Fish and Wildlife Conservation Commission. "Someone probably dumped their life savings into that vessel."
The state has already identified 1,500 derelict boats around Florida this year — and the problem will likely worsen until the economy recovers. Officers will remove 20 junked boats around Miami-Dade by June.
It's bad news for taxpayers. Boat recovery operations cost hundreds of thousands of dollars each. The state legislature recently granted $1.5 million to Fish and Wildlife to deal with the problem — but it might not be enough.
Plus the wrecks threaten shipping lanes and pollute waterways. "We wish boat owners would simply be responsible for their vessels," Pino says. "Don't burden me and the taxpayers of Florida with having to pay to fix your mess."
Pino's agency tries to track down the marine scofflaws. The agency has six full-time officers investigating derelict boat cases. One is based here. Each boat bears an identification number that officers can use to find owners. Those who are caught face misdemeanor charges and fines equal to the cost of removing the boat.
But many file off the ID number and remove the boat's name before scuttling. Pino is philosophical as he ponders the Maul Lake abandoned ship: "You probably could have even lived on that boat in better times."
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Friday/Weekend Thread
Find a Conversation
|Fri, 06-14-2013 - 9:02am
Good morning ladies, its Friday, how does everyone plan to spend the weekend?? Anything special for Father's Day?
|Fri, 06-14-2013 - 12:06pm
Hello ladies. Not a lot going on here, hopefully its a quiet relaxing weekend. Jordyn is still gone, will be back on Monday and DH is back up on call this weekend, which means he'll work at least part of the weekend I am sure. Hoping to hear back about my truck today, but not holding my breath... The little ones have swim lessons in the morning and then we'll head over to the farmers market. We'll hit the pool also at one point, or maybe both days, we'll see, along with groceries, and cleaning.
|Sat, 06-15-2013 - 12:48am
Hi all, between the log-in problems and a very stressful work situation I have laying low for awhile. Congrats to all the graduates and to Zeph on his showing at the history bee. The kids have been out since June 5th. They needed a few days to unwind after finals. DS Is heading out tomorrow for a week of service with a group of students from his school. DD will be working VBS next week. They have a number of activities going on to keep them busy through the summer. DS is helping me do some home improvement projects to earn his spending money. A bunch of stuff out of the realm of regular chores. DH Is swamped at work and I can do most of it, just need a little help. DD at a dance convention this weekend. She went with another family, I took their daughter last year and she volunteered this year. I will be spending Father's Day on my own, DH will be headed out on a work trip and the kids will be gone. We plan to celebrate next weekend. Hope everyone has a chance to relax.
|Mon, 06-17-2013 - 9:42am
|Mon, 06-17-2013 - 12:39pm
I got a call yesterday through the sub system for an aid looking for a sub in July, so I guess that means I have a job for the summer, totally caught me by surprise. We ll see if I can pick up a few days here and there. As things stand right now i think next school year will be pretty similar to this. i will teach an intervention class 2days a week and then sub teach 3days a week.If funding changes i will have more intervention days.
We are trying to refinance this house so I have a bunch of projects going on in hope of trying to increase the values a bit. I have to call the tile guy and get him lined up for next week. Otherwise a pretty low key summer, we plan to go on a little vacation in July, remains to be seen depends on DH and work.


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Percona Server's "crash-resistant replication" feature is useful in versions 5.1 through 5.5. However, in Percona Server 5.6 it's replaced with Oracle MySQL 5.6's "crash safe replication" feature, which has it's own implementation (you can read more about it here). A MySQL slave normally stores its position in files master.info and relay-log.info which are updated by […]
Search Results for: using multiple mysql versions
MySQL 5.6 vs MySQL 5.5 and the Star Schema Benchmark
So far most of the benchmarks posted about MySQL 5.6 use the sysbench OLTP workload. I wanted to test a set of queries which, unlike sysbench, utilize joins. I also wanted an easily reproducible set of data which is more rich than the simple sysbench table. The Star Schema Benchmark (SSB) seems ideal for this. […]
Using MySQL Sandbox with Percona Server
One of the most useful tools if you're working with multiple versions of MySQL Servers is MySQL Sandbox which allows you to maintain many different versions of MySQL, Percona Server, MariaDB. If you're just working with single sandbox you can just use MySQL Sandbox in its most basic way and it will work:
root@smt2:~/sandboxes# make_sandbox /tmp/Percona-Server-5.5.29-rel29.4-401.Linux.x86_64.tar.gz
unpacking /tmp/Percona-Server-5.5.29-rel29.4-401.Linux.x86_64.tar.gz
Executing low_level_make_sandbox --basedir=/tmp/5.5.29 \
--sandbox_directory=msb_5_5_29 \
--install_version=5.5 \
--sandbox_port=5529 \
--no_ver_after_name \
no_run =
no_show =
do you agree? ([Y],n) Y
loading grants
... sandbox server started
Your sandbox server was installed in $HOME/sandboxes/msb_5_5_29
However […]
MySQL Upgrade Webinar Questions Followup
I did a Webinar about MySQL Upgrade – Best Practices Yesterday and there were some questions we could not answer during Webinar, following Jay's Lead I decided to post them as a Blog Post. Q: Can you go directly MySQL 5.0 to 5.5 for MyISAM tables? MyISAM have not been getting any significant development since […]
Getting MySQL Core file on Linux
Core file can be quite helpful to troubleshoot MySQL Crashes yet it is not always easy to get, especially with recent Linux distributions which have security features to prevent core files to be dumped by setuid processes (and MySQL Server is most commonly ran changing user from "root" to "mysql"). Before you embark on enabling […]
Multiple purge threads in Percona Server 5.1.56 and MySQL 5.6.2
Part of the InnoDB duties, being an MVCC-implementing storage engine, is to get rid of–purge–the old versions of the records as they become obsolete. In MySQL 5.1 this is done by the master InnoDB thread. Since then, InnoDB has been moving towards the parallelized purge: in MySQL 5.5 there is an option to have a […]
MySQL Connection Timeouts
Sometimes on very busy MySQL server you will see sporadic connection timeouts, such as Can't connect to MySQL server on 'mydb' (110). If you have connects timed in your application you will see some successful connections taking well over the second. The problem may start very slow and be almost invisible for long time, for […]
The Doom of Multiple Storage Engines
One of the big "Selling Points" of MySQL is support for Multiple Storage engines, and from the glance view it is indeed great to provide users with same top level SQL interface allowing them to store their data many different way. As nice as it sounds the in theory this benefit comes at very significant […]
Crashes while using MyISAM with multiple key caches
Over last couple of years I have ran into random MySQL crashes in production when multiple key caches were used. Unfortunately this never was frequent or critical enough issue so I could spend time creating repeatable test case and search of the bug in the MySQL database did not find anything. Recently we had this […]
MySQL Users Conference Presentation Proposals
OK, I am not getting too much people feedback on what would they like to hear about on MySQL Users Conference, so I went ahead and submitted few presentation ideas. I do not expect all of them would be accepted, furthermore it would be hard to prepare so many good presentations if they are so […]


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'I Hope He Finds Love': Keri Hilson On Kanye's Rumored Romance With Kim Kardashian (EXCLUSIVE)
Rumors were swirling back in 2010 that R&B singer Keri Hilson was dating Kanye West, who she's collaborated with on several occasions. Now in 2012, the rapper is reported to be seeing Kim Kardashian, 31, and Keri tells Celebuzz she's happy for her old friend.
Keri -- who stars in Think Like a Man, in theaters April 20 -- admitted, "I do love Kanye and I hope that he does find love. I love him as a friend, as a person, he's a really good guy and a great, amazing genius artists."
The "Pretty Girl Rock" singer, 29, added, "I do hope that he finds love. Just wishing him some happiness in whoever he find in."
"Honestly, we've known Kanye forever. He's been a great family friend. I love Kanye. I don't know what happens with Kim. I love Kanye. I think they're cute together," she disclosed. "I've said that but honey, I don't know you got to get her on the show and ask. Why don't you get them both on the show ask them together."
The outspoken Keeping Up With the Kardashians star approves, but do you? Let us know, below.


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