Note 8 - Non-Wholly Owned Entities

3 Months Ended

Mar. 31, 2013

Noncontrolling Interest Disclosure [Text Block]

Note 8 - Non-Wholly Owned Entities

Variable Interest Entities

On a quarterly basis, we evaluate all of our ownership interests to determine if they represent a VIE as defined by the authoritative accounting guidance on consolidation, and if so, which party is the primary beneficiary. We have determined that SouthStar, a joint venture owned by us and Piedmont, is our only VIE for which we are the primary beneficiary, which requires us to consolidate its assets, liabilities and Statements of Income. See Note 10 to our Consolidated Financial Statements and related notes included in Item 8 of our 2012 Form 10-K. Earnings from SouthStar in 2013 and 2012 were allocated entirely in accordance with the ownership interests.

SouthStar markets natural gas and related services under the trade name Georgia Natural Gas to retail customers primarily in Georgia, under various other trade names to retail customers in Ohio, Florida and New York and to commercial and industrial customers in the southeastern United States.

During the three months ended March 31, 2013, there have been no significant changes to the primary risks associated with SouthStar as discussed in our risk factors included in Item 1A of our 2012 Form 10-K.

SouthStar’s financial results are seasonal in nature, with business depending to a great extent on the first and fourth quarters of each year. SouthStar’s current assets consist primarily of natural gas inventory, derivative instruments and receivables from its customers. SouthStar also has receivables from us due to its participation in AGL Capital’s commercial paper program. See Note 2 for additional discussions of SouthStar’s inventories. SouthStar’s restricted assets consist of customer deposits and were immaterial as of March 31, 2013 and 2012. SouthStar’s current liabilities consist primarily of accrued natural gas costs, other accrued expenses, customer deposits, derivative instruments and payables to us from its participation in AGL Capital’s commercial paper program.

SouthStar’s other contractual commitments and obligations, including operating leases and agreements with third party providers, do not contain terms that would trigger material financial obligations in the event that such contracts were terminated. As a result, our maximum exposure to a loss at SouthStar is considered to be immaterial. SouthStar’s creditors have no recourse to our general credit beyond our corporate guarantees that we have provided to SouthStar’s counterparties and natural gas suppliers. We have provided no financial or other support that was not previously contractually required. With the exception of our corporate guarantees, we have not entered into any arrangements that could require us to provide financial support to SouthStar.

Price and volume fluctuations of SouthStar’s natural gas inventories can cause significant variations in our working capital and cash flow from operations. Changes in our operating cash flows are also attributable to SouthStar’s working capital changes resulting from the impact of weather, the timing of customer collections, payments for natural gas purchases and cash collateral amounts that SouthStar maintains to facilitate its derivative instruments.

Cash flows used in our investing activities include capital expenditures for SouthStar of $1 million for the three months ended March 31, 2013 and 2012, and $1 million for the year ended December 31, 2012. Cash flows used in our financing activities include SouthStar’s distribution to Piedmont for its portion of SouthStar’s annual earnings from the previous year. Generally, this distribution occurs in the first quarter of each fiscal year. For the three months ended March 31, 2013, SouthStar distributed $17 million to Piedmont and $14 million during the same period last year. The increase of $3 million was primarily the result of increased earnings year-over-year.

The following table provides additional information on SouthStar’s assets and liabilities as of the dates presented, which are consolidated within our unaudited Condensed Consolidated Statements of Financial Position. The SouthStar balances do not include intercompany eliminations or the balances of our wholly owned subsidiary with an 85% ownership interest in SouthStar.

	March 31, 2013						December 31, 2012						March 31, 2012
In millions	Consolidated		SouthStar				Consolidated		SouthStar				Consolidated		SouthStar
Current assets	$	2,361	$	143	6	%	$	2,668	$	201	8	%	$	2,022	$	149	7	%
Long-term assets and other deferred debits		11,579		10	-			11,473		10	-			11,217		9	-
Total assets	$	13,940	$	153	1	%	$	14,141	$	211	1	%	$	13,239	$	158	1	%
Current liabilities	$	3,060	$	51	2	%	$	3,338	$	62	2	%	$	2,348	$	52	2	%
Long-term liabilities and other deferred credits		7,339		-	-			7,368		-	-			7,465		-	-
Total Liabilities		10,399		51	1			10,706		62	1			9,813		52	1
Equity		3,541		102	3			3,435		149	4			3,426		106	3
Total liabilities and equity	$	13,940	$	153	1	%	$	14,141	$	211	1	%	$	13,239	$	158	1	%

The following table provides additional information on SouthStar’s revenues and expenses for the three months ended March 31, 2013 and 2012, which are consolidated within our unaudited Condensed Consolidated Statements of Income.

In millions	2013		2012
Operating revenues	$	250	$	215
Operating expenses
Cost of goods sold		164		133
Operation and maintenance		18		19
Depreciation and amortization		1		-
Taxes other than income taxes		-		1
Total operating expenses		183		153
Operating income	$	67	$	62

Equity Method Investments

Income from our equity method investments is classified as other income in our unaudited Condensed Consolidated Statements of Income. For the three months ended March 31, 2013, this included investment income from Triton of $2 million and $1 million of investment income from our other equity method investments. For the three months ended March 31, 2012, this included $3 million of investment income from Triton and an immaterial amount of investment income from our other equity method investments. For more information about our equity method investments, see Note 10 to our Consolidated Financial Statements under Item 8 included in our 2012 Form 10-K.