Exhibit 99.3
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Our
primary market risk is the risk related to changes in the prices of natural gas and NGLs. In
addition, we are also exposed to the risk of changes in interest rates on our floating rate debt.
Interest Rate Risk
We are exposed to interest rate risk on our variable rate bank credit facility. At December
31, 2008 and 2007, our bank credit facility had outstanding borrowings of $784.0 million and $734.0
million, respectively, which approximated fair value. We manage a portion of our interest rate
exposure on our variable rate debt by utilizing interest rate swaps, which allow us to convert a
portion of variable rate debt into fixed rate debt. In January 2008, we amended our existing
interest rate swaps covering $450.0 million of the variable rate debt to extend the period by one
year (coverage periods end from November 2010 through October 2011) and reduce the interest rates
to a range of 4.38% to 4.68%. In September 2008, we entered into additional interest rate swaps
covering the $450.0 million that converted the floating rate portion of the original swaps from
three month LIBOR to one month LIBOR. In addition, we entered into one new interest rate swap in
January 2008 covering $100.0 million of the variable rate debt for a period of one year at an
interest rate of 2.83%. As of December 31, 2008, the fair value of these interest rate swaps was
reflected as a liability of $35.5 million ($17.1 million in net current liabilities and $18.4
million in long-term liabilities) on our financial statements. We estimate that a 1% increase or
decrease in the interest rate would increase or decrease the fair value of these interest rate
swaps by approximately $22.4 million. Considering the interest rate swaps and the amount
outstanding on our bank credit facility as of December 31, 2008, we estimate that a 1% increase or
decrease in the interest rate would change our annual interest expense by approximately $2.3
million for periods when the entire portion of the $550.0 million of interest rate swaps are
outstanding and $7.8 million for annual periods after 2011 when all the interest rate swaps lapse.
At December 31, 2008 and 2007, we had total fixed rate debt obligations of $479.7 million and
$489.1 million, respectively, consisting of our senior secured notes with a weighted average
interest rate of 8.0%. The fair value of these fixed rate obligations was approximately $374.4
million and $500.5 million as of December 31, 2008 and 2007, respectively. We estimate that a 1%
increase or decrease in interest rates would increase or decrease the fair value of the fixed rated
debt (our senior secured notes) by $15.2 million based on the debt obligations as of December 31,
2008.
Commodity Price Risk
We are subject to significant risks due to fluctuations in commodity prices. Our direct
exposure to these risks is primarily in the gas processing component of our business. We currently
process gas under three main types of contractual arrangements:
1. Processing margin contracts: Under this type of contract, we pay the producer for the
full amount of inlet gas to the plant, and we make a margin based on the difference between the
value of liquids recovered from the processed natural gas as compared to the value of the natural
gas volumes lost (shrink) in processing. Our margins from these contracts are high during
periods of high liquids prices relative to natural gas prices, and can be negative during periods
of high natural gas prices relative to liquids prices. However, we mitigate our risk of
processing natural gas when our margins are negative under our current processing margin
contracts primarily through our ability to bypass processing when it is not profitable for us, or
by contracts that revert to a minimum fee for processing if the natural gas must be processed to
meet pipeline quality specifications.
2. Percent of liquids contracts: Under these contracts, we receive a fee in the form of a
percentage of the liquids recovered, and the producer bears all the cost of the natural gas
shrink. Therefore, our margins from these contracts are greater during periods of high liquids
prices. Our margins from processing cannot become negative under percent of liquids contracts,
but do decline during periods of low NGL prices.
3. Fee based contracts: Under these contracts we have no commodity price exposure and are
paid a fixed fee per unit of volume that is processed.
Gas processing margins by contract types and gathering and transportation margins as a percent
of total gross margin for the comparative year-to-date periods are as follows:
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Years Ended December 31, |
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2008 |
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2007 |
Gathering and transportation margin |
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57.6 |
% |
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45.1 |
% |
Gas processing margins: |
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Processing margin |
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15.4 |
% |
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16.8 |
% |
Percent of liquids |
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17.9 |
% |
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28.1 |
% |
Fee based |
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9.1 |
% |
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10.0 |
% |
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Total gas processing |
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42.4 |
% |
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54.9 |
% |
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Total |
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100.0 |
% |
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100.0 |
% |
We have hedges in place at December 31, 2008 covering a portion of the liquids volumes we
expect to receive under percent of liquids (POL) contracts as set forth in the following table. The
relevant payment index price is the monthly average of the daily closing price for deliveries of
commodities into Mont Belvieu, Texas as reported by the Oil Price Information Service (OPIS).
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Notional |
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Fair Value |
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Period |
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Underlying |
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Volume |
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We Pay |
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We Receive |
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Asset/(Liability) |
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(In thousands) |
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January 2009-December 2009 |
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Ethane |
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114(MBbls) |
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Index |
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$0.760 - $0.8275/gal |
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$ |
1,751 |
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January 2009-December 2009 |
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Propane |
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113(MBbls) |
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Index |
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$1.39 - $1.46/gal |
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3,577 |
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January 2009-December 2009 |
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Iso Butane |
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31(MBbls) |
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Index |
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$1.7375 - $1.78/gal |
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1,222 |
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January 2009-December 2009 |
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Normal Butane |
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37(MBbls) |
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Index |
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$1.705- $1.765/gal |
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1,475 |
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January 2009-December 2009 |
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Natural Gasoline |
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86(MBbls) |
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Index |
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$2.1275-$2.1575/gal |
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4,553 |
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$ |
12,578 |
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We have hedged our exposure to declines in prices for a portion of the NGL volumes produced
for our account. The NGL volumes hedged, as set forth above, focus on our POL contracts. The
portion of the POL exposure that we hedge is based on volumes we consider hedgeable (volumes
committed under contracts that are long term in nature) versus total POL volumes that include
volumes that may fluctuate due to contractual terms, such as contracts with month to month
processing options. We have hedged 44% of our hedgeable volumes at risk through the end of 2009
(20% of our total volumes at risk through the end of 2009). We currently have not hedged any of our
processing margin volumes for 2009.
We are also subject to price risk to a lesser extent for fluctuations in natural gas prices
with respect to a portion of our gathering and transport services. Approximately 3.0% of the
natural gas we market is purchased at a percentage of the relevant natural gas index price, as
opposed to a fixed discount to that price. As a result of purchasing the natural gas at a
percentage of the index price, our resale margins are higher during periods of high natural gas
prices and lower during periods of lower natural gas prices. We have hedged 34% of our natural gas
volumes at risk through the end of 2009.
Set forth in the table below is the volume of the natural gas purchased and sold at a fixed
discount or premium to the index price and at a percentage discount or premium to the index price
for our principal gathering and transmission systems and for our commercial services business for
the year ended December 31, 2008.
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Years Ended December 31, 2008 |
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Gas Purchased |
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Gas Sold |
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Fixed |
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Fixed |
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Amount |
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Percentage of |
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Amount |
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Percentage of |
Asset or Business |
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to Index |
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Index |
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to Index |
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Index |
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(In thousands of MMBtus) |
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LIG system(2) |
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248,715 |
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3,955 |
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252,670 |
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North Texas system |
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84,311 |
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4,577 |
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88,889 |
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Other assets and activities(1) |
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78,374 |
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2,160 |
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52,511 |
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1) |
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Gas sold is less than gas purchased due to production of NGLs on some
of the assets included in the south Texas system and other assets. |
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2) |
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LIG plants purchase the gathering system plant thermal reduction (PTR). |
Another price risk we face is the risk of mismatching volumes of gas bought or sold on a
monthly price versus volumes bought or sold on a daily price. We enter each month with a balanced
book of natural gas bought and sold on the same basis. However, it is
normal to experience fluctuations in the volumes of natural gas bought or sold under either basis,
which leaves us with short or long positions that must be covered. We use financial swaps to
mitigate the exposure at the time it is created to maintain a balanced position.
Our primary commodity risk management objective is to reduce volatility in our cash flows. We
maintain a risk management committee, including members of senior management, which oversees all
hedging activity. We enter into hedges for natural gas and NGLs using over-the-counter derivative
financial instruments with only certain well-capitalized counterparties which have been approved by
our risk management committee.
The use of financial instruments may expose us to the risk of financial loss in certain
circumstances, including instances when (1) sales volumes are less than expected requiring market
purchases to meet commitments or (2) our counterparties fail to purchase the contracted quantities
of natural gas or otherwise fail to perform. To the extent that we engage in hedging activities we
may be prevented from realizing the benefits of favorable price changes in the physical market.
However, we are similarly insulated against unfavorable changes in such prices.
As of December 31, 2008, outstanding natural gas swap agreements, NGL swap agreements, swing
swap agreements, storage swap agreements and other derivative instruments were a net fair value
asset of $16.0 million. The aggregate effect of a hypothetical 10% increase in gas and NGLs prices
would result in a decrease of approximately $1.4 million in the net fair value asset of these
contracts as of December 31, 2008.