XML 63 R24.htm IDEA: XBRL DOCUMENT v3.8.0.1
UNCONSOLIDATED AFFILIATES (Notes)
12 Months Ended
Dec. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]  
UNCONSOLIDATED AFFILIATES
UNCONSOLIDATED AFFILIATES

Investments in Unconsolidated Affiliates - The following table sets forth our investments in unconsolidated affiliates for the periods indicated:
 
 
Net
Ownership
Interest
 
December 31,
2017
 
December 31,
2016
 
 
 
 
(Thousands of dollars)
Northern Border Pipeline
 
50%
 
$
396,800

 
$
328,456

Overland Pass Pipeline Company
 
50%
 
436,111

 
444,138

Roadrunner Gas Transmission
 
50%
 
93,048

 
94,548

Other
 
Various
 
77,197

 
91,665

Investments in unconsolidated affiliates (a)
 
$
1,003,156

 
$
958,807


(a) - Equity-method goodwill (Note A) was $38.8 million and $40.1 million at December 31, 2017 and 2016, respectively.

Equity in Net Earnings from Investments and Impairments - The following table sets forth our equity in net earnings from investments for the periods indicated:
 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
 
 
(Thousands of dollars)
Northern Border Pipeline
 
$
68,153

 
$
69,990

 
$
66,941

Overland Pass Pipeline Company
 
60,067

 
53,984

 
37,783

Roadrunner Gas Transmission

 
19,150

 
4,445

 
1,800

Other
 
11,908

 
11,271

 
18,776

Equity in net earnings from investments
 
$
159,278

 
$
139,690

 
$
125,300

Impairment of equity investments
 
$
(4,270
)
 
$

 
$
(180,583
)


Impairment Charges - In the third quarter 2017, following a review of nonstrategic assets for potential divestiture, we recorded $4.3 million of noncash impairment charges related to a nonstrategic equity investment located in Oklahoma, which was later sold.

In 2015, due to the continued and greater than expected decline in volumes gathered in the dry natural gas area of the Powder River Basin and our decision to cease operations of our wholly owned coal-bed methane natural gas gathering system in 2016, we recorded noncash impairment charges of $180.6 million in 2015 related to our Bighorn Gas Gathering, Fort Union Gas Gathering and Lost Creek Gathering Company equity investments.

Unconsolidated Affiliates Financial Information - The following tables set forth summarized combined financial information of our unconsolidated affiliates for the periods indicated:
 
 
December 31,
2017
 
December 31,
2016
 
 
(Thousands of dollars)
Balance Sheet
 
 
 
 
Current assets
 
$
151,907

 
$
143,317

Property, plant and equipment, net
 
$
2,490,692

 
$
2,579,607

Other noncurrent assets
 
$
14,793

 
$
20,784

Current liabilities
 
$
70,434

 
$
77,388

Long-term debt
 
$
479,050

 
$
649,539

Other noncurrent liabilities
 
$
53,830

 
$
69,265

Accumulated other comprehensive loss
 
$
(9,946
)
 
$
(7,450
)
Owners’ equity
 
$
2,064,024

 
$
1,954,966

 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
 
 
(Thousands of dollars)
Income Statement
 
 
 
 
 
 
Operating revenues
 
$
639,102

 
$
578,542

 
$
524,496

Operating expenses (a)
 
$
277,121

 
$
260,753

 
$
304,930

Net income (a)
 
$
347,692

 
$
293,921

 
$
200,064

 
 
 
 
 
 
 
Distributions paid to us
 
$
196,114

 
$
196,717

 
$
155,918

(a) Includes long-lived asset impairment charges in 2015.

We incurred expenses in transactions with unconsolidated affiliates of $156.1 million, $140.3 million and $104.7 million for 2017, 2016 and 2015, respectively, primarily related to Overland Pass Pipeline Company and Northern Border Pipeline. Accounts payable to our equity-method investees at December 31, 2017 and 2016, was $13.6 million and $11.1 million, respectively.

Northern Border Pipeline - The Northern Border Pipeline partnership agreement provides that distributions to Northern Border Pipeline’s partners are to be made on a pro rata basis according to each partner’s percentage interest. The Northern Border Pipeline Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distribution policy of Northern Border Pipeline requires the unanimous approval of the Northern Border Pipeline Management Committee. Cash distributions are equal to 100 percent of distributable cash flow as determined from Northern Border Pipeline’s financial statements based upon EBITDA less interest expense and maintenance capital expenditures. Loans or other advances from Northern Border Pipeline to its partners or affiliates are prohibited under its credit agreement. In 2017, we made an equity contribution of $83 million to Northern Border Pipeline.

Under the terms of settlement with shippers in 2012, Northern Border Pipeline was required to file a rate case by January 1, 2018. In December 2017, Northern Border Pipeline entered into a settlement with shippers that was approved by the FERC in February 2018. The settlement provides for tiered rate reductions beginning January 1, 2018, that will reduce rates 12.5 percent by January 2020 compared with previous rates and requires new rates to be established by January 2024. We do not expect the resulting decrease in equity earnings and cash distributions from Northern Border Pipeline to be material to us.

Overland Pass Pipeline Company - The Overland Pass Pipeline Company limited liability company agreement provides that distributions to Overland Pass Pipeline Company’s members are to be made on a pro rata basis according to each member’s percentage interest. The Overland Pass Pipeline Company Management Committee determines the amount and timing of such distributions. Any changes to, or suspension of, the cash distributions from Overland Pass Pipeline Company requires the unanimous approval of the Overland Pass Pipeline Management Committee. Cash distributions are equal to 100 percent of available cash as defined in the limited liability company agreement.

Roadrunner Gas Transmission - In March 2015, we entered into a 50-50 joint venture with a subsidiary of Fermaca, a Mexico City-based natural gas infrastructure company, to construct the Roadrunner pipeline to transport natural gas from the Permian Basin in West Texas to the Mexican border near El Paso, Texas. We contributed $4 million and $65 million to Roadrunner in 2017 and 2016, respectively.

The Roadrunner limited liability company agreement provides that distributions to members are made on a pro rata basis according to each member’s ownership interest. As the operator, we have been delegated the authority to determine such distributions in accordance with, and on the frequency set forth in, the Roadrunner limited liability company agreement. Cash distributions are equal to 100 percent of available cash, as defined in the limited liability company agreement.

We have an operating agreement with Roadrunner that provides for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments from Roadrunner included in operating income in our Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015, were not material.