10-Q 1 kpop3q04.txt KPOP FORM 10-Q 3RD QTR 2004 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-44634 KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. (Exact name of registrant as specified in its charter) DELAWARE 75-2287683 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2435 North Central Expressway Richardson, Texas 75080 (Address of principal executive offices, including zip code) (972) 699-4062 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- --------- Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No --------- --------- -------------------------------------------------------------------------------- KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2004 --------------------------------------------------------------------------------

Page No. Part I. Financial Information Item 1. Financial Statements (Unaudited) Consolidated Statements of Income - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2004 and 2003 1 Condensed Consolidated Balance Sheets - ~~June~~September 30, 2004 and December 31, 2003 2 Condensed Consolidated Statements of Cash Flows - ~~Six~~Nine Months Ended ~~June~~September 30, 2004 and 2003 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosure About Market Risk 2324 Item 4. Controls and Procedures 2324 Part II. Other Information Item 6. Exhibits ~~and Reports on Form 8-K 24~~25

KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In Thousands) (Unaudited) --------------------------------------------------------------------------------

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 -------------- ------------- ------------- -------------- Revenues: Services $ 9495,~~058~~898 $ 89,~~461~~539 $ ~~184~~280,~~756~~654 $ ~~176~~265,~~155~~694 Products 5971,~~900~~770 5750,~~487~~865 ~~115~~187,~~615~~385 ~~111~~162,~~550~~415 -------------- ------------- ------------- -------------- Total revenues ~~153~~167,~~958~~668 ~~146~~140,~~948~~404 ~~300~~468,~~371~~039 ~~287~~428,~~705~~109 -------------- ------------- ------------- -------------- Costs and expenses: Cost of products sold 5565,~~167~~996 5146,~~314~~835 ~~106~~172,~~206~~202 99146,~~200~~035 Operating costs 4346,~~105~~407 42,~~740~~366 86132,~~315~~722 83125,~~198~~564 Depreciation and amortization 1314,~~729~~050 13,~~604~~188 2741,~~627~~677 2639,~~626~~814 General and administrative 67,~~307~~069 65,~~249~~999 1219,~~011~~080 1218,~~042~~041 -------------- ------------- ------------- -------------- Total costs and expenses ~~118~~133,~~308~~522 ~~113~~108,~~907~~388 ~~232~~365,~~159~~681 ~~221~~329,~~066~~454 -------------- ------------- ------------- -------------- Operating income 3534,~~650~~146 3332,~~041~~016 68102,~~212~~358 6698,~~639~~655 Interest and other income 35125 143 40165 89132 Interest expense (10,~~512~~719) (810,~~903~~660) (2031,~~948~~667) (1728,~~518~~178) -------------- ------------- ------------- -------------- Income before income taxes and cumulative effect of change in accounting principle 2523,~~173~~552 2421,~~139~~399 4770,~~304~~856 4970,~~210~~609 Income tax expense (~~642~~1,261) (1,~~310~~076) (13,~~794~~055) (23,~~739~~815) -------------- ------------- ------------- -------------- Income before cumulative effect of change in accounting principle 2422,~~531~~291 2220,~~829~~323 4567,~~510~~801 4666,~~471~~794 Cumulative effect of change in accounting principle - adoption of new accounting standard for asset retirement obligations - - - (1,593) -------------- ------------- ------------- -------------- Net income $ 2422,~~531~~291 $ 2220,~~829~~323 $ 4567,~~510~~801 $ 4465,~~878~~201 ============== ============= ============= ==============

See notes to consolidated financial statements. 1 KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) --------------------------------------------------------------------------------

~~June~~September 30, December 31, 2004 2003 ----------------- ------------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3946,~~596~~646 $ 38,626 Accounts receivable 5963,~~295~~071 51,864 Inventories 1411,~~167~~291 9,324 Prepaid expenses and other 118,~~637~~341 9,205 --------------- --------------- Total current assets ~~124~~129,~~695~~349 109,019 --------------- --------------- Property and equipment 1,~~385~~421,~~315~~928 1,360,319 Less accumulated depreciation ~~272~~286,~~486~~268 247,349 --------------- --------------- Net property and equipment 1,~~112~~135,~~829~~660 1,112,970 --------------- --------------- Investment in affiliates 2526,~~953~~277 25,456 Excess of cost over fair value of net assets of acquired businesses and other assets 1718,~~299~~990 17,237 --------------- --------------- $ 1,~~280~~310,~~776~~276 $ 1,264,682 =============== =============== LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 38,~~572~~830 $ 27,941 Accrued expenses 3835,~~257~~771 35,673 Accrued distributions payable 26,~~950~~960 26,344 Accrued interest payable 8,~~403~~716 9,297 Deferred terminaling fees 8,~~067~~669 7,061 Payable to general partner 34,~~048~~321 3,630 --------------- --------------- Total current liabilities 123,~~297~~267 109,946 --------------- --------------- Long-term debt ~~629~~662,~~887~~191 617,696 Other liabilities and deferred taxes 43,~~996~~928 43,451 Commitments and contingencies Partners' capital ~~483~~480,~~596~~890 493,589 --------------- --------------- $ 1,~~280~~310,~~776~~276 $ 1,264,682 =============== ===============

See notes to consolidated financial statements. 2 KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) --------------------------------------------------------------------------------

~~Six~~Nine Months Ended ~~June~~September 30, ---------------------------------------- 2004 2003 ------------- -------------- Operating activities: Net income $ 4567,~~510~~801 $ 4465,~~878~~201 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2741,~~627~~677 2639,~~626~~814 Equity in earnings of affiliates, net of distributions (~~497~~821) ~~(343)~~123 Deferred income taxes ~~(230)~~112 12,~~916~~361 ~~Gain on sale of assets (792) -~~ Cumulative effect of change in accounting principle - 1,593 Changes in working capital components (1451 5,~~905)~~540 ~~148~~ ------------- -------------- Net cash provided by operating activities 69109,~~713~~220 74114,~~818~~632 ------------- -------------- Investing activities: ~~Capital~~Acquisitions, ~~expenditures~~net of cash acquired (1741,~~340~~066) (221,~~512~~644) ~~Acquisitions~~Capital expenditures (1225,~~478~~754) -(32,053) Other (~~737~~287) ~~154~~(2,242) ------------- -------------- Net cash used in investing activities (3067,~~555~~107) (2235,~~358~~939) ------------- -------------- Financing activities: Issuance of debt 1445,~~500~~545 286,~~377~~360 ~~Payments~~Payment of debt - (382,831) Distributions (5279,~~688~~638) (4671,~~769~~899) Net proceeds from issuance of units by KPP - 109,056 ------------- -------------- Net cash used in financing activities (3834,~~188~~093) (3459,~~167~~314) ------------- -------------- Increase in cash and cash equivalents ~~970~~8,020 1819,~~293~~379 Cash and cash equivalents at beginning of period 38,626 22,028 ------------- -------------- Cash and cash equivalents at end of period $ 3946,~~596~~646 $ 4041,~~321~~407 ============= ============== Supplemental cash flow information - cash paid for interest $ 2031,~~558~~389 $ 1425,~~269~~891 ============= ==============

See notes to consolidated financial statements. 3 KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES The unaudited condensed consolidated financial statements of Kaneb Pipe Line Operating Partnership, L.P. and its subsidiaries (the "Partnership") for the three and nine month periods ended September 30, 2004 and 2003, have been prepared in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies followed by the Partnership are disclosed in the notes to the consolidated financial statements included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion of the Partnership's management, the accompanying condensed consolidated financial statements contain all of the adjustments, consisting of normal recurring accruals, necessary to present fairly the consolidated financial position of the Partnership and its consolidated subsidiaries at September 30, 2004, and the consolidated results of their operations and cash flows for the periods ended September 30, 2004 and 2003. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Certain prior year financial statement items have been reclassified to conform with the 2004 presentation. 2. FINANCINGS In March of 2003, Kaneb Pipe Line Partners, L.P. ("KPP"), which holds a 99% interest in the Partnership, issued 3,122,500 limited partnership units in a public offering at $36.54 per unit, generating approximately $109.1 million in net proceeds. The proceeds were used to reduce the amount of indebtedness under the Partnership's bridge facility. In April of 2003, the Partnership entered into a credit agreement with a group of banks that provides for a $400 million unsecured revolving credit facility through April of 2006. The credit facility, which provides for an increase in the commitment up to an aggregate of $450 million by mutual agreement between the Partnership and the banks, bears interest at variable rates and has a variable commitment fee on unused amounts. The credit facility contains certain financial and operating covenants, including limitations on investments, sales of assets and transactions with affiliates and, absent an event of default, does not restrict distributions to unitholders. At September 30, 2004, the Partnership was in compliance with all covenants. Initial borrowings on the credit agreement ($324.2 million) were used to repay all amounts outstanding under the Partnership's $275 million credit agreement and $175 million bridge loan agreement. At September 30, 2004, $90.7 million was outstanding under the credit agreement. On May 19, 2003, the Partnership issued $250 million of 5.875% senior unsecured notes due June 1, 2013. The net proceeds from the public offering, $247.6 million, were used to reduce amounts due under the revolving credit agreement. Under the note indenture, interest is payable semi-annually in arrears on June 1 and December 1 of each year. The notes are redeemable, as a whole or in part, at the option of the Partnership, at any time, at a redemption price equal to the greater of 100% of the principal amount of the notes, or the sum of the present value of the remaining scheduled payments of principal and interest, discounted to the redemption date at the applicable U.S. Treasury rate, as defined in the indenture, plus 30 basis points. The note indenture contains certain financial and operational covenants, including certain limitations on investments, sales of assets and transactions with affiliates and, absent an event of default, such covenants do not restrict distributions to unitholders. At September 30, 2004, the Partnership was in compliance with all covenants. In connection with the offering, on May 8, 2003, the Partnership entered into a treasury lock contract for the purpose of locking in the US Treasury interest rate component on $100 million of the debt. The treasury lock contract, which qualified as a cash flow hedging instrument under Statement of Financial Accounting Standards ("SFAS") No. 133, was settled on May 19, 2003 with a cash payment by the Partnership of $1.8 million. The settlement cost of the contract has been recorded as a component of accumulated other comprehensive income and is being amortized, as interest expense, over the life of the debt. 3. COMPREHENSIVE INCOME Comprehensive income for the three and nine months ended September 30, 2004 and 2003, is as follows:

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) Net income $ 2422,~~531~~291 $ 2220,~~829~~323 $ 4567,~~510~~801 $ 4465,~~878~~201 Foreign currency translation adjustment (21,~~056)~~888 ~~4,129~~359 (~~2,292~~404) 67,~~949~~308 ~~Unamoritized~~Interest ~~loss on interest~~ rate hedging ~~transaction~~transactions ~~(Note~~53 2)52 37136 (1,~~789~~737) ~~83 (1,789)~~ ----------- ----------- ----------- ----------- Comprehensive income $ 2224,~~512~~232 $ 2520,~~169~~734 $ 4367,~~301~~533 $ 5070,~~038~~772 =========== =========== =========== ===========

Accumulated other comprehensive income aggregated $12.1 million and $12.4 million at September 30, 2004 and December 31, 2003, respectively. 4. CASH DISTRIBUTIONS The Partnership makes regular cash distributions in accordance with its partnership agreement within 45 days after the end of each quarter to holders of limited partner and general partner interests. Aggregate cash distributions of $79.6 million and $71.9 million were paid to limited partner and general partner interests for the nine month periods ended September 30, 2004 and 2003, respectively. 5. CONTINGENCIES The operations of the Partnership are subject to Federal, state and local laws and regulations in the United States and various foreign locations relating to protection of the environment. Although the Partnership believes its operations are in general compliance with applicable environmental regulations, risks of additional costs and liabilities are inherent in pipeline and terminal operations, and there can be no assurance that significant costs and liabilities will not be incurred by the Partnership. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations of the Partnership, could result in substantial costs and liabilities to the Partnership. Certain subsidiaries of the Partnership were sued in a Texas state court in 1997 by Grace Energy Corporation ("Grace"), the entity from which the Partnership acquired ST Services in 1993. The lawsuit involves environmental response and remediation costs allegedly resulting from jet fuel leaks in the early 1970's from a pipeline. The pipeline, which connected a former Grace terminal with Otis Air Force Base in Massachusetts (the "Otis pipeline" or the "pipeline"), ceased operations in 1973 and was abandoned before 1978, when the connecting terminal was sold to an unrelated entity. Grace alleged that subsidiaries of the Partnership acquired the abandoned pipeline as part of the acquisition of ST Services in 1993 and assumed responsibility for environmental damages allegedly caused by the jet fuel leaks. Grace sought a ruling from the Texas court that these subsidiaries are responsible for all liabilities, including all present and future remediation expenses, associated with these leaks and that Grace has no obligation to indemnify these subsidiaries for these expenses. In the lawsuit, Grace also sought indemnification for expenses of approximately $3.5 million that it had incurred since 1996 for response and remediation required by the State of Massachusetts and for additional expenses that it expects to incur in the future. The consistent position of the Partnership's subsidiaries has been that they did not acquire the abandoned pipeline as part of the 1993 ST Services transaction, and therefore did not assume any responsibility for the environmental damage nor any liability to Grace for the pipeline. At the end of the trial, the jury returned a verdict including findings that (1) Grace had breached a provision of the 1993 acquisition agreement by failing to disclose matters related to the pipeline, and (2) the pipeline was abandoned before 1978 -- 15 years before the Partnership's subsidiaries acquired ST Services. On August 30, 2000, the Judge entered final judgment in the case that Grace take nothing from the subsidiaries on its claims seeking recovery of remediation costs. Although the Partnership's subsidiaries have not incurred any expenses in connection with the remediation, the court also ruled, in effect, that the subsidiaries would not be entitled to indemnification from Grace if any such expenses were incurred in the future. Moreover, the Judge let stand a prior summary judgment ruling that the pipeline was an asset acquired by the Partnership's subsidiaries as part of the 1993 ST Services transaction and that any liabilities associated with the pipeline would have become liabilities of the subsidiaries. Based on that ruling, the Massachusetts Department of Environmental Protection and Samson Hydrocarbons Company (successor to Grace Petroleum Company) wrote letters to ST Services alleging its responsibility for the remediation, and ST Services responded denying any liability in connection with this matter. The Judge also awarded attorney fees to Grace of more than $1.5 million. Both the Partnership's subsidiaries and Grace have appealed the trial court's final judgment to the Texas Court of Appeals in Dallas. In particular, the subsidiaries have filed an appeal of the judgment finding that the Otis pipeline and any liabilities associated with the pipeline were transferred to them as well as the award of attorney fees to Grace. On April 2, 2001, Grace filed a petition in bankruptcy, which created an automatic stay of actions against Grace. This automatic stay covers the appeal of the Dallas litigation, and the Texas Court of Appeals has issued an order staying all proceedings of the appeal because of the bankruptcy. Once that stay is lifted, the Partnership's subsidiaries that are party to the lawsuit intend to resume vigorous prosecution of the appeal. The Otis Air Force Base is a part of the Massachusetts Military Reservation ("MMR Site"), which has been declared a Superfund Site pursuant to CERCLA. The MMR Site contains a number of groundwater contamination plumes, two of which are allegedly associated with the Otis pipeline, and various other waste management areas of concern, such as landfills. The United States Department of Defense, pursuant to a Federal Facilities Agreement, has been responding to the Government remediation demand for most of the contamination problems at the MMR Site. Grace and others have also received and responded to formal inquiries from the United States Government in connection with the environmental damages allegedly resulting from the jet fuel leaks. The Partnership's subsidiaries voluntarily responded to an invitation from the Government to provide information indicating that they do not own the pipeline. In connection with a court-ordered mediation between Grace and the Partnership's subsidiaries, the Government advised the parties in April 1999 that it has identified two spill areas that it believes to be related to the pipeline that is the subject of the Grace suit. The Government at that time advised the parties that it believed it had incurred costs of approximately $34 million, and expected in the future to incur costs of approximately $55 million, for remediation of one of the spill areas. This amount was not intended to be a final accounting of costs or to include all categories of costs. The Government also advised the parties that it could not at that time allocate its costs attributable to the second spill area. By letter dated July 26, 2001, the United States Department of Justice ("DOJ") advised ST Services that the Government intends to seek reimbursement from ST Services under the Massachusetts Oil and Hazardous Material Release Prevention and Response Act and the Declaratory Judgment Act for the Government's response costs at the two spill areas discussed above. The DOJ relied in part on the Texas state court judgment, which in the DOJ's view, held that ST Services was the current owner of the pipeline and the successor-in-interest of the prior owner and operator. The Government advised ST Services that it believes it has incurred costs exceeding $40 million, and expects to incur future costs exceeding an additional $22 million, for remediation of the two spill areas. The Partnership believes that its subsidiaries have substantial defenses. ST Services responded to the DOJ on September 6, 2001, contesting the Government's positions and declining to reimburse any response costs. The DOJ has not filed a lawsuit against ST Services seeking cost recovery for its environmental investigation and response costs. Representatives of ST Services have met with representatives of the Government on several occasions since September 6, 2001 to discuss the Government's claims and to exchange information related to such claims. Additional exchanges of information are expected to occur in the future and additional meetings may be held to discuss possible resolution of the Government's claims without litigation. The Partnership does not believe this matter will have a materially adverse effect on its financial condition, although there can be no assurances as to the ultimate outcome. On April 7, 2000, a fuel oil pipeline in Maryland owned by Potomac Electric Power Company ("PEPCO") ruptured. Work performed with regard to the pipeline was conducted by a partnership of which ST Services is general partner. PEPCO has reported that it has incurred total cleanup costs of $70 million to $75 million. PEPCO probably will continue to incur some cleanup related costs for the foreseeable future, primarily in connection with EPA requirements for monitoring the condition of some of the impacted areas. Since May 2000, ST Services has provisionally contributed a minority share of the cleanup expense, which has been funded by ST Services' insurance carriers. ST Services and PEPCO have not, however, reached a final agreement regarding ST Services' proportionate responsibility for this cleanup effort, if any, and cannot predict the amount, if any, that ultimately may be determined to be ST Services' share of the remediation expense, but ST Services believes that such amount will be covered by insurance and therefore will not materially adversely affect the Partnership's financial condition. As a result of the rupture, purported class actions were filed against PEPCO and ST Services in federal and state court in Maryland by property and business owners alleging damages in unspecified amounts under various theories, including under the Oil Pollution Act ("OPA") and Maryland common law. The federal court consolidated all of the federal cases in a case styled as In re Swanson Creek Oil Spill Litigation. A settlement of the consolidated class action, and a companion state-court class action, was reached and approved by the federal judge. The settlement involved creation and funding by PEPCO and ST Services of a $2,250,000 class settlement fund, from which all participating claimants would be paid according to a court-approved formula, as well as a court-approved payment to plaintiffs' attorneys. The settlement has been consummated and the fund, to which PEPCO and ST Services contributed equal amounts, has been distributed. Participating claimants' claims have been settled and dismissed with prejudice. A number of class members elected not to participate in the settlement, i.e., to "opt out," thereby preserving their claims against PEPCO and ST Services. All non-participant claims have been settled for immaterial amounts with ST Services' portion of such settlements provided by its insurance carrier. PEPCO and ST Services agreed with the federal government and the State of Maryland to pay costs of assessing natural resource damages arising from the Swanson Creek oil spill under OPA and of selecting restoration projects. This process was completed in mid-2002. ST Services' insurer has paid ST Services' agreed 50 percent share of these assessment costs. In late November 2002, PEPCO and ST Services entered into a Consent Decree resolving the federal and state trustees' claims for natural resource damages. The decree required payments by ST Services and PEPCO of a total of approximately $3 million to fund the restoration projects and for remaining damage assessment costs. The federal court entered the Consent Decree as a final judgment on December 31, 2002. PEPCO and ST Services have each paid their 50% share and thus fully performed their payment obligations under the Consent Decree. ST Services' insurance carrier funded ST Services' payment. The U.S. Department of Transportation ("DOT") has issued a Notice of Proposed Violation to PEPCO and ST Services alleging violations over several years of pipeline safety regulations and proposing a civil penalty of $647,000 jointly against the two companies. ST Services and PEPCO have contested the DOT allegations and the proposed penalty. A hearing was held before the Office of Pipeline Safety at the DOT in late 2001. In June of 2004, the DOT issued a final order reducing the penalty to $256,250 jointly against ST Services and PEPCO and $74,000 against ST Services. The DOT granted ST Services' request to extend the time to file a motion to reconsider the final order. ST Services has moved for reconsideration of the order based on facts which were not previously available to the DOT and ST Services. By letter dated January 4, 2002, the Attorney General's Office for the State of Maryland advised ST Services that it intended to seek penalties from ST Services in connection with the April 7, 2000 spill. The State of Maryland subsequently asserted that it would seek penalties against ST Services and PEPCO totaling up to $12 million. A settlement of this claim was reached in mid-2002 under which ST Services' insurer will pay a total of slightly more than $1 million in installments over a five year period. PEPCO has also reached a settlement of these claims with the State of Maryland. Accordingly, the Partnership believes that this matter will not have a material adverse effect on its financial condition. On December 13, 2002, ST Services sued PEPCO in the Superior Court, District of Columbia, seeking, among other things, a declaratory judgment as to ST Services' legal obligations, if any, to reimburse PEPCO for costs of the oil spill. On December 16, 2002, PEPCO sued ST Services in the United States District Court for the District of Maryland, seeking recovery of all its costs for remediation of and response to the oil spill. Pursuant to an agreement between ST Services and PEPCO, ST Services' suit was dismissed, subject to refiling. ST Services has moved to dismiss PEPCO's suit. ST Services is vigorously defending against PEPCO's claims and is pursuing its own counterclaims for return of monies ST Services has advanced to PEPCO for settlements and cleanup costs. The Partnership believes that any costs or damages resulting from these lawsuits will be covered by insurance and therefore will not materially adversely affect the Partnership's financial condition. The amounts claimed by PEPCO, if recovered, would trigger an excess insurance policy which has a $600,000 retention, but the Partnership does not believe that such retention, if incurred, would materially adversely affect the Partnership's financial condition. The Partnership has other contingent liabilities resulting from litigation, claims and commitments incident to the ordinary course of business. Management of the Partnership believes, after consulting with counsel, that the ultimate resolution of such contingencies will not have a materially adverse effect on the financial position, results of operations or liquidity of the Partnership. 6. BUSINESS SEGMENT DATA The Partnership conducts business through three principal operations: the "Pipeline Operations," which consists primarily of the transportation of refined petroleum products and fertilizer in the Midwestern states as a common carrier; the "Terminaling Operations," which provides storage for petroleum products, specialty chemicals and other liquids; and the "Product Sales Operations," which delivers bunker fuels to ships in the Caribbean and Nova Scotia, Canada, and sells bulk petroleum products to various commercial interests. The Partnership measures segment profit as operating income. Total assets are those controlled by each reportable segment. Business segment data is as follows:

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) Business segment revenues: Pipeline operations $ 30,~~610~~589 $ 2931,~~350~~449 $ 5889,~~513~~102 $ 5788,~~358~~807 Terminaling operations 6365,~~448~~309 6058,~~111~~090 ~~126~~191,~~243~~552 ~~118~~176,~~797~~887 Product sales operations 5971,~~900~~770 5750,~~487~~865 ~~115~~187,~~615~~385 ~~111~~162,~~550~~415 ----------- ----------- ----------- ----------- $ ~~153~~167,~~958~~668 $ ~~146~~140,~~948~~404 $ ~~300~~468,~~371~~039 $ ~~287~~428,~~705~~109 =========== =========== =========== =========== Business segment profit: Pipeline operations $ 12,024 $ 12,220 $ 23,234 $ 24,197 Terminaling operations 20,876 17,795 39,360 35,835 Product sales operations 2,750 3,026 5,618 6,607 ----------- ----------- ----------- ----------- Operating income 35,650 33,041 68,212 66,639 Interest and other income 35 1 40 89 Interest expense (10,512) (8,903) (20,948) (17,518) ----------- ----------- ----------- ----------- Income before income taxes and cumulative effect of change in accounting principle $ 25,173 $ 24,139 $ 47,304 $ 49,210 =========== =========== =========== ===========

~~June~~Three Months Ended Nine Months Ended September 30, ~~December~~September 3130, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) ~~Total~~Business ~~assets~~segment profit: Pipeline operations $ ~~351~~11,~~553~~569 $ ~~352~~14,~~901~~839 $ 34,803 $ 39,036 Terminaling operations ~~871~~19,~~785~~181 ~~874~~15,~~185~~732 58,541 51,567 Product sales operations 573,~~438~~396 371,~~596~~445 9,014 8,052 ----------- ----------- ----------- ----------- Operating income 34,146 32,016 102,358 98,655 Interest and other income 125 43 165 132 Interest expense (10,719) (10,660) (31,667) (28,178) ----------- ----------- ----------- ----------- Income before income taxes and cumulative effect of change in accounting principle $ 123,~~280~~552 $ 21,~~776~~399 $ 170,~~264~~856 $ 70,~~682~~609 =========== =========== =========== ===========

~~Three~~September ~~Months Ended Six Months Ended June~~ 30, ~~June~~December 3031, ~~--------------------------- ---------------------------~~ 2004 2003 ~~2004 2003~~ ----------- --~~---------~~ ----------- ----~~-------~~ (in thousands) ~~Revenues~~Total $assets: ~~153,958~~Pipeline $operations ~~146,948~~ $ ~~300~~358,~~371~~474 $ ~~287~~352,~~705~~901 ~~===========~~Terminaling ~~===========~~operations ~~=========== =========== Operating Income $ 35~~898,~~650~~600 ~~$ 33~~874,~~041~~185 $Product ~~68,212~~sales $operations 6653,~~639~~202 ~~=========== =========== =========== =========== Income before cumulative effect of change in accounting principle $ 24~~37,~~531~~596 ~~$ 22,829 $ 45,510 $ 46,471 Cumulative effect of change in accounting principle~~ - - - ~~(1,593)~~ ----------- ----------- --~~---------~~ ~~----------- Net income~~ $ 241,~~531 $ 22~~310,~~829~~276 $ 451,~~510 $ 44~~264,~~828~~682 =========== ==~~=========~~ =========== ==~~========= Capital expenditures, excluding acquisitions $ 9,993 $ 10,778 $ 17,340 $ 22,512 =========== =========== =========== ===========~~

7. ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS Effective January 1, 2003, the Partnership adopted SFAS No. 143 "Accounting for Asset Retirement Obligations", which establishes requirements for the removal-type costs associated with asset retirements. At the initial adoption date of SFAS No. 143, the Partnership recorded an asset retirement obligation of approximately $5.5 million and recognized a cumulative effect of change in accounting principle of $1.6 million for its legal obligations to dismantle, dispose of, and restore certain leased pipeline and terminaling facilities, including petroleum and chemical storage tanks, terminaling facilities and barges. The Partnership did not record a retirement obligation for certain of its pipeline and terminaling assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation. In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation. At September 30, 2004, the Partnership had no assets that were legally restricted for purposes of settling asset retirement obligations. The application of SFAS No. 143 did not have a material impact on the results of operations of the Partnership for the three and nine months ended September 30, 2004 or 2003. In December 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" ("FIN 46R"), primarily to clarify the required accounting for interests in variable interest entities ("VIEs"). This standard replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," which was issued in January 2003 to address certain situations in which a company should include in its financial statements the assets, liabilities and activities of another entity. For the Partnership, application of FIN 46R is required for interests in certain VIEs that are commonly referred to as special-purpose entities, or SPEs, as of December 31, 2003, and for interests in all other types of VIEs as of March 31, 2004. The application of FIN 46R did not have a material impact on the consolidated financial statements of the Partnership. 8. SUBSEQUENT EVENT On October 31, 2004, Valero L.P. and KPP entered into a definitive agreement to merge (the "KPP Merger") Valero L.P. and KPP. Under the terms of the agreement, each holder of units of limited partnership interests in KPP will receive a number of Valero L.P. common units based on an exchange ratio that fluctuates within a fixed range to provide $61.50 in value of Valero L.P. units for each unit of KPP. The actual exchange ratio will be determined at the time of the closing of the proposed merger and is subject to a fixed value collar of plus or minus five percent of Valero L.P.'s per unit price of $57.25 as of October 7, 2004. Should Valero L.P.'s per unit price fall below $54.39 per unit, the exchange ratio will remain fixed at 1.1307 Valero L.P. units for each unit of KPP. Likewise, should Valero L.P.'s per unit price exceed $60.11 per unit of KPP, the exchange ratio will remain fixed at 1.0231 Valero L.P. units for each unit of KPP. In a separate definitive agreement, on October 31, 2004, Valero L.P. agreed to acquire by merger (the "KSL Merger") all of the outstanding common shares Kaneb Services LLC ("KSL"), the general partner of the Partnership, for cash. Under the terms of that agreement, Valero L.P. is offering to purchase all of the outstanding shares of KSL at $43.31 per share. The completion of the KPP Merger is subject to the approval of the unitholders of Valero L.P. and KPP, as well as customary regulatory approvals including those under the Hart-Scott-Rodino Antitrust Improvements Act. The completion of the KPP Merger is also subject to completion of the KSL Merger, which requires the approval of its shareholders. The general partner of the combined partnership will continue to be owned by affiliates of Valero Energy Corporation. KPP and KSL will become wholly owned subsidiaries of Valero L.P. KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations -------------------------------------------------------------------------------- This discussion should be read in conjunction with the condensed consolidated financial statements of Kaneb Pipe Line Operating Partnership, L.P. (the "Partnership") and notes thereto included elsewhere in this report. Overview The Partnership, a limited partnership, is engaged in the refined petroleum products and anhydrous ammonia pipeline business and the terminaling of petroleum products and specialty liquids. Kaneb Pipe Line Partners, L.P. ("KPP"), a master limited partnership, holds a 99% interest as limited partner in the Partnership. Kaneb Pipe Line Company LLC ("KPL"), now a wholly owned subsidiary of Kaneb Services LLC ("KSL"), manages and controls the operations of KPP through its general partner interest and an 18% (at September 30, 2004) limited partner interest. KPL owns a 1% interest as general partner of the Partnership and a 1% interest as general partner of KPP. The Partnership's petroleum pipeline business consists primarily of the transportation, as a common carrier, of refined petroleum products in Kansas, Nebraska, Iowa, South Dakota, North Dakota, Colorado, Wyoming and Minnesota. Common carrier activities are those under which transportation through the pipelines is available at published tariffs filed, in the case of interstate shipments, with the Federal Energy Regulatory Commission (the "FERC"), or in the case of intrastate shipments, with the relevant state authority, to any shipper of refined petroleum products who requests such services and satisfies the conditions and specifications for transportation. The petroleum pipelines primarily transport gasoline, diesel oil, fuel oil and propane. Substantially all of the petroleum pipeline operations constitute common carrier operations that are subject to federal or state tariff regulations. The Partnership also owns an approximately 2,000-mile anhydrous ammonia pipeline system acquired from Koch Pipeline Company, L.P. in November of 2002. The fertilizer pipeline originates in southern Louisiana, proceeds north through Arkansas and Missouri, and then branches east into Illinois and Indiana and north and west into Iowa and Nebraska. The Partnership's petroleum pipeline business depends on the level of demand for refined petroleum products in the markets served by the pipelines and the ability and willingness of refineries and marketers having access to the pipelines to supply such demand by deliveries through the pipelines. The Partnership's pipeline revenues are based on volumes shipped and the distance over which such volumes are transported. The Partnership's terminaling business is one of the largest independent petroleum products and specialty liquids terminaling businesses in the United States. In the United States, the Partnership operates 37 facilities in 20 states. The Partnership also owns and operates six terminals located in the United Kingdom, eight terminals in Australia and New Zealand, a terminal on the Island of St. Eustatius, Netherlands Antilles, and a terminal at Point Tupper, Nova Scotia, Canada. Independent terminal owners generally compete on the basis of the location and versatility of the terminals, service and price. Terminal versatility is a function of the operator's ability to offer handling for diverse products with complex handling requirements. The service functions typically provided by the terminal include the safe storage of product at specified temperatures and other conditions, as well as receipt and delivery from the terminal. The ability to obtain attractive pricing is dependent largely on the quality, versatility and reputation of the facility. Terminaling revenues are earned based on fees for the storage and handling of products. The Partnership's product sales business delivers bunker fuels to ships in the Caribbean and Nova Scotia, Canada, and sells bulk petroleum products to various commercial customers at those locations. In the bunkering business, the Partnership competes with ports offering bunker fuels along the route of the vessel. Vessel owners or charterers are charged berthing and other fees for associated services such as pilotage, tug assistance, line handling, launch service and emergency response services. Consolidated Results of Operations

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) Revenues $ 30167,~~610~~668 $ 29140,~~350~~404 $ 58468,~~513~~039 $ 57428,~~358~~109 =========== =========== =========== =========== Operating ~~costs~~Income 13$ 34,~~180~~146 12$ 32,~~066~~016 24$ 102,~~667~~358 23$ 98,~~307~~655 ~~Depreciation~~=========== ~~and~~=========== ~~amortization~~=========== 3=========== Income before cumulative effect of change in accounting principle $ 22,~~624~~291 3$ 20,~~511~~323 7$ 67,~~223~~801 7$ 66,~~008~~794 ~~General~~Cumulative ~~and~~effect ~~administrative~~of ~~1,782~~change ~~1,553~~in ~~3,389~~accounting 2principle - - - (1,~~846~~593) ----------- ----------- ----------- ----------- ~~Operating~~Net income $ 1222,~~024~~291 $ 1220,~~220~~323 $ 2367,~~234~~801 $ 2465,~~197~~201 =========== =========== =========== =========== Capital expenditures, excluding acquisitions $ 8,414 $ 9,541 $ 25,754 $ 32,053 =========== =========== =========== ===========

For the three months ended September 30, 2004, revenues increased by $27.3 million, or 19%, when compared to the third quarter of 2003, due to a $20.9 million increase in product sales revenues and a $7.2 million increase in terminaling business revenues, partially offset by a $0.9 million decrease in pipeline revenues. Operating income for the three months ended September 30, 2004 increased by $2.1 million, or 7%, when compared to the same period in 2003, due to a $3.4 million increase in terminaling operating income and a $2.0 million increase in product sales operating income, partially offset by a $3.3 million decrease in pipeline operating income. Overall, net income for the three months ended September 30, 2004 increased by $2.0 million, or 10%, when compared to the three months ended September 30, 2003. For the nine months ended September 30, 2004, revenues increased by $39.9 million, or 9%, when compared to the same 2003 period, due to a $25.0 million increase in product sales revenues, a $14.7 million increase in terminaling business revenues and a $0.3 million increase in pipeline revenues. Operating income for the nine months ended September 30, 2004 increased by $3.7 million, or 4%, when compared to the same period in 2003, due to a $7.0 million increase in terminaling operating income and a $1.0 million increase in product sales operating income, partially offset by a $4.2 million decrease in pipeline operating income. Interest expense for the nine months ended September 30, 2004 increased by $3.5 million, when compared to the nine months ended September 30, 2003. Income before cumulative effect of change in accounting principle for the nine months ended September 30, 2004 increased by $1.0 million, or 2%, when compared to the first nine months of 2003. Overall, net income for the nine months ended September 30, 2004 increased by $2.6 million, when compared to the nine months ended September 30, 2003, which included a charge of $1.6 million for the cumulative effect of change in accounting principle-adoption of new accounting standard for asset retirement obligations. Pipeline Operations

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) Revenues $ 6330,~~448~~589 $ 6031,~~111~~449 $ ~~126~~89,~~243~~102 $ ~~118~~88,~~797~~807 Operating costs 2813,~~598~~534 2811,~~058~~067 5838,~~941~~201 5534,~~335~~374 Depreciation and amortization 93,~~896~~649 93,~~856~~540 1910,~~980~~872 1910,~~100~~548 General and administrative 41,~~078~~837 42,~~402~~003 75,~~962~~226 84,~~527~~849 ----------- ----------- ----------- ----------- Operating income $ 2011,~~876~~569 $ 1714,~~795~~839 $ 3934,~~360~~803 $ 3539,~~835~~036 =========== =========== =========== ===========

Pipeline revenues are based on volumes shipped and the distances over which such volumes are transported. Because tariff rates are regulated by the FERC or the Surface Transportation Board, the pipelines compete primarily on the basis of quality of service, including delivery of products at convenient locations on a timely basis to meet the needs of their customers. For the three and nine month periods ended September 30, 2004, revenues decreased by $0.9 million and increased by $0.3 million, respectively, when compared to the same 2003 periods. The decrease for the three months ended September 30, 2004, when compared to the same period in 2003, is due to decreases in both volumes shipped and the price per ton received on the anhydrous ammonia pipeline, partially offset by increases in barrel miles of products shipped on petroleum pipelines. The revenue increase for the nine months ended September 30, 2004, is due to increases in barrel miles of products shipped on petroleum pipelines, partially offset by a decrease in volumes shipped on the anhydrous ammonia pipeline. Barrel miles on petroleum pipelines totaled 5.9 billion and 5.4 billion for the three months ended September 30, 2004 and 2003, respectively, and 16.7 billion and 15.8 billion for the nine months ended September 30, 2004 and 2003, respectively. Total volumes shipped on the anhydrous ammonia pipeline aggregated 246 tons and 288 tons for the three months ended September 30, 2004 and 2003, respectively, and 822 tons and 876 tons for the nine months ended September 30, 2004 and 2003, respectively. Operating costs, which include fuel and power costs, materials and supplies, maintenance and repair costs, salaries, wages and employee benefits, and property and other taxes, increased by $2.5 million and $3.8 million, respectively, for the three and nine month periods ended September 30, 2004, when compared to the same 2003 periods, due to unusually high expenses relating to preventive and other maintenance and repairs, including those required by government regulation, and increases in power and fuel costs. For the three and nine months ended September 30, 2004, depreciation and amortization increased by $0.1 million and $0.3 million, respectively, when compared to the same 2003 periods, due primarily to routine maintenance capital expenditures. General and administrative costs, which include managerial, accounting and administrative personnel costs, office rent and expense, legal and professional costs and other non-operating costs, decreased by $0.2 million and increased by $0.4 million for the three and nine month periods ended September 30, 2004, respectively, when compared to the same 2003 periods. Terminaling Operations

Three Months Ended ~~Six~~Nine Months Ended ~~June~~September 30, ~~June~~September 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- (in thousands) Revenues $ 5965,~~900~~309 $ 5758,~~487~~090 $ ~~115~~191,~~615~~552 $ ~~111~~176,~~550~~887 ~~Cost~~Operating ofcosts ~~products~~31,272 ~~sold~~29,338 5590,~~167~~213 5184,~~314~~673 ~~106~~Depreciation and amortization 10,~~206~~182 999,~~200~~433 30,162 28,533 General and administrative 4,674 3,587 12,636 12,114 ----------- ----------- ----------- ----------- ~~Gross margin $ 4,733 $ 6,173 $ 9,409 $ 12,350 =========== =========== =========== ===========~~ Operating income $ 219,~~750~~181 $ 315,~~026~~732 $ 558,~~618~~541 $ 651,~~607~~567 =========== =========== =========== ===========

For the three and nine month periods ended September 30, 2004, terminaling revenues increased by $7.2 million, or 12%, and $14.7 million, or 8%, respectively, when compared to the same 2003 periods, due to increases in both tankage utilization and the average price realized per barrel of tankage utilized. Average tankage utilized for the three and nine month periods ended September 30, 2004 was 48.7 million and 48.2 million, respectively, compared to 45.9 million and 47.1 million, respectively, for the same prior year periods. For the three and nine month periods ended September 30, 2004, average annualized revenues per barrel of tankage utilized increased to $5.33 per barrel and $5.31 per barrel, respectively, compared to $5.02 per barrel and $5.02 per barrel, respectively, for the same prior year periods, due primarily to favorable market conditions domestically and in Australia and New Zealand. For the three and nine month periods ended September 30, 2004, operating costs increased by $1.9 million and $5.5 million, respectively, when compared to the same 2003 periods, a result of overall increases in planned terminal maintenance. For the three and nine months ended September 30, 2004, depreciation and amortization increased by $0.7 million and $1.6 million, respectively, when compared to the same 2003 periods, due to expansion and routine maintenance capital expenditures. General and administrative costs for the three and nine month periods ended September 30, 2004, increased by $1.1 million and $0.5 million, respectively, when compared to the same 2003 periods, due primarily to increases in personnel-related costs. Product Sales

~~Less~~Three ~~than~~Months ~~After~~Ended ~~Total~~Nine 1Months ~~year~~Ended 1September -330, ~~years~~September 430, -~~5 years 5 years~~ ---------- ---------- ------~~----~~ ----------- -------------- ~~(in thousands) Debt: Revolving credit facility $ 68,669 $~~ - ~~$ 68,669 $~~ - $2004 -2003 ~~7.75%~~2004 ~~senior~~2003 ~~unsecured notes 250,000~~ - - - ~~250,000 5.875% senior unsecured notes 250,000~~ - - - ~~250,000 Other bank debt 61,218~~ - ~~61,218~~ - - --~~--------~~ ------------ ----------- ------------ ~~--------------~~(in ~~Debt~~thousands) ~~subtotal~~Revenues ~~629,887~~$ ~~- 129~~71,~~887~~770 -$ ~~500~~50,~~000~~865 ~~----------~~$ ~~------------ ----------- ------------ -------------- Contractual commitments: Operating leases 23~~187,~~647~~385 ~~8,399~~$ 13162,~~916~~415 ~~1,332~~Cost -of ~~----------~~products ~~------------~~sold ~~----------- ------------ -------------- Contractual commitments subtotal 23~~65,~~647~~996 846,~~399~~835 13172,~~916~~202 1146,~~332~~035 - ---------- ------------ ----------- ------------ ~~--------------~~Gross ~~Total~~margin $ ~~653~~5,~~534~~774 $ 84,~~399~~030 $ ~~143~~15,~~803~~183 $ 116,~~332~~380 ~~$ 500,000~~ =========== =========== =========== =========== Operating income $ 3,396 $ 1,445 $ 9,014 $ 8,052 =========== =========== =========== ===========

For the three and nine months ended September 30, 2004, product sales revenues increased by $20.9 million and $25.0 million, respectively, when compared to the same 2003 periods, due to a general increase in price, as well as an overall increase in volumes sold. For the three and nine months ended September 30, 2004, gross margin increased by $1.7 million and decreased by $1.2 million, respectively, when compared to the same 2003 periods, due to variations in prices resulting from the timing of purchases and sales. Operating income for the three and nine months ended September 30, 2004 increased by $2.0 million and $1.0 million, respectively, when compared to the same 2003 periods, due to the higher sales volumes. Product inventories are maintained at minimum levels to meet customer's needs; however, market prices for petroleum products can fluctuate significantly in short periods of time. Interest Expense For the nine months ended September 30, 2004, interest expense increased by $3.5 million, when compared to the same 2003 period, due to the May 2003 refinancing of variable rate bank debt with $250 million of 5.875% senior unsecured notes, partially offset by overall declines in debt levels outstanding due to KPP's March 2003 issuance of limited partnership units (see "Liquidity and Capital Resources"). Income Taxes Partnership operations are not subject to federal or state income taxes. However, certain operations are conducted through separate taxable wholly-owned U.S. and foreign corporate subsidiaries. The income tax expense for these subsidiaries was $1.3 million and $1.1 million for the three month periods ended September 30, 2004 and 2003, respectively, and $3.1 million and $3.8 million for the nine months ended September 30, 2004 and 2003, respectively. On June 1, 1989, the governments of the Netherlands Antilles and St. Eustatius approved a Free Zone and Profit Tax Agreement retroactive to January 1, 1989, which expired on December 31, 2000. This agreement required a subsidiary of the Partnership, which was acquired on February 28, 2002, to pay a 2% rate on taxable income, as defined therein, or a minimum payment of 500,000 Netherlands Antilles guilders ($0.3 million) per year. The agreement further provided that any amounts paid in order to meet the minimum annual payment were available to offset future tax liabilities under the agreement to the extent that the minimum annual payment is greater than 2% of taxable income. The subsidiary is currently engaged in discussions with representatives appointed by the Island Territory of St. Eustatius regarding the renewal or modification of the agreement, but the ultimate outcome cannot be predicted at this time. The subsidiary has accrued amounts assuming a new agreement becomes effective, and continues to make payments, as required, under the previous agreement. Liquidity and Capital Resources Cash provided by operations was $109.2 million and $114.6 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in operating cash flows for the nine months ended September 30, 2004, when compared to the same 2003 period, was due primarily to changes in working capital components resulting from the timing of cash receipts and disbursements, partially offset by an overall increase in net income. Capital expenditures were $25.8 million for the nine months ended September 30, 2004, compared to $32.1 million for the same 2003 period. Such expenditures included $17.4 million and $13.6 million in maintenance and environmental expenditures and $8.3 million and $18.5 million in expansion expenditures for the nine months ended September 30, 2004 and 2003, respectively. The decrease in capital expenditures for the first nine months of 2004, when compared to the same 2003 period, is primarily the result of decreases in planned expansion capital expenditures related to the terminaling business. During all periods, adequate pipeline capacity existed to accommodate volume growth, and the expenditures required for environmental and safety improvements were not, and are not expected to be, significant. The Partnership anticipates that capital expenditures (including routine maintenance and expansion expenditures, but excluding acquisitions) will total approximately $30 million to $35 million in 2004. Future capital expenditures, however, will depend on many factors beyond the Partnership's control, including, without limitation, demand for refined petroleum products and terminaling services in the Partnership's market areas, local, state and federal government regulations, fuel conservation efforts and the availability of financing on acceptable terms. No assurance can be given that required capital expenditures will not exceed anticipated amounts during the year, or thereafter, or that the Partnership will have the ability to finance such expenditures through borrowings, or will choose to do so. The Partnership makes regular cash distributions in accordance with its partnership agreement within 45 days after the end of each quarter to holders of limited partner and general partner interests. Aggregate cash distributions of $79.6 million and $71.9 million were paid to limited partner and general partner interests for the nine month periods ended September 30, 2004 and 2003, respectively. The Partnership expects to fund future cash distributions and maintenance capital expenditures with existing cash and anticipated cash flows from operations. Expansionary capital expenditures are expected to be funded through additional Partnership bank borrowings and/or future public debt offerings or KPP public equity offerings. In March of 2003, KPP issued 3,122,500 limited partnership units in a public offering at $36.54 per unit, generating approximately $109.1 million in net proceeds. The proceeds were used to reduce the amount of indebtedness under the Partnership's bridge facility. In April of 2003, the Partnership entered into a credit agreement with a group of banks that provides for a $400 million unsecured revolving credit facility through April of 2006. The credit facility, which provides for an increase in the commitment up to an aggregate of $450 million by mutual agreement between the Partnership and the banks, bears interest at variable rates and has a variable commitment fee on unused amounts. The credit facility contains certain financial and operating covenants, including limitations on investments, sales of assets and transactions with affiliates and, absent an event of default, does not restrict distributions to unitholders. At September 30, 2004, the Partnership was in compliance with all covenants. Initial borrowings on the credit agreement ($324.2 million) were used to repay all amounts outstanding under the Partnership's $275 million credit agreement and $175 million bridge loan agreement. At September 30, 2004, $90.7 million was outstanding under the credit agreement. On May 19, 2003, the Partnership issued $250 million of 5.875% senior unsecured notes due June 1, 2013. The net proceeds from the public offering, $247.6 million, were used to reduce amounts due under the revolving credit agreement. Under the note indenture, interest is payable semi-annually in arrears on June 1 and December 1 of each year. The notes are redeemable, as a whole or in part, at the option of the Partnership, at any time, at a redemption price equal to the greater of 100% of the principal amount of the notes, or the sum of the present value of the remaining scheduled payments of principal and interest, discounted to the redemption date at the applicable U.S. Treasury rate, as defined in the indenture, plus 30 basis points. The note indenture contains certain financial and operational covenants, including certain limitations on investments, sales of assets and transactions with affiliates and, absent an event of default, such covenants do not restrict distributions to unitholders. At September 30, 2004, the Partnership was in compliance with all covenants. In connection with the offering, on May 8, 2003, the Partnership entered into a treasury lock contract for the purpose of locking in the US Treasury interest rate component on $100 million of the debt. The treasury lock contract, which qualified as a cash flow hedging instrument under Statement of Financial Accounting Standards ("SFAS") No. 133, was settled on May 19, 2003 with a cash payment by the Partnership of $1.8 million. The settlement cost of the contract has been recorded as a component of accumulated other comprehensive income and is being amortized, as interest expense, over the life of the debt. The following is a schedule by period of the Partnership's debt repayment obligations and material contractual commitments as of September 30, 2004:

Additional information relative to sources and uses of cash is presented in the consolidated financial statements included in this report. Off-Balance Sheet Transactions The Partnership was not a party to any off-balance sheet transactions at September 30, 2004. Critical Accounting Policies and Estimates The preparation of the Partnership's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting policies are included in the Notes to the Consolidated Financial Statements of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2003. Critical accounting policies are those that are most important to the portrayal of the Partnership's financial position and results of operations. These policies require management's most difficult, subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. The Partnership's most critical accounting policies pertain to impairment of property and equipment and environmental costs. The carrying value of property and equipment is periodically evaluated using management's estimates of undiscounted future cash flows, or, in some cases, third-party appraisals, as the basis for determining if impairment exists under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which was adopted effective January 1, 2002. To the extent that impairment is indicated to exist, an impairment loss is recognized under SFAS No. 144 based on fair value. The application of SFAS No. 144 did not have a material impact on the results of operations of the Partnership for the three and nine month periods ended September 30, 2004 and 2003. However, future evaluations of carrying value are dependent on many factors, several of which are out of the Partnership's control, including demand for refined petroleum products and terminaling services in the Partnership's market areas, and local, state and federal governmental regulations. To the extent that such factors or conditions change, it is possible that future impairments might occur, which could have a material effect on the results of operations of the Partnership. Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the completion of a feasibility study or the Partnership's commitment to a formal plan of action. The application of the Partnership's environmental accounting policies did not have a material impact on the results of operations of the Partnership for the three and nine month periods ended September 30, 2004 and 2003. Although the Partnership believes that its operations are in general compliance with applicable environmental regulations, risks of substantial costs and liabilities are inherent in pipeline and terminaling operations. Moreover, it is possible that other developments, such as increasingly strict environmental laws, regulations and enforcement policies thereunder, and legal claims for damages to property or persons resulting from the operations of the Partnership could result in substantial costs and liabilities, any of which could have a material effect on the results of operations of the Partnership. Recent Accounting Pronouncement In December 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" ("FIN 46R"), primarily to clarify the required accounting for interests in variable interest entities ("VIEs"). This standard replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," which was issued in January 2003 to address certain situations in which a company should include in its financial statements the assets, liabilities and activities of another entity. For the Partnership, application of FIN 46R is required for interests in certain VIEs that are commonly referred to as special-purpose entities, or SPEs, as of December 31, 2003, and for interests in all other types of VIEs as of March 31, 2004. The application of FIN 46R did not have a material impact on the consolidated financial statements of the Partnership. Subsequent Event On October 31, 2004, Valero L.P. and KPP entered into a definitive agreement to merge (the "KPP Merger") Valero L.P. and KPP. Under the terms of the agreement, each holder of units of limited partnership interests in KPP will receive a number of Valero L.P. common units based on an exchange ratio that fluctuates within a fixed range to provide $61.50 in value of Valero L.P. units for each unit of KPP. The actual exchange ratio will be determined at the time of the closing of the proposed merger and is subject to a fixed value collar of plus or minus five percent of Valero L.P.'s per unit price of $57.25 as of October 7, 2004. Should Valero L.P.'s per unit price fall below $54.39 per unit, the exchange ratio will remain fixed at 1.1307 Valero L.P. units for each unit of KPP. Likewise, should Valero L.P.'s per unit price exceed $60.11 per unit of KPP, the exchange ratio will remain fixed at 1.0231 Valero L.P. units for each unit of KPP. In a separate definitive agreement, on October 31, 2004, Valero L.P. agreed to acquire by merger (the "KSL Merger") all of the outstanding common shares KSL, for cash. Under the terms of that agreement, Valero L.P. is offering to purchase all of the outstanding shares of KSL at $43.31 per share. The completion of the KPP Merger is subject to the approval of the unitholders of Valero L.P. and KPP, as well as customary regulatory approvals including those under the Hart-Scott-Rodino Antitrust Improvements Act. The completion of the KPP Merger is also subject to completion of the KSL Merger, which requires the approval of its shareholders. The general partner of the combined partnership will continue to be owned by affiliates of Valero Energy Corporation. KPP and KSL will become wholly owned subsidiaries of Valero L.P. The above description of KPP's and KSL's definitive agreements with Valero L.P. does not purport to be a complete statement of the parties' rights and obligations under that agreement and the transactions contemplated by it. The above description is qualified in its entirety by reference to the definitive agreements. A copy of the KPP agreement is attached as Exhibit 2.1 to KPP's Current Report on Form 8-K filed November 1, 2004, and is incorporated herein by reference. A copy of the KSL agreement is attached as Exhibit 2.1 to KSL's Current Report on Form 8-K filed November 1, 2004, and is incorporated herein by reference. KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES -------------------------------------------------------------------------------- Item 3. Quantitative and Qualitative Disclosure About Market Risk The principal market risks pursuant to this Item (i.e., the risk of loss arising from adverse changes in market rates and prices) to which the Partnership is exposed are interest rates on the Partnership's debt and investment portfolios, fluctuations of petroleum product prices on inventories held for resale and fluctuations in foreign currency. The Partnership's investment portfolio consists of cash equivalents; accordingly, the carrying amounts approximate fair value. The Partnership's investments are not material to its financial position or performance. Assuming variable rate debt of $162.2 million at September 30, 2004, a one percent increase in interest rates would increase annual net interest expense by approximately $1.6 million. The product sales business purchases refined petroleum products for resale as bunker fuel and sales to commercial interests. Petroleum inventories are generally held for short periods of time, not exceeding 90 days. As the Partnership does not engage in derivative transactions to hedge the value of the inventory, it is subject to market risk from changes in global oil markets. A portion of the terminaling business is exposed to fluctuations in foreign currency exchange rates. Such fluctuations were not significant for the three and nine months ended September 30, 2004 or 2003. Item 4. Controls and Procedures Kaneb Pipe Line Company LLC's principal executive officer and principal financial officer, after evaluating, as of September 30, 2004, the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), have concluded that, as of such date, the Partnership's disclosure controls and procedures are adequate and effective to ensure that material information relating to the Partnership and its consolidated subsidiaries would be made known to them by others within those entities. During the quarter ended September 30, 2004, there have been no changes in the Partnership's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, those internal controls subsequent to the date of the evaluation. As a result, no corrective actions were required or undertaken. KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES -------------------------------------------------------------------------------- Part II - Other Information Item 6. Exhibits 3.1 Amended and Restated Agreement of Limited Partnership dated September 27, 1989, filed as Exhibit 3.1 to Registrant's Form 10-K for the year ended December 31, 2001, which exhibit is hereby incorporated by reference. 31.1 Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 8, 2004. 31.2 Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 8, 2004. 32.1 Certification of Chief Executive Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002, dated November 8, 2004. 32.2 Certification of Chief Financial Officer, Pursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002, dated November 8, 2004. Signature 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. KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. (Registrant) By KANEB PIPE LINE COMPANY LLC (General Partner) Date: November 8, 2004 //s// HOWARD C. WADSWORTH ----------------------------------------- Howard C. Wadsworth Vice President, Treasurer and Secretary (Principal Financial Officer and Duly Authorized Officer) Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward D. Doherty, Chief Executive Officer of Kaneb Pipe Line Company LLC, as General Partner for Kaneb Pipe Line Operating Partnership, L.P. certify that: 1. I have reviewed this quarterly report on Form 10-Q of Kaneb Pipe Line Operating Partnership, L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) [intentionally omitted pursuant to SEC Release No. 34-47986]; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report, based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 8, 2004 //s// EDWARD D. DOHERTY ----------------------------------- Edward D. Doherty Chief Executive Officer Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Howard C. Wadsworth, Chief Financial Officer of Kaneb Pipe Line Company LLC, as General Partner for Kaneb Pipe Line Operating Partnership, L.P. certify that: 1. I have reviewed this quarterly report on Form 10-Q of Kaneb Pipe Line Operating Partnership, L.P.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) [intentionally omitted pursuant to SEC Release No. 34-47986]; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report, based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 8, 2004 //s// HOWARD C. WADSWORTH ----------------------------------- Howard C. Wadsworth Chief Financial Officer Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, being the Chief Executive Officer of Kaneb Pipe Line Company LLC, as General Partner of Kaneb Pipe Line Operating Partnership, L.P. (the "Partnership"), hereby certifies that, to his knowledge, the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed with the United States Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 10-Q. A signed original of this written statement required by Section 906 has been provided to Kaneb Pipe Line Operating Partnership, L.P. and will be retained by Kaneb Pipe Line Operating Partnership, L.P. and furnished to the Securities and Exchange Commission or its staff upon request. Date: November 8, 2004 //s// EDWARD D. DOHERTY ----------------------------------- Edward D. Doherty Chief Executive Officer Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, being the Chief Financial Officer of Kaneb Pipe Line Company LLC, as General Partner of Kaneb Pipe Line Operating Partnership, L.P. (the "Partnership"), hereby certifies that, to his knowledge, the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed with the United States Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 10-Q. A signed original of this written statement required by Section 906 has been provided to Kaneb Pipe Line Operating Partnership, L.P. and will be retained by Kaneb Pipe Line Operating Partnership, L.P. and furnished to the Securities and Exchange Commission or its staff upon request. Date: November 8, 2004 //s// HOWARD C. WADSWORTH --------------------------------------- Howard C. Wadsworth Vice President, Treasurer and Secretary (Chief Financial Officer)

Filing Compare · KANEB PIPE LINE OPERATING PARTNERSHIP LP